**Exhibit 2.1**

 

 

**AGREEMENTAND PLAN OF MERGER**

 

**by andamong**

 

**DIVIDENDCAPITAL TRUST INC.,**

 

**DCTACQUISITION CORPORATION,**

 

**CABOTINDUSTRIAL VALUE FUND, INC.**

 

**and,solely with respect to certain sections,**

 

**CABOTINDUSTRIAL VALUE FUND MANAGER, LLC**

 

 

**Dated asof June 17, 2005**

 

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TABLE OFCONTENTS

 

 
| **ARTICLE I  - THE MERGER**                                | **2**                                                                |
|-----------------------------------------------------------------|----------------------------------------------------------------------|
| 1.1.                                                            | The Merger                                                           | 2 |
| 1.2.                                                            | Closing                                                              | 2 |
| 1.3.                                                            | Effective Time                                                       | 2 |
| 1.4.                                                            | Effect of Merger on Articles of Amendment and Restatement and Bylaws | 2 |
| 1.5.                                                            | Directors and Officers                                               | 2 |
| 1.6.                                                            | Effect on Seller Common Shares                                       | 3 |
| 1.7.                                                            | No Dissenter’s Rights                                           | 4 |
| 1.8.                                                            | Adjustment to Closing Cash Payment                                   | 4 |
| 1.9.                                                            | Deposit; Escrow Agreement                                            | 10 |
| 1.10.                                                           | Seller Representative                                                | 12 |
| 1.11.                                                           | Payment Procedures                                                   | 13 |
| 1.12.                                                           | Time of the Essence                                                  | 15 |
| 1.13.                                                           | Disposition of Certain Properties                                    | 15 |
| 1.14.                                                           | Certain Pending Property Acquisitions                                | 18 |
| 1.15.                                                           | Post-Closing Execution of Exhibit K Leases                      | 19 |
|                                                            |                                                                 |   |
| **ARTICLE II  - REPRESENTATIONS AND WARRANTIES OF SELLER** | **19**                                                               |
| 2.1.                                                            | Organization, Standing and Power of Seller                           | 19 |
| 2.2.                                                            | Seller Subsidiaries                                                  | 20 |
| 2.3.                                                            | Capital Structure                                                    | 21 |
| 2.4.                                                            | Other Interests                                                      | 22 |
| 2.5.                                                            | Authority; Noncontravention; Consents                                | 22 |
| 2.6.                                                            | Financial Statements; Undisclosed Liabilities                        | 23 |
| 2.7.                                                            | Absence of Certain Changes or Events                                 | 23 |
| 2.8.                                                            | Litigation                                                           | 25 |
| 2.9.                                                            | Properties                                                           | 25 |
| 2.10.                                                           | Environmental Matters                                                | 27 |
| 2.11.                                                           | Employee Benefits                                                    | 27 |
| 2.12.                                                           | Taxes                                                                | 27 |
| 2.13.                                                           | Broker                                                               | 29 |
| 2.14.                                                           | Compliance with Laws                                                 | 29 |
| 2.15.                                                           | Contracts; Debt Instruments                                          | 29 |

 

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| 2.16.                                                                               | Bank Accounts                                                            | 31     |
|-------------------------------------------------------------------------------------|--------------------------------------------------------------------------|--------|
| 2.17.                                                                               | Insurance                                                                | 31     |
| 2.18.                                                                               | Capital Improvements                                                     | 32     |
| 2.19.                                                                               | State Takeover Statutes                                                  | 32     |
| 2.20.                                                                               | Disclaimer; Seller’s Knowledge; Disclosure; Material Adverse Effect | 32     |
|                                                                                |                                                                     |   |
| **ARTICLE III  - REPRESENTATIONS AND WARRANTIES OF BUYER AND ACQUISITION SUB** | **34**                                                                   |
| 3.1.                                                                                | Organization, Standing and Power of Buyer and Acquisition Sub            | 34     |
| 3.2.                                                                                | Authority; Noncontravention; Consents                                    | 35     |
| 3.3.                                                                                | Litigation                                                               | 36     |
| 3.4.                                                                                | Broker                                                                   | 36     |
| 3.5.                                                                                | State Takeover Statutes                                                  | 36     |
| 3.6.                                                                                | Financing                                                                | 36     |
| 3.7.                                                                                | Disclaimer; Buyer’s Knowledge; Disclosure; Material Adverse Effect  | 36     |
|                                                                                |                                                                     |   |
| **ARTICLE IV  - COVENANTS**                                                    | **37**                                                                   |
| 4.1.                                                                                | Conduct of Seller’s Business Pending Merger                         | 37     |
| 4.2.                                                                                | No Solicitation                                                          | 41     |
|                                                                                |                                                                     |   |
| **ARTICLE V  - ADDITIONAL COVENANTS**                                          | **42**                                                                   |
| 5.1.                                                                                | Preparation of Proxy Statement; Seller Stockholders Meeting              | 42     |
| 5.2.                                                                                | Due Diligence Period                                                     | 42     |
| 5.3.                                                                                | Confidentiality                                                          | 45     |
| 5.4.                                                                                | Reasonable Best Efforts; Further Action                                  | 46     |
| 5.5.                                                                                | Certain Tax Matters                                                      | 46     |
| 5.6.                                                                                | Public Announcements                                                     | 48     |
| 5.7.                                                                                | Resignations                                                             | 48     |
| 5.8.                                                                                | Novation of Purchase Agreements                                          | 48     |
| 5.9.                                                                                | Use of Name                                                              | 48     |
| 5.10.                                                                               | Interim Financial Statements                                             | 48     |
| 5.11.                                                                               | Termination of Certain Agreements; Insurance                             | 48     |
| 5.12.                                                                               | Post-Closing Adjustment Escrow                                           | 49     |
| 5.13.                                                                               | Capital Contributions                                                    | 49     |
| 5.14.                                                                               | Mortgage Loan Application                                                | 49     |

 

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| **ARTICLE VI  - CONDITIONS**                                                   | **50**                                                          |
|-------------------------------------------------------------------------------------|-----------------------------------------------------------------|
| 6.1.                                                                                | Conditions to Each Party’s Obligation to Effect the Merger | 50 |
| 6.2.                                                                                | Conditions to Obligations of Buyer and Acquisition Sub          | 50 |
| 6.3.                                                                                | Conditions to Obligations of Seller                             | 53 |
|                                                                                |                                                            |   |
| **ARTICLE VII  - SURVIVAL OF REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION** | **55**                                                          |
| 7.1.                                                                                | Survival                                                        | 55 |
| 7.2.                                                                                | Indemnification by the Stockholders                             | 55 |
| 7.3.                                                                                | Indemnification by Buyer                                        | 58 |
| 7.4.                                                                                | Treatment of Indemnity Payments                                 | 60 |
| 7.5.                                                                                | Remedies Exclusive                                              | 60 |
|                                                                                |                                                            |   |
| **ARTICLE VIII  - TERMINATION, AMENDMENT AND WAIVER**                          | **61**                                                          |
| 8.1.                                                                                | Termination                                                     | 61 |
| 8.2.                                                                                | Effect of Termination                                           | 62 |
| 8.3.                                                                                | Expense Reimbursement                                           | 62 |
| 8.4.                                                                                | Amendment                                                       | 63 |
| 8.5.                                                                                | Extension; Waiver                                               | 63 |
|                                                                                |                                                            |   |
| **ARTICLE IX  - GENERAL PROVISIONS**                                           | **63**                                                          |
| 9.1.                                                                                | Notices                                                         | 63 |
| 9.2.                                                                                | Interpretation                                                  | 65 |
| 9.3.                                                                                | Counterparts                                                    | 65 |
| 9.4.                                                                                | Entire Agreement; No Third-Party Beneficiaries                  | 65 |
| 9.5.                                                                                | Governing Law; Consent to Jurisdiction; Waiver of Jury Trial    | 65 |
| 9.6.                                                                                | Assignment                                                      | 66 |
| 9.7.                                                                                | Enforcement                                                     | 66 |
| 9.8.                                                                                | Severability                                                    | 67 |
| 9.9.                                                                                | Expenses                                                        | 67 |
| 9.10.                                                                               | Execution by Officer of Seller                                  | 68 |
| 9.11.                                                                               | Execution by Officer of Buyer                                   | 68 |
| 9.12.                                                                               | Execution by Officer of Acquisition Sub                         | 68 |

 

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**INDEX OFEXHIBITS**

 

**EXHIBITS**

 

EXHIBIT A                                  Articles ofMerger

EXHIBIT B                                    Put/CallAgreement

EXHIBIT C                                    DepositEscrow Agreement

EXHIBIT D                                   EscrowAgreement

EXHIBIT E                                     Form ofSide Letter Agreement

EXHIBIT F                                     PermittedExceptions

EXHIBIT G                                    Form ofRelease

EXHIBIT H                                   Form ofTenant Estoppel Certificate

EXHIBIT I                                        Form ofGround Lessor Estoppel Certificate

EXHIBIT J                                       Form ofLender Estoppel Certificate

EXHIBIT K                                   CertainLeases

EXHIBIT L                                     Baltimoreand Columbus Developments

EXHIBIT M                                Form ofSecond Amended and Restated Limited Partnership Agreement

EXHIBIT N                                   Form ofOfficer’s Certificate

 

**INDEX OFSCHEDULES**

 

SellerDisclosure Schedules 

 
| **Section**           | ** ** | **Title**                                                             |
|-----------------------|------------|-----------------------------------------------------------------------|
| Schedule 2.2(a)  |       | Seller Subsidiaries                                                   |
| Schedule 2.2(b)  |       | Capital Stock and Equity and Voting Interests  of Seller Subsidiaries |
| Schedule 2.3(c)  |       | Commitments and Agreements of Seller  Subsidiaries                    |
| Schedule 2.3(f)  |       | Ownership Interests in Seller Subsidiaries  and the Fund              |
| Schedule 2.3(h)  |       | Assets of Seller Subsidiaries and the Fund                            |
| Schedule 2.5(b)  |       | Noncontravention; Consents                                            |
| Schedule 2.6(a)  |       | Financial Statements                                                  |
| Schedule 2.6(b)  |       | Undisclosed Liabilities                                               |
| Schedule 2.7     |       | Absence of Certain Changes or Events                                  |
| Schedule 2.8     |       | Litigation                                                            |
| Schedule 2.9(a)  |       | Properties under Development                                          |
| Schedule 2.9(c)  |       | Permits                                                               |
| Schedule 2.9(d)  |       | Zoning                                                                |
| Schedule 2.9(e)  |       | Seller Space Leases                                                   |
| Schedule 2.9(g)  |       | Service Contracts                                                     |
| Schedule 2.9(h)  |       | Ground Leases                                                         |
| Schedule 2.10    |       | Environmental Matters                                                 |
| Schedule 2.15(b) |       | Indebtedness Instruments                                              |
| Schedule 2.15(c) |       | Interest Rate Cap                                                     |
| Schedule 2.15(d) |       | Management Agreements                                                 |
| Schedule 2.15(f) |       | Construction of the Baltimore and Columbus  Properties                |

 

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| Schedule 2.15(g) |   | Sale Agreements                                  |
|-----------------------|--------|--------------------------------------------------|
| Schedule 2.15(h) |   | Continuing Obligations                           |
| Schedule 2.15(i) |   | Contracts                                        |
| Schedule 2.15(j) |   | Asset Management Agreements                      |
| Schedule 2.15(k) |   | Restrictions on Business                         |
| Schedule 2.15(l) |   | Power of Attorney                                |
| Schedule 2.16    |   | Bank Accounts                                    |
| Schedule 2.17(a) |   | Insurance Policies                               |
| Schedule 2.17(b) |   | Insurance Claims                                 |
| Schedule 2.18    |   | Capital Improvements                             |
| Schedule 4.1(i)  |   | Tenant Improvements and Additional  Indebtedness |
| Schedule 4.1(p)  |   | Permitted Transactions                           |
| Schedule 6.2(e)  |   | Consents                                         |
| Schedule 6.2(g)  |   | Tenant Estoppel Certificates                     |
| Schedule 6.2(h)  |   | Ground Lease Estoppels                           |

 

Buyer DisclosureSchedules

 
| **Section**          | ** ** | **Title**                  |
|----------------------|------------|----------------------------|
| Schedule 3.2(c) |       | Noncontravention; Consents |
| Schedule 3.3    |       | Litigation                 |
| Schedule 6.3(d) |       | Consents                   |

 

OtherSchedules 

 
| **Section**            | ** ** | **Title**                             |
|------------------------|------------|---------------------------------------|
| Section 1.8(g)(v) |       | Leasing Parameters                    |
| Schedule 1.14(a)  |       | Pending Property Acquisition Criteria |

 

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**AGREEMENT AND PLAN OFMERGER**

** **

THIS AGREEMENTAND PLAN OF MERGER (this “Agreement”) dated as of June 17, 2005 byand among Dividend Capital Trust Inc., a Maryland corporation (“Buyer”),DCT Acquisition Corporation**,**a Marylandcorporation and a currently 99% owned indirect subsidiary of Buyer (“AcquisitionSub”), Cabot Industrial Value Fund, Inc., a Maryland corporation (“Seller”)and, solely with respect to Sections 1.8, 1.9, 1.10, 1.11, 1.13, 1.14, 1.15, 5.5(c),5.5(d), 5.11 and 5.12 and Article VII and Article IX, CabotIndustrial Value Fund Manager, LLC (the “General Partner”), aMassachusetts limited liability company and the general partner of CabotIndustrial Value Fund, L.P., a Delaware limited partnership (the “Fund”).

 

**RECITALS:**

** **

A.                                   Therespective Boards of Directors of Buyer, Acquisition Sub and Seller havedeclared it advisable, upon the terms and subject to the conditions containedherein, that Acquisition Sub merge with and into Seller, and that the holdersof shares of common stock, par value $0.01 per share, of the Seller, and/orshares of excess stock, par value $0.01 per share, of the Seller, issued andoutstanding immediately prior to the Effective Time (collectively, “Stockholders”)will be entitled, subject to the terms and conditions hereof, to receive theMerger Consideration.

 

B.                                     Uponthe terms and subject to the conditions set forth herein, Acquisition Sub andSeller shall execute Articles of Merger in substantially the form attachedhereto as Exhibit A (the “Articles of Merger”) and shallfile such Articles of Merger in accordance with Maryland law to effectuate theMerger.

 

C.                                     Atthe Closing and as an inducement to each of the parties hereto to enter intothis Agreement, the General Partner, the other limited partners of the Fundother than Seller (the “Continuing Limited Partners”) and Buyer willenter into a Put/Call Agreement, in the form attached hereto as Exhibit B(the “Put/Call Agreement”), providing certain rights of the GeneralPartner and the Continuing Limited Partners to sell their remaining partnershipinterests to Buyer and certain rights of Buyer to acquire such remainingpartnership interests, subject to the terms and conditions set forth in thePut/Call Agreement (the “Put/Call Transaction”).

 

D.                                    Buyer,Acquisition Sub and Seller desire to make certain representations, warrantiesand agreements in connection with the Merger, and also to prescribe variousconditions to the Merger.

 

E.                                      Alist of the defined terms used in this Agreement and the Section whereeach such term is defined is set forth at the end of this Agreement.

 

NOW,THEREFORE, in consideration of the premises and the mutual representations,warranties, covenants and agreements contained herein, and for other good andvaluable consideration, the receipt and adequacy of which are herebyacknowledged, the parties hereto hereby agree as follows:

 

1

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# **ARTICLE I - THE MERGER**

#  

**1.1.****                            TheMerger**.  Upon the terms and subjectto the conditions set forth in this Agreement, and in accordance with theMaryland General Corporation Law (“MGCL”), at the Effective Time,Acquisition Sub shall be merged with and into Seller, with Seller as thesurviving corporation (the “Surviving Corporation,” and suchtransaction, the “Merger”).  TheMerger shall have the effects provided herein and set forth in Section 3-114of the MGCL.

 

**1.2.****                            Closing**.  The closing of the Merger (the “Closing”)will take place at 10:00 a.m., local time, on the fifteenth (15th)day (or, if such day is not a day other than a Saturday, Sunday or other day onwhich banks in Boston, Massachusetts or Denver, Colorado are authorized orrequired to close (a “Business Day”), the first Business Day immediatelyfollowing such day) after satisfaction or waiver of the conditions set forth inArticle VI (excluding the delivery of any documents to be delivered at theClosing by any of the parties hereto so long as the requirement to deliver suchdocuments is capable of being satisfied) (subject to the following sentence,the “Closing Date”), at the offices of Goodwin Procter LLP, ExchangePlace, Boston, Massachusetts 02109, unless another date or place is agreed toin writing by the parties to this Agreement. At its sole option, Buyer may delay the Closing Date up to three times forup to thirty (30) days in the aggregate by providing written notice to Seller fromtime to time on or before the fifth (5th) day prior to the then scheduledClosing Date.  Prior to 2:00 p.m.(Boston time) on the next Business Day following the initial exercise of thisoption, Buyer will deliver to the Escrow Agent, the sum of Ten Million Dollars($10,000,000), which sum will be added to, and thereafter constitute a part of,the Signing Deposit.

 

**1.3.****                            EffectiveTime**.  On the Closing Date,Acquisition Sub and Seller shall execute and file the Articles of Merger inaccordance with the MGCL with the State Department of Assessments and Taxationof Maryland (the “Department”) and shall make all other filings andrecordings required under the MGCL with respect to the Merger or any of theother transactions contemplated in this Agreement.  The Merger shall become effective (the “EffectiveTime”) upon acceptance for record of the Articles of Merger by the Department,or at such subsequent date or time, if any, as Buyer, Acquisition Sub andSeller shall agree should be specified in the Articles of Merger (not to exceedthirty (30) days after the Articles of Merger are accepted for record by theDepartment).

 

**1.4.****                            Effectof Merger on Articles of Amendment and Restatement and Bylaws**.  The Articles of Incorporation of AcquisitionSub immediately prior to the Effective Time shall be the Articles ofIncorporation of the Surviving Corporation at and after the Effective Time untilthereafter amended.  The Bylaws ofAcquisition Sub immediately prior to the Effective Time shall be the Bylaws ofthe Surviving Corporation at and after the Effective Time until thereafteramended.

 

**1.5.****                            Directorsand Officers**.  The directors ofAcquisition Sub immediately prior to the Effective Time shall be and become thedirectors of the Surviving Corporation as of the Effective Time.  The officers of Acquisition Sub immediatelyprior to the Effective Time shall be and become the officers of the SurvivingCorporation as of the Effective Time.

 

2

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**1.6.****                            Effecton Seller Common Shares.**

 

### (a)                                  Atthe Effective Time, each share of common stock, par value $.01 per share, ofSeller issued and outstanding immediately prior to the Effective Time and eachshare of excess stock, par value $.01 per share, of Seller, if any, issued andoutstanding immediately prior to the Effective Time (collectively, such sharesof common stock and excess stock are referred to herein as the “SellerCommon Shares”) (other than those Seller Common Shares to be canceledpursuant to Section 1.6(c)) shall, by virtue of the Merger and without anyaction on the part of Seller, Acquisition Sub, Buyer or the holders of any ofthe securities of any of these entities, be converted into the right to receivethe following (the “Merger Consideration”):

###  

#### (i)                                     a cash payment pershare equal to the quotient obtained by dividing (x) the difference between (1) theproduct of (A) the Two Hundred Seventy-Nine Million Thirty Thousand TwoHundred and Fifty Dollars ($279,030,250)******multipliedby (B) a percentage (the “Seller Payment Percentage”) equal to thepercentage of partner distributions that the Seller would receive if the Fundsold all of its assets for net proceeds equal to the amount in clause (A) aboveand distributed such proceeds at the Closing to its partners in accordance withSection 11.2(f) of the Amended and Restated Limited PartnershipAgreement of the Partnership, and (2) the sum of the IndemnificationEscrow Amount and the Post-Closing Adjustment Escrow Amount (such differencebetween (1) and (2), the “Closing Cash Payment”), as adjustedpursuant to Sections 1.8(a), 1.8(b), 1.13(a)(i), 1.14(a) and 1.14(c) hereof,by (y) the total number of Seller Common Shares issued and outstandingimmediately prior to the Effective Time (other than those Seller Common Sharesto be canceled pursuant to Section 1.6(c));

####  

#### (ii)                                  a portion of theIndemnification Escrow Amount, such portion to be subject to, and determined inaccordance with, the terms and conditions of Article VII hereof and theEscrow Agreement;

####  

#### (iii)                               a portion of thePost-Closing Adjustment Escrow Amount, such portion to be subject to, anddetermined in accordance with, the terms and conditions of Sections 1.8(d) and1.8(e) and the Escrow Agreement and any other amounts due to theStockholders determined in accordance with Section 1.8; and

####  

#### (iv)                              a portion of any otheramounts due to the Stockholders as determined in accordance with Sections 1.13(a)(ii),1.13(a)(iii), 1.13(a)(iv), 1.13(b), 1.14(a), 1.14(c) and 1.15 or any otherSection of this Agreement.

####  

### (b)                                 Asa result of the Merger and without any action on the part of the Stockholders,at the Effective Time, all Seller Common Shares shall automatically beconverted into, and shall be cancelled in exchange for, the right to receivethe Merger Consideration in accordance with Section 1.11 of this Agreement,subject to Section 1.6(c).

###  

### (c)                                  EachSeller Common Share held by Buyer, Acquisition Sub or any other wholly-ownedSubsidiary of Buyer, immediately prior to the Effective Time, if any, by virtueof the Merger, shall cease to be outstanding, shall be canceled and retired andshall cease to exist and no payment of any consideration shall be made withrespect thereto.

 

3

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### (d)                                 Atthe Effective Time, each share of common stock, par value $.01 per share, ofAcquisition Sub issued and outstanding immediately prior to the Effective Timeshall, by virtue of the Merger and without any action on the part of Seller,Acquisition Sub, Buyer or the holders of any of the securities of theseentities, be converted into one share of common stock, par value $.01 pershare, of the Surviving Corporation.

###  

### (e)                                  Atthe Effective Time, the subscription agreements entered into by and between theSeller and each of the Stockholders pursuant to which the Stockholders agreedto acquire shares of common stock of Seller upon contribution calls made bySeller (the “Subscription Agreements”) shall terminate and cease to haveany force or effect without any further action by Seller or the Stockholders;provided, that the confidentiality obligations of the Stockholders contained inthe Subscription Agreements shall continue in full force and effect followingthe Effective Time in accordance with their terms.

###  

**1.7.****                            NoDissenter’s Rights**.  The Stockholdersare not entitled to appraisal or dissenters’ rights pursuant to Title 3,Subtitle 2 of the MGCL.

 

**1.8.****                            Adjustmentto Closing Cash Payment.**

 

### (a)                                  Priorto the Closing Date, Seller shall in good faith prepare an estimate of thePro-Rated Adjustment (the “Estimated Pro-Rated Adjustment”).  Not later than five (5) BusinessDays prior to the Closing Date, Seller shall deliver to Buyer a statementsetting forth the calculation of the Estimated Pro-Rated Adjustment inreasonable detail, together with supporting information.  The Estimated Pro-Rated Adjustment shall besubject to Buyer’s reasonable approval. As provided in Section 1.6 hereof, the Closing Cash Payment shallbe adjusted, dollar for dollar, up or down, as appropriate, by the product of (A) theEstimated Pro-Rated Adjustment, multiplied by (B) 76.1233% (whichpercentage, as adjusted by the following sentence, is referred to herein as the“Seller Pro Rata Percentage”). The parties agree that the adjustment based on Adjusted Working Capitaldescribed in Section 1.8(b) is not intended to be duplicative of theadjustment based on the Pro-Rated Adjustment and, accordingly, the effects ofthe Pro-Rated Items and other items including in the calculation of thePro-Rated Adjustment are not to be taken into account in calculating theAdjusted Working Capital.

###  

### (b)                                 Priorto the Closing Date, Seller shall in good faith prepare an estimated combinedconsolidated balance sheet of Seller, the Fund****andthe other Seller Subsidiaries, as of the close of business on the Closing Date(the “Estimated Closing DateBalance Sheet”).  The Estimated Closing Date Balance Sheetshall be prepared in accordance with generally accepted accounting principles (“GAAP”)consistently applied on a fair value basis, and otherwise consistent with themethodology used to prepare the Most Recent Balance Sheets and shall alsoinclude a calculation of Adjusted Working Capital, which shall be subject toBuyer’s reasonable approval.  Not laterthan five (5) Business Days prior to the Closing Date, Seller shalldeliver to Buyer the Estimated Closing Date Balance Sheet.  As provided in Section 1.6 hereof, theClosing Cash Payment shall be adjusted, dollar for dollar, up or down, asappropriate, by the product of (A) the amount that the Adjusted WorkingCapital set forth on the Estimated Closing Date Balance Sheet (the “Estimated Closing Adjusted Working Capital”)exceeds or is less than $0.00 (the “BaseAdjusted Working Capital”), multiplied by (B)  the Seller ProRata Percentage.  Additionally, theClosing Cash Payment shall be adjusted, dollar for dollar, up or down, as

 

4

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### appropriate, by the product of (A) theamount, if any, by which the Total Debt set forth on the EstimatedClosing Date Balance Sheet (the “Estimated Total Debt”) exceeds or isless than Four Hundred Sixteen Million Two Hundred Sixty-Nine Thousand SevenHundred and Fifty Dollars ($416,269,750) (the “Base Total Debt”),multiplied by (B) the Seller Pro Rata Percentage.

###  

### (c)                                  Assoon as practical after the Closing Date, Buyer shall review Seller’s, the Fund’sand the other Seller Subsidiaries’ books and records and also shall review theEstimated Closing Date Balance Sheet in accordance with GAAP consistentlyapplied on a fair value basis, and otherwise consistent with the methodologyused to prepare the Most Recent Balance Sheets and the provisions of this Section 1.8,and following such review, Buyer shall make any adjustments necessary theretoconsistent with the provisions of this Section 1.8 (the Estimated ClosingDate Balance Sheet, as so adjusted, shall be called the “Post-Closing Balance Sheet”).  Buyer shall, within sixty (60) days after theClosing Date, deliver the Post-Closing Balance Sheet to the SellerRepresentative, together with worksheets which detail any adjustments and thebasis of any such adjustments and any other information that the SellerRepresentative may reasonably request in order to verify or evaluate suchadjustments.  If Buyer fails to deliverthe Post-Closing Balance Sheet to the Seller Representative within such sixty(60) day period, then the Estimated Closing Date Balance Sheet shall be deemedto be the Post-Closing Balance Sheet.  ThePost-Closing Balance Sheet, and the Adjusted Working Capital and Total Debt atthe Closing reflected thereon, shall be binding upon the parties upon approval(or deemed approval) of such Post-Closing Balance Sheet by the SellerRepresentative and Buyer.  The SellerRepresentative shall be deemed to have approved the Post-Closing Balance Sheetand the Adjusted Working Capital and Total Debt at the Closing reflectedthereon unless the Seller Representative has delivered a written statementspecifying any disagreement therewith within fifteen (15) days following itsreceipt of the Post-Closing Balance Sheet. If the Seller Representative does not agree with the Post-Closing BalanceSheet and the calculation of Adjusted Working Capital or Total Debt at theClosing stated thereon, and Buyer and the Seller Representative cannot mutuallyagree on the same, then within fifteen (15) days following receipt by theSeller Representative of the Post-Closing Balance Sheet Buyer and the SellerRepresentative shall select a nationally recognized independent accounting firmmutually satisfactory to Buyer and the Seller Representative to resolve suchdispute (the “Neutral Auditor”).  The Neutral Auditor shall review thePost-Closing Balance Sheet and, as soon as possible after its appointment,shall make any adjustments necessary thereto, and upon completion of suchreview, such Post-Closing Balance Sheet (and the calculation of the AdjustedWorking Capital and Total Debt at the Closing stated thereon) as determined bythe Neutral Auditor shall be binding upon (and deemed approved by) theparties.  The Adjusted Working Capital atthe Closing stated on the version of the Post-Closing Balance Sheet that isultimately binding on the parties pursuant to this Section 1.8(c) shallbe referred to as the “Closing Adjusted Working Capital.”  The Total Debt at the Closing stated on theversion of the Post-Closing Balance Sheet that is ultimately binding on theparties pursuant to this Section 1.8(c) shall be referred to as the “ClosingTotal Debt.”  If such a review isconducted by the Neutral Auditor, then the party (i.e., Buyer, on the one hand,or the Stockholders as represented by the Seller Representative, on the otherhand) whose last proposed offer for the settlement of the items in disputeprior to the selection of the Neutral Auditor, taken as a whole, was fartheraway from the final determination by the Neutral Auditor pursuant to thepreceding sentence, shall pay all fees and expenses of the Neutral Auditor associatedwith such review; provided that the sole and

 

5

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### exclusive source for anyamounts owed by the Stockholders shall be the Post-Closing Adjustment EscrowAmount, to the extent available.

###  

### (d)                                 AfterBuyer has completed 2005 year-end reconciliations with the tenants under theSeller Space Leases, but in no event later than March 31, 2006, Buyershall prepare and present to the Seller Representative for its approval acalculation of the re-proration of the Pro-Rated Items (excluding leasingcommissions, tenant improvement costs and capital improvements required underleases that are allocated according to Sections 1.8(g)(v) and 1.8(g)(vi)),based upon the actual amount of such items incurred or received by the partiesfor the year or other applicable fiscal period, together with such supportingdocumentation as reasonably requested by the Seller Representative.  Any disagreement shall be resolved by theNeutral Auditor in a manner consistent with Section 1.8(c).  The re-proration that is ultimately agreed toor binding on the parties is the “Closing Pro-Rated Adjustment”.  To the extent that the Closing Pro-RatedAdjustment is different from the Estimated Pro-Rated Adjustment (excluding in eachcase leasing commissions, tenant improvement costs and capital improvementsrequired under leases that are all allocated according to Sections 1.8(g)(v) and1.8(g)(vi)), then, within three (3) Business Days following thedetermination of the Closing Pro-Rated Adjustment, Buyer and the SellerRepresentative shall appropriately adjust for such difference either (i) ifthere is an adjustment in favor of Buyer, by jointly authorizing and directingthe Escrow Agent to pay to Buyer within three (3) Business Days followingdelivery of such authorization an amount equal to the product of (A) thedifference between such amounts, multiplied by (B) the Seller Pro RataPercentage, and (ii) if there is an adjustment in favor of theStockholders, by Buyer paying to the Seller Representative, for payment to theStockholders, the product of (A) the difference between such amounts,multiplied by (B) the Seller Pro Rata Percentage, by wire transfer ofimmediately available funds.

###  

### (e)                                  Withinthree (3) Business Days following the determination of the ClosingAdjusted Working Capital in accordance with Section 1.8(c), (i) inthe event the Closing Adjusted Working Capital minus the Closing Total Debt, isless than the Estimated Closing Adjusted Working Capital minus the EstimatedTotal Debt, Buyer and the Seller Representative shall jointly authorize anddirect the Escrow Agent to pay to Buyer within three (3) Business Daysfollowing delivery of such authorization an amount equal to the product of (A) thedifference between such amounts, multiplied by (B) the Seller Pro RataPercentage, and (ii) in the event the Closing Adjusted Working Capitalminus the Closing Total Debt, is greater than the Estimated Closing AdjustedWorking Capital minus the Estimated Total Debt, Buyer shall pay to the SellerRepresentative, for payment to the Stockholders, the product of (A) thedifference between such amounts, multiplied by (B) the Seller Pro RataPercentage, by wire transfer of immediately available funds.

###  

### (f)                                    Buyershall use its reasonable efforts for twelve (12) months after the Closing Dateto collect any Uncollected Tenant Payments. Buyer shall not be obligated to thereafter pursue any such past dueamounts.  Buyer will be obligated topromptly pay to the Seller Representative, for payment to the Stockholders, anamount equal to the product of (A) any Uncollected Tenant Payments notaccounted for in the calculation of the Closing Pro Rated Adjustment and (B) theSeller Pro Rata Percentage, only to the extent that such Uncollected TenantPayments are subsequently collected.

 

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### (g)                                 Asused in this Section 1.8:

###  

#### (i)                                     “Adjusted Working Capital” meansCurrent Assets minus Current Liabilities, as adjusted to net out theeffect of the Pro-Rated Items and the other items included in the calculationof the Pro-Rated Adjustment.

####  

#### (ii)                                  “Current Assets” means and includesall accounts receivable (excluding Uncollected Tenant Payments), cash, cashequivalents (including the face amount plus any accrued interest on thecertificates of deposit of the Seller Subsidiary that owns the BaltimoreProperty with SunTrust Bank, which certificates of deposit secure a letter ofcredit in the amount of $201,937.50******issued bysuch bank to secure such Seller Subsidiary’s obligations to make municipalimprovements related to the Baltimore Property) and such other current assetsof Seller, the Fund and the other Seller Subsidiaries as reasonably approved byBuyer, in each case as determined in accordance with GAAP consistently appliedon a fair value basis.

####  

#### (iii)                               “Current Liabilities” means and includes all accounts payable, accruedexpenses, expenses of the Seller and Seller Subsidiaries under Section 9.9,accrued but unpaid taxes, deferred revenues and all other liabilities ofSeller, the Fund and the other Seller Subsidiaries, in each case as determinedin accordance with GAAP consistently applied on a fair value basis.  Current Liabilities shall not include anyportion of Total Debt.

####  

#### (iv)                              “Pro-Rated Adjustment”shall equal (A) the sum of (x), with respect only to the post-Closingdetermination of the Closing Pro-Prorated Adjustment under Section 1.8(d),all income of Seller, the Fund and the other Seller Subsidiaries on a combinedconsolidated basis attributable to the Pro-Rated Items for periods prior to theClosing Date that is collected after the Closing Date, plus (y) allexpenses of Seller, the Fund and the other Seller Subsidiaries on a combinedbasis attributable to the Pro-Rated Items for periods on or after the ClosingDate that have been paid as of the Closing Date, minus (B) the sum of (x)all income of Seller, the Fund and the other Seller Subsidiaries on a combinedconsolidated basis attributable to the Pro-Rated Items for periods on or afterthe Closing Date that has been collected as of the Closing Date, plus(y) all expenses of Seller, the Fund and the other Seller Subsidiaries ona combined consolidated basis attributable to the Pro-Rated Items for periodsprior to the Closing Date that have not been paid as of the Closing Date.  Income and expenses attributed to thePro-Rated Items will be allocated among these time periods as follows, exceptas otherwise specified herein with respect to a Pro-Rated Item: (A) incomeand expenses relating to the Pro-Rated Items with respect to periods beginningprior to the Closing Date and ending on or after the Closing Date will beallocated based on the number of days in the applicable period (e.g., collectedrent for the month in which the Closing occurs will be prorated based on thenumber of days in the month) and (B) all other income and expenses will beallocated to the period to which it relates (e.g., collected rent for a monthbeginning after the Closing Date shall be credited in full to that timeperiod).

####  

#### (v)                                 The Pro-RatedAdjustment will be: (A) increased by the unamortized cost (evenlyamortized over the initial rent term) of leasing commissions,

 

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#### tenant improvement allowances and tenant improvement commitments(including any required capital improvements) borne by the lessor with respectto Seller Space Leases entered into on or after May 20, 2005 and newleases executed in accordance with Sections 4.1(w) and (x) and any other newlease executed that does not require notice to or approval of Buyer, in eachcase that have been paid on or before the Closing Date, but only to the extentthat such costs are consistent with the leasing parameters attached hereto as Schedule 1.8(g)(v) (the“Leasing Parameters”) unless otherwise reasonably approved by Buyer, (B) decreasedby the amount of any leasing commissions, tenant improvement allowances and tenantimprovement commitments (including any required capital improvements) borne bythe lessor with respect to those leases described on Exhibit K thathave been executed as of Closing but have not been paid on or before theClosing Date, (C) decreased by the amount of any leasing commissions, tenantimprovement allowances and tenant improvement commitments (including any requiredcapital improvements) with respect to the current terms of the Seller SpaceLeases entered into prior to May 20, 2005 that have not been paid on orbefore the Closing Date, (D) to the extent that any lease described on Exhibit Khas not been executed as of Closing, decreased by the sum of (1) theproduct of the monthly rent and the number of months shown on such Exhibit Kwith respect to such lease, (2) the amount under the heading “Leasing Commissions”shown on Exhibit K with respect to such lease and (3) theamount under the heading “Tenant Improvement Costs” shown on Exhibit Kwith respect to such lease, (E) decreased by the amount of any unpaid leasingcommissions, tenant improvement allowances and tenant improvement commitments(including any required capital improvements) borne by the lessor with respectto new leases executed in accordance with Sections 4.1(w) and (x) or that donot require notice to or approval of Buyer, in each case which are notconsistent with the Leasing Parameters and not otherwise approved by Buyer, (F) decreasedby $898,000 relating to free rent provided to tenants at the Baltimore Propertyand certain other Seller Properties and (G) decreased by any delay damagesor rent credit paid or incurred by the landlord (less any recovery from theapplicable contractor) under the Verizon (Baltimore Property) lease or Excel(Columbus Development) lease on Exhibit K attached hereto.

####  

#### (vi)                              The Estimated Pro RataAdjustment shall include an estimate of the costs of the items under clauses(v)(A) through (v)(E) above and the estimated amount that will berequired to be paid to complete the development of the Baltimore Property andthe Columbus Development described in Exhibit L (including, withoutlimitation, fees payable under applicable development agreements).  Such estimated amounts shall include a reasonablecontingency amount to the extent that completion costs are not fixed or capped.*** ***Thefinal Pro-Rated Adjustment of the items under this Section 1.8(g)(vi) shallbe made when all such items have been completed and paid for.  The Buyer and the Seller Representative shalljointly authorize and direct the Escrow Agent to promptly pay to Buyer or theSeller Representative, as the case may be, out of the escrow established underthe Escrow Agreement, the amount by which the aggregate Estimated Pro RatedAdjustment for such items, is less than, or greater than, the final aggregatePro-Rated Adjustment for such items.

####  

#### (vii)                           The “Pro-Rated Items”shall consist of the following:

 

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##### (A)                              All real and personalproperty taxes and installments of special assessments with respect to SellerProperties through the year in which the Closing occurs on an accrual basis (regardlessof whether such taxes and special assessments are then due and payable ordelinquent).  If any such taxes orassessments for the fiscal year during which the Closing Date occurs are notfinally determined, then the tax or assessment figures for the immediatelyprior fiscal year shall be used.  To theextent that any real property taxes assessed with respect to the fiscal year inwhich the Closing occurs have not been finally determined by the applicableGovernment Entity on or before February 1, 2006, then the Seller Representativeand Buyer shall act reasonably and in good faith to agree on an estimated amountof such real property taxes, which agreed-upon estimate shall be used for there-proportion of the Pro-Rated Items and the Closing Pro-Rated Adjustment.  If the Seller Representative and Buyer do notreach agreement on such estimated real property taxes on or before February 15,2006 despite such good faith reasonable efforts, then such estimated taxesshall be finally determined by a mutually agreed upon real property taxconsulting firm with experience in the applicable jurisdiction and, if the SellerRepresentative and Buyer do not agree on such consulting firm prior to February 20,2006, then such consulting firm shall be selected by the national head of thereal property tax consulting group (or comparable position) at Ernst &Young.  Such consulting firm shall berequired to complete such determination on or before March 31, 2006provided, that if such real property taxes are determined in the meantime thensuch real property taxes will be used. The determination of such consulting firm shall be final and binding on theSeller Representative and Buyer, and the costs of such consulting firm (andErnst & Young, if applicable) shall be paid 50% by each of the SellerRepresentative on behalf of the Stockholders and Buyer.

#####  

##### (B)                                All amounts owed oraccrued with respect to, or under the documents governing, any Indebtedness(other than repayments of principal).

#####  

##### (C)                                All amounts owed oraccrued with respect to electricity, gas, water, sewer or other utility usageat the Seller Properties.  Seller willuse reasonable efforts to cause all meters for electricity, gas, water, seweror other utility usage at the Seller Properties to be read on the ClosingDate.  The utility charges based on themost recent bills shall be used for the purposes of calculating the EstimatedPro-Rated Closing Adjustment.  Sellershall provide notice to Buyer five (5) days prior to the Closing Datesetting forth (i) whether utility meters will be read as of the ClosingDate and (ii) a copy of the most recent bills for the utility charges atthe Seller Properties.

#####  

##### (D)                               Collected rents for thecurrent period and security deposits (the full amount thereof with interestearned thereon required to be paid to

 

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##### the applicable tenant and not so paid, if any); prepaid rentals;insurance costs to the extent that Buyer does not elect to require Seller toterminate its insurance coverage on the Seller Properties as of Closing; commonarea maintenance charges; promotional charges; service charges; tax charges;and all other incidental expenses and charges paid by current, former orprospective tenants at the Seller Properties, in each case only to the extentcollected for the current period and any future periods.

#####  

##### (E)                                 All rents and relatedcharges for the current and prior rental periods (including common areamaintenance charges, annual adjustments thereto, annual tenant reconciliationsand annual percentage rent payments) that are collected after the Closing Date,less any reasonable third party out-of-pocket expenses of collection thereof (“UncollectedTenant Payments”).  For the avoidanceof doubt, Uncollected Tenant Payments shall not be pro-rated unless and until theyare collected, and in such case, only with respect to the post-Closingdetermination of the Closing Pro-Rated Adjustment under Section 1.8(d).  All Uncollected Tenant Payments shall befirst applied to amounts due and payable for rental periods accruing after theClosing Date.

#####  

#### (viii)                        “Total Debt” means theprincipal amount as of Closing of the total Indebtedness of Seller, the Fundand the other Seller Subsidiaries, including the existing mortgage debtencumbering the Seller Properties and including the Indebtedness of the Fund andthe General Partner (and guarantied by Seller) pursuant to a Credit Agreementdated as of July 17, 2003 entered into with JPMorgan Chase Bank asAdministrative Agent and the other agents and lenders identified therein and securedby the capital subscriptions to the Seller and the Fund, as amended (the “SubscriptionFacility”).  Prior to the Closing,Seller shall give notice to the lenders under the Subscription Facility of the terminationof the Subscription Facility on the Closing Date, conditioned upon the Closing.  Buyer shall cause all amounts outstandingunder the Subscription Facility to be fully repaid and shall take all necessaryactions to cause the Subscription Facility to be terminated on the ClosingDate.  Total Debt shall include allprepayment penalties owed with respect to the repayment of outstandingborrowings under the Subscription Facility; provided, that if Buyer delays the Closing Date pursuant to thepenultimate sentence of Section 1.2, Seller shall, at Buyer’s option andfrom time to time until the delayed Closing Date, either (x) convert orcontinue any loan under the Subscription Facility as a base rate loan, in whichcase Buyer shall be responsible for paying the difference between the 30-dayLIBOR rate and the base rate on such loan from the previously scheduled ClosingDate to the delayed Closing Date, or (y) convert or continue any such loan as a30-day LIBOR rate loan, in which case Buyer shall be responsible for paying anybreakage costs with respect to such LIBOR rate loan as a result of the paymentof such LIBOR rate loan on the delayed Closing Date.

####  

**1.9.****                            Deposit;Escrow Agreement.**

 

### (a)                                  Priorto 2:00 p.m. (Boston time) on the next Business Day following the datehereof, Buyer shall deliver to Fidelity National Title, as escrow agent (the “Escrow Agent”),

 

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### a sum equal to Seven Million,Five Hundred Thousand Dollars ($7,500,000) as a deposit (together with anyinterest earned thereon while held in escrow, the “Signing Deposit”).  The Signing Deposit shall be held in escrowby the Escrow Agent in an interest-bearing account pursuant to and inaccordance with the escrow agreement in the form of Exhibit Cattached hereto and executed on the next Business Day following the date hereof(the “DepositEscrow Agreement”).  If Buyer has not terminatedthis Agreement on or before the expiration of the Due Diligence Period, priorto 2:00 p.m. (Boston time) on the next Business Day following theexpiration of the Due Diligence Period, Buyer shall deliver to Escrow Agent anadditional cash deposit in an amount sufficient to increase the Signing Depositto a total equal to Twenty-Five Million Dollars ($25,000,000).  At the Closing, an amount of theSigning Depositequal to the full amount of the Indemnification Escrow Amount shall be retainedby the Escrow Agent as the Indemnification Escrow Amount pursuant to Section 1.9(b),an amount of the Signing Deposit equal to the full amount of the Post-ClosingAdjustment Escrow Amount shall be retained by the Escrow Agent as thePost-Closing Adjustment Escrow Amount pursuant to Section 1.9(b), and theremainder of the Signing Deposit shall be deposited with the SellerRepresentative to be paid to the Stockholders and shall be credited against theMerger Consideration pursuant to Section 1.6.  If this Agreement is terminated prior to theClosing pursuant to Article VIII or Section 5.2, the Signing Depositwill be handled as set forth in such provisions.

###  

### (b)                                 Section 1.8provides for possible post-closing adjustments of the Closing Cash Payment and Article VIIprovides that Buyer is entitled to indemnification from and against certainLosses.  At the Closing, the SellerRepresentative, Buyer and the Escrow Agent shall enter into an escrow agreementin the form of Exhibit D attached hereto (the “Escrow Agreement”)providing for the formation of two escrow funds.  At the Closing, Buyer shall deposit cash withan aggregate value equal to the product of (A) an amount to be mutuallyagreed upon by Buyer and Seller in accordance with Section 5.12,multiplied by (B) the Seller Pro Rata Percentage (all of which will befunded by the Signing Deposit) into escrow pursuant to the terms of the EscrowAgreement, which, in addition to the Indemnification Escrow Amount, shallsecure and serve as the sole and exclusive remedy for satisfying Buyer’s rightsto payments under Section 1.8 (such product together with any interestearned thereon while held in escrow is hereinafter referred to as the “Post-ClosingAdjustment Escrow Amount”) and the product of (A) Five Million Dollars($5,000,000) multiplied by (B) the Seller Pro Rata Percentage (all ofwhich will be funded by the Signing Deposit) into escrow pursuant to the termsof the Escrow Agreement, which shall secure and serve as the sole and exclusiveremedy for satisfying Buyer’s rights to indemnification payments under Article VIIof this Agreement and, in addition to the Post-Closing Adjustment EscrowAmount, for satisfying Buyer’s rights under Section 1.8 (such producttogether with any interest earned thereon while held in escrow is hereinafterreferred to as the “Indemnification Escrow Amount”).

###  

### (c)                                  TheBuyer and the Seller shall treat the Escrow Agreement and the contingentconsideration payable pursuant to Sections 1.8, 1.13(a)(iii), 1.13(a)(iv),1.13(b), 1.14(b) and 1.15 as causing the Merger to constitute a contingentpayment sale reportable under the installment sale method as provided in UnitedStates Treasury Regulation Section 15A.453-1(c).  Consistent with the foregoing, for allrelevant tax purposes the parties hereto shall treat Buyer as the owner of theSigning Deposit, the Post-Closing Adjustment Escrow Amount, the IndemnificationEscrow Amount and the contingent consideration payable pursuant to Sections1.8, 1.13(a)(iii), 1.13(a)(iv), 1.13(b), 1.14(b) and 1.15, and shall nottreat any amount deposited

 

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### in the Signing Deposit, thePost-Closing Adjustment Escrow Amount and the Indemnification Escrow Amount orowing pursuant to Sections 1.8, 1.13(a)(iii), 1.13(a)(iv), 1.13(b), 1.14(b) and1.15 as having been actually or constructively paid to the Stockholders untilsuch amount is released or paid to the Stockholders pursuant to the terms ofthe Deposit Escrow Agreement, the Escrow Agreement or the relevant Section ofthis Agreement, as applicable.  Nothingin this Section 1.9(c) is intended or shall be construed as limitingany Stockholder’s right to elect not to report on the installment method pursuantto Treasury Regulation Section 15A. 453-1(d).

###  

**1.10.****                     SellerRepresentative.**

 

### (a)                                  TheGeneral Partner****shall serve as the representativeof the Stockholders with respect to matters arising in connection with thepost-closing adjustments set forth in Section 1.8, the indemnificationrights and obligations set forth in Article VII, matters arising under orrelating to the Escrow Agreement and matters arising under Section 1.13(a)(iv) andall other matters arising under or related to this Agreement (in such capacity,the “Seller Representative”).  Theapproval of the Merger by the Stockholders shall constitute approval of eachStockholder individually (regardless of whether such Stockholder votes in favorof the approval of the Merger) to the same extent as if such Stockholder were aparty to this Agreement****of all termsand provisions of this Agreement and of the Escrow Agreement and of all of thearrangements related thereto, including, without limitation, the placement ofthe Indemnification Escrow Amount and Post-Closing Adjustment Escrow Amountinto escrow and the appointment of the Seller Representative pursuant to this Section 1.10(a).

###  

### (b)                                 TheSeller Representative shall have all of the rights and shall perform all of theobligations of the Seller Representative as set forth in the Escrow Agreementand this Agreement, and shall have the exclusive right, power and authority, onbehalf of the Stockholders, (w) to take any actions the Seller Representativemay deem necessary or proper on behalf of the Stockholders in connection withthe post-closing adjustments pursuant to Section 1.8, (x) to pursue,defend, and settle any indemnification claims made pursuant to Article VII,and to do all things and to take all other actions the Seller Representativemay consider necessary or proper to resolve any indemnification claims afterthe Effective Time, (y) to consent to the sale of the Helen StreetProperty without retaining an interest in the Helen Street Rent Escrow or HelenStreet Improvements Escrow, and (z) give and receive all notices, make alldecisions and take all other actions on behalf of the Stockholders inconnection with this Agreement.

###  

### (c)                                  Alldecisions and actions by the Seller Representative pursuant to its authoritygranted herein shall be binding upon each Stockholder and no Stockholder shallhave any right to object, dissent, protest or otherwise contest the same.  Buyer shall be entitled to deal with and relyconclusively on the Seller Representative as provided herein as if, and withthe same effect as if, the Seller Representative constituted all Stockholdersand Buyer shall not be under any obligation to involve itself with the SellerRepresentative’s performance for the benefit of the Stockholders or theStockholders’ relationship among themselves. Notwithstanding any provision herein to the contrary, the SellerRepresentative’s power and authority to act on behalf of the Stockholders shallbe limited to the extent required under applicable Law.

 

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### (d)                                 TheSeller Representative shall have full power and authority on behalf of eachStockholder to take any and all actions, execute any and all instruments, andexecute or waive any and all rights and obligations of each Stockholder in connectionwith the matters covered by Section 1.8, Article VII and Section 1.13(a)(iv) andall other matters arising under or relating to this Agreement. The SellerRepresentative may be changed by the holders of a majority in interest of theStockholders from time to time upon not less than 10 days’ prior written noticeto Buyer.  The Seller Representative mayresign upon thirty (30) days’ notice to Buyer and the Stockholders.  Notwithstanding the prior two sentences, theSeller Representative at all times shall be the same Person as the InterestHolders’ Representative (as defined in the Put/Call Agreement).  No bond shall be required of the SellerRepresentative, and the Seller Representative shall receive no compensation forhis or her services in such capacity. Notices or communications to or from the Seller Representative shallconstitute notice to or from each of the Stockholders. The SellerRepresentative shall have reasonable access to information about the SurvivingCorporation and the reasonable assistance of Seller’s former officers andemployees for purposes of performing its duties and exercising its rightshereunder, provided that the Seller Representative shall treat confidentiallyand not disclose the Seller Rent Roll and any other lease information relatedto the Seller Properties to anyone (except on a need to know basis toindividuals who agree to treat such information confidentially or in connectionwith any arbitration or other dispute resolution proceeding).

###  

**1.11.****                     PaymentProcedures.**

 

### (a)                                  Payments.  Buyer shall make payment of all amounts to bepaid by Buyer to the Stockholders under this Agreement, to the SellerRepresentative for distribution to the Stockholders.  Buyer’s sole obligation with respect topayment of the Merger Consideration shall be to pay the Merger Consideration inaccordance with this Agreement to the Seller Representative, and theStockholders shall look solely to the Seller Representative for payment of theMerger Consideration.

###  

### (b)                                 PaymentFund.  At the Closing, Buyer willdeposit with the Seller Representative, for the benefit of the holders ofshares of Seller Common Shares, for exchange in accordance with this Section 1.11,the aggregate Closing Cash Payment (such total deposited cash being hereinafterreferred to as the “Payment Fund”). The Seller Representative shall make payments of the Closing CashPayment out of the Payment Fund in accordance with this Agreement.  The Payment Fund shall not be used for anyother purpose.

###  

### (c)                                  Rightsas Stockholders; Stock Transfers.  Atthe Effective Time, holders of Seller Common Shares shall cease to be, andshall have no rights as, stockholders of Seller other than to receive theMerger Consideration under this Article I. After the Effective Time, there shall be no transfers on the stocktransfer books of Seller of Seller Common Shares.

###  

### (d)                                 ExchangeProcedures.  As soon as possibleafter the Effective Time (but in any event within three (3) BusinessDays), the Seller Representative shall mail to each holder of record of outstandingshares of Seller Common Shares (the “Outstanding Shares”) immediatelyprior to the Effective Time, whose shares were converted into the right toreceive the amount of Merger Consideration pursuant to Section 1.6: (i) aletter of transmittal (which shall specify that delivery shall be effected, andrisk of loss and title to the Outstanding Shares shall pass only

 

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### upon delivery of the letter oftransmittal to the Seller Representative, and which letter shall be in suchform and have such other provisions as Buyer may reasonably specify) and (ii) instructionsfor the exchange of the Outstanding Shares for the amount of MergerConsideration to which the holder thereof is entitled.  Upon receipt by the Seller Representative ofthe letter of transmittal, duly executed and completed in accordance with theinstructions thereto, and such other documents as may reasonably be required bythe Seller Representative or Buyer, (i) the holder of such Outstanding Sharesshall be entitled to receive in exchange therefor the amount of MergerConsideration payable in respect thereof pursuant to the provisions of this Article I,and (ii) the Seller Representative will within one (1) Business Daypay to the holder of such Outstanding Shares the amount of the Closing CashPayment payable in respect thereof.  Inthe event of a transfer of ownership of Seller Common Shares that is notregistered in the transfer records of Seller, payment may be made to a Personother than the Person in whose name the Seller Common Shares so surrendered isregistered, if the record owner of such Seller Common Shares delivers anaffidavit, in such form as the Seller Representative may reasonably request(including an indemnity against any claim that may be made against it or Buyer withrespect to such Seller Common Shares), that such Seller Common Shares have beenproperly transferred to the Person requesting payment.  The Person requesting payment shall pay anytransfer or other taxes required by reason of the payment to a Person otherthan the registered holder of Outstanding Shares or establish to thesatisfaction of Buyer that such tax has been paid or is not applicable.  No interest shall be paid or accrue on anycash payable upon surrender of any Outstanding Shares.

###  

### (e)                                  NoFurther Ownership Rights In Seller Common Shares.  The Closing Cash Payment amounts paid inaccordance with the terms of this Section 1.11 shall be deemed to havebeen paid in full satisfaction of all rights pertaining to the Seller CommonShares, other than rights to receive any funds pursuant to the Escrow Agreementor pursuant to any other provision of this Article I.

###  

### (f)                                    UndistributedMerger Consideration.  Any portion ofthe Merger Consideration which remains undistributed to the holders of the OutstandingShares for twelve (12) months after the Effective Time shall be delivered toBuyer and any holders of Seller Common Shares immediately prior to theEffective Time who have not theretofore complied with this Section 1.11shall thereafter look only to Buyer for payment of the Merger Consideration,subject to applicable abandoned property, escheat or other similar laws.

###  

### (g)                                 NoLiability.  None of Buyer,Acquisition Sub, the Surviving Corporation, Seller or the Seller Representative,or any employee, officer, director, agent or Affiliate thereof, shall be liableto any Person in respect of Merger Consideration delivered to a public officialpursuant to any applicable abandoned property, escheat or other similar laws.

###  

### (h)                                 WithholdingRights.  The Surviving Corporation orthe Seller Representative, as applicable, shall be entitled to deduct andwithhold from the consideration otherwise payable pursuant to this Agreement toany holder of Seller Common Shares such amounts as it is required to deduct andwithhold with respect to the making of such payment under the Internal RevenueCode of 1986, as amended (the “Code”), and the rules andregulations promulgated thereunder, or any provision of state, local or foreigntax law.  To the extent that amounts areso withheld by the Surviving Corporation or the Seller Representative,

 

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### such withheld amounts shall betreated for all purposes of this Agreement as having been paid to the holder ofSeller Common Shares in respect of which such deduction and withholding was madeby the Surviving Corporation or the Seller Representative.

###  

**1.12.****                     Time of theEssence**.  The parties heretoacknowledge and agree that, subject only to the express adjournment rightscontained herein, time is of the essence in consummating the Merger and thedelivery of the Merger Consideration.

 

**1.13.****                     Dispositionof Certain Properties**

 

### (a)                                  HelenStreet Property.

###  

#### (i)                                     With respect tothe property at 200 Helen Street in South Plainfield, New Jersey indirectlyowned by a Seller Subsidiary (the “Helen Street Property”), at the Fund’soption, the Helen Street Property may be transferred out of the Fund (to anaffiliate of the Fund or any other Person, in the sole discretion of the Fund exceptas otherwise provided below) prior to the Closing, in which case the ClosingCash Payment will be reduced by Forty-One Million, Seven Hundred Twenty-OneThousand Dollars ($41,721,000) (the “Helen Street Value”) multiplied bythe Seller Pro Rata Percentage.  Notwithstandingthe foregoing, such Seller Subsidiary may sell the Helen Street Property priorto Closing only to a third party which purchases the Helen Street Property forits (or its affiliates’) own use and where neither the Fund nor any SellerSubsidiary has marketed Helen Street Property to such purchaser.  Buyer shall have a reasonable opportunity toreview and comment on any material transfer agreement relating to such transfer.

####  

#### (ii)                                  Prior to the Closing,the Fund may continue to entertain unsolicited offers to buy the Helen StreetProperty and may negotiate a contract for such purchase as long as the prospectivepurchaser intends to purchase the Helen Street Property for its (or itsaffiliates’) own use.  Buyer shall have areasonable opportunity to review and comment on such contract.  If the Fund (or its wholly owned Subsidiarythat directly owns the Helen Street Property) enters into such a bindingcontract for an all-cash sales price on an arms-length basis, containing customaryterms and conditions, for the sale of the Helen Street Property prior toClosing, but does not transfer the Helen Street Property out of the Fund priorto the Closing, then once such transaction is consummated the Buyer will pay,or cause to be paid, to the Seller Representative, for payment to theStockholders the product of (A) the sale proceeds received by Buyer (orits Subsidiaries) upon the sale of the Helen Street Property (net of thirdparty transaction costs borne by Buyer or its Subsidiaries, including withoutlimitation any taxes due upon such sale and payable by Seller or the applicableSeller Subsidiary (excluding, for the purposes of clarity, any income taxesthat may be payable by Seller or any Seller Subsidiary or any of theirrespective Stockholders, other than any such income taxes payable uponapplicability of the exception set forth in Section 5.5(c) hereofunder which Buyer could be entitled to treat such income as income from aprohibited transaction as defined in Section 857(b)(6) of the Code) andany prepayment premium due on the Indebtedness Documents encumbering the HelenStreet Property, all as estimated in good faith by Buyer and approved by theSeller Representative, which approval will not be

 

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#### unreasonably withheld) in excess of the Helen Street Value, multipliedby (B) the Seller Pro Rata Percentage. Otherwise, after the Closing, Buyer will entertain unsolicited offers topurchase the Helen Street Property from prospective purchasers that intend touse the Helen Street Property for their (or their affiliates’) own use for netsale proceeds (net of third party transaction costs borne by Buyer or itsSubsidiaries, including without limitation any taxes due upon such sale and payableby Seller or the applicable Seller Subsidiary (excluding, for the purposes ofclarity, any income taxes that may be payable by Seller or any Seller Subsidiaryor any of their respective Stockholders, other than any such income taxespayable upon applicability of the exception set forth in Section 5.5(c) hereofunder which Buyer could be entitled to treat such income as income from aprohibited transaction as defined in Section 857(b)(6) of the Code) andany prepayment premium due on the Indebtedness Documents encumbering the HelenStreet Property, all as estimated in good faith by Buyer and approved by theSeller Representative, which approval will not be unreasonably withheld) ofgreater than the Helen Street Value.  Inorder to eliminate or mitigate the prepayment premium payable under theapplicable Indebtedness Documents in connection with the sale of the HelenStreet Property, prior to Closing the Fund may, and after Closing Buyer shalluse reasonable efforts to, substitute other unencumbered Seller Properties forthe Helen Street Property as security under such Indebtedness Documents.

####  

#### (iii)                               If a binding contractfor the sale of the Helen Street Property consistent with the foregoing is madewithin six months after the Closing and such transaction is consummated (duringor after such 6 month period), then Buyer will pay, or cause to be paid, to theSeller Representative, for payment to the Stockholders an aggregate amount ofcash equal to the product of (A) one-half of the sale proceeds received byBuyer (or its Subsidiaries) upon the sale of the Helen Street Property (net ofthird party transaction costs borne by Buyer or its Subsidiaries, includingwithout limitation any taxes due upon such sale and payable by Buyer or theapplicable Subsidiary (excluding, for the purposes of clarity, any income taxesthat may be payable by Buyer or any Subsidiary or any of their respectivesubsidiaries, other than any such income taxes payable upon applicability ofthe exception set forth in Section 5.5(c) hereof under which Buyercould be entitled to treat such income as income from a prohibited transactionas defined in Section 857(b)(6) of the Code), all as estimated ingood faith by Buyer and approved by the Seller Representative, which approvalwill not be unreasonably withheld) in excess of the Helen Street Valuemultiplied by (B) the Seller Pro Rata Percentage (such product beinghereinafter referred to as, the “Helen Street Excess Sale Amount”).  Buyer shall pay, or cause to be paid, to theSeller Representative, for payment to the Stockholders, within three (3) BusinessDays after the closing of the sale of the Helen Street Property, the HelenStreet Excess Sale Amount.

####  

#### (iv)                              In the event that theHelen Street Property is transferred out of the Fund prior to the Closing, thenthe Fund may also dispose of its rights (and any rights of its Subsidiaries) toreceive any amounts from the two escrows established by 200 Helen Street, LLC,the prior owner of the Helen Street Property, and the Seller Subsidiary that ownsthe Helen Street Property (A) intended to cover rent (which escrow has anapproximate current balance of $2,400,000) (the “Helen Street Rent Escrow”)and (B) intended to reimburse the Fund (or its Subsidiaries) for the costof certain improvements

 

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#### (which escrow has an approximate current balance of $200,000) (the “HelenStreet Improvements Escrow”).  If theHelen Street Property is not transferred out of the Fund prior to Closing andthere is a final judgment in or settlement of the litigation involving theHelen Street Rent Escrow and/or the Helen Street Improvements Escrow withinthree years following the Closing, then the following shall apply:

####  

##### (A)                              If the full amount of theHelen Street Rent Escrow is recovered by the Fund, then an amount equal to theproduct of (X) $43,243.16 for the month of April 2005 and $206,643.76 foreach month thereafter until the Closing multiplied by (Y) the Seller Pro RataPercentage shall be paid to the Seller Representative for payment to theStockholders in the same manner as the Helen Street Excess Sale Amount, and thebalance of the Helen Street Rent Escrow so recovered shall be retained by theFund except to the extent provided in the Partnership Agreement.

#####  

##### (B)                                If less than all of theHelen Rent Street Escrow is recovered by the Fund pursuant to such finaljudgment or settlement, then the amount so recovered shall be divided betweenthe Seller Representative (for payment to the Stockholders) and the Fund in thesame proportion that they would have divided the recovery of the full HelenStreet Rent Escrow pursuant to (A) above (except to the extent provided inthe Partnership Agreement).

#####  

##### (C)                                There shall be paid tothe Seller Representative for payment to the Stockholders in the same manner asthe Helen Street Excess Sale Amount an amount equal to the product of (X) theamount recovered from the Helen Street Improvements Escrow multiplied by (Y) theSeller Pro Rata Percentage, and the balance shall be paid pursuant to the PartnershipAgreement.

#####  

#### Notwithstanding the foregoing, all out-of-pocket expenses (excludingany internal allocated costs) incurred by Buyer after the Closing in connectionwith the litigation or settlement of the Helen Street Rent Escrow (which are nototherwise paid or reimbursed to Buyer from a third party) shall be deductedfrom the Helen Street Rent Escrow prior to any payments made in accordance withthe foregoing.  Unless otherwise agreedto by the Seller Representative (acting on behalf of the Stockholders), if theHelen Street Property is sold after the Closing, Buyer will, as a condition tosuch sale, require the purchaser to agree to submit any payments it receivesupon a final judgment in or settlement of the litigation involving the Helen StreetRent Escrow or the Helen Street Improvements Escrow to Buyer so that Buyer maypay such amounts to the Seller Representative or pursuant to the Put/CallAgreement as set forth above.

####  

### (b)                                 BaltimoreProperty.  With respect to the SellerProperty owned by a Seller Subsidiary and upon which such Seller Subsidiary isdeveloping building improvements comprising approximately 139,424 net rentablesquare feet (the “Baltimore Property”), if the Baltimore Property is soldwithin twelve months after the Closing, Buyer will pay, or cause to be

 

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### paid, to the SellerRepresentative, for payment to the Stockholders, an aggregate amount of cashequal to the product of (A) the sum of (i) the first Three HundredThousand Dollars ($300,000) of the sale proceeds received by Buyer (or itsSubsidiaries) upon the sale of the Baltimore Property (net of third partytransaction costs, including without limitation any taxes due upon such sale,all as estimated in good faith by Buyer and approved by the SellerRepresentative, which approval will not be unreasonably withheld) in excess ofThirty Million Seven Hundred Thousand Dollars ($30,700,000), plus (ii) fiftypercent (50%) of such excess sale proceeds that are in excess of Six HundredThousand Dollars ($600,000), multiplied by (B) the Seller Pro RataPercentage (such product hereinafter being referred to as the “BaltimoreProperty Excess Sale Amount”).  Buyershall pay, or cause to be paid, to Seller Representative, for payment to theStockholders, within three (3) Business Days after the closing of the saleof the Baltimore Property, the Baltimore Property Excess Sale Amount.  If the tenant at the Baltimore Propertycommences payment of rent prior to June 1, 2006, then Buyer shall pay, orcause to be paid, to the Seller Representative, for payment to theStockholders, promptly upon receipt, an amount equal to the product of (A) fiftypercent (50%) of the base rent collected from such tenant with respect to theperiod prior to June 1, 2006, multiplied by (B) the Seller Pro RataPercentage.

###  

### (c)                                  TaxableREIT Subsidiary Election.  Buyer maymake, or require Seller to make or cause to be made, an election under Section 856(l)of the Code, effective as of the Closing Date, to treat the Seller Subsidiaryowning the Baltimore Property for federal income tax purposes as a “taxableREIT subsidiary” and Seller shall cooperate in connection with making suchelection.

###  

**1.14.****                     CertainPending Property Acquisitions.**

 

### (a)                                  IfBuyer has elected to delay the Closing Date pursuant to Section 1.2 and,during such delay, the Fund is required to make a non-refundable deposit (orhas a refundable deposit previously made converted into a non-refundabledeposit) under a contract to purchase an additional property, which propertyhas been reasonably approved for purchase by Buyer in accordance with thestandard set forth on Schedule 1.14(a) hereto, then Buyer willhave the right to require either that (i) the Fund keep such contract inplace and, to the extent applicable, purchase such property prior to Closing inaccordance with such contract, in which case the Closing Cash Payment shall beincreased by an aggregate amount equal to the product of (A) allreasonable, third party out-of-pocket costs (including, without limitation,legal expenses) expended by the Fund in connection with such purchase andfunded deposits to the extent not included in adjustments pursuant to Section 1.8,multiplied by (B) the Seller Pro Rata Percentage, or (ii) forfeitsuch deposit, in which case the Closing Cash Payment shall be increased by anaggregate amount equal to the product of (A) all deposits so forfeited upto an aggregate cap of $750,000, multiplied by (B) the Seller Pro RataPercentage.

###  

### (b)                                 Ifthe Fund keeps a contract to purchase an additional property in place pursuantto clause (i) of the first sentence of Section 1.14(a), then the Fund(and any Subsidiary also entering into such contract) will enter into a sideletter agreement with Cabot Properties, Inc. in the form of Exhibit E,pursuant to which Cabot Properties, Inc. or its designated affiliate willhave the right to purchase such property within 60 days after the later of theClosing Date or the date on which the Fund (or one of its Subsidiaries) closeson such property.

 

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### (c)                                  Cabothas entered into a purchase and sale agreement on behalf of the Fund for thepurchase of the property known as 212th Street, Seattle, Washington (the “SeattleProperty”), for a purchase price of $9,025,000, a true and complete copy ofwhich purchase and sale agreement has been provided by Seller to Buyer.  If the Fund or a Seller Subsidiary has notclosed on the acquisition of the Seattle Property prior to Closing, then (i) thepurchase and sale agreement for the Seattle Property shall be assigned to theFund as of Closing and the Fund shall assume all obligations of Cabot undersuch purchase and sale agreement pursuant to an assignment and assumptionagreement in form and substance reasonably satisfactory to Seller and Buyer, (ii) theClosing Cash Payment shall be decreased by the product of (A) $12,932,000multiplied by (B) the Seller Pro Rata Percentage and (iii) Cabot’srights with respect to the deposit funded by Cabot pursuant to such purchaseand sale agreement shall be transferred to the Fund and the amount of suchdeposit shall be included in the Current Assets of Seller in the determinationof Estimated Closing Adjusted WorkingCapital and Closing Adjusted Working Capital to the extent not otherwiseaccounted for in the prorations and adjustments pursuant to Section 1.8.  Upon the closing of the purchase of theSeattle Property by the Fund or a Seller Subsidiary or other affiliate of Buyerafter Closing, Buyer shall pay to the Seller Representative, for payment to theStockholders, within three (3) Business Days after such closing, an amountin cash equal to the product of (A) $3,907,000, less any transfer taxes,title insurance premiums and other third party out-of-pocket costs reasonably borneby the Fund or the Seller Subsidiary or such affiliate of Buyer in connectionwith such closing, multiplied by (B) the Seller Pro Rata Percentage.

###  

**1.15.****                     Post-ClosingExecution of Exhibit K Leases.** To the extent that any lease described on Exhibit K that wasnot fully executed as of Closing is subsequently executed by the applicable tenantand the Fund or applicable Seller Subsidiary or other transferee affiliate ofBuyer on substantially the same terms as set forth in Exhibit K forsuch lease and the payment of rent under such lease commences within the numberof months set forth in Exhibit K for such lease, then Buyer shallpay, or cause to be paid, to the Seller Representative, for payment to theStockholders, within three (3) Business Days after payment of rentcommences an amount in cash equal to the product of (A) the monthly rent shownon Exhibit K for such lease, multiplied by (B) the differencebetween (i) the number of months set forth for such lease on Exhibit Kand (ii) the number of months (or portions of months) that haveexpired since the Closing prior to the commencement of payment of rent,multiplied by (C) the Seller Pro Rata Percentage.

 

# **ARTICLE II - REPRESENTATIONSAND WARRANTIES OF SELLER**

#  

Seller herebyrepresents and warrants to Buyer and Acquisition Sub as follows:

 

**2.1.****                            Organization,Standing and Power of Seller**.  Selleris a corporation duly incorporated, validly existing and in good standing underthe laws of Maryland.  Seller has allrequisite corporate power and authority to own, operate, lease and encumber itsproperties and carry on its business as now being conducted.  Seller is duly qualified or licensed to dobusiness as a foreign corporation and is in good standing in each jurisdictionin which the nature of its business makes such qualification or licensingnecessary, other than in such jurisdictions where the failure to be soqualified or licensed, individually or in the aggregate, would not have aSeller Material Adverse Effect.  Sellerhas delivered to Buyer complete and correct copies of the Articles ofIncorporation of Seller (the “Seller Charter”) and the Amended andRestated Bylaws

 

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of Seller (“Seller Bylaws”), in each case, as amended orsupplemented.  The Seller Charter andSeller Bylaws are each in full force and effect.

 

**2.2.****                            SellerSubsidiaries.**

 

### (a)                                  Schedule 2.2(a) setsforth (i) each Subsidiary of Seller (the “Seller Subsidiaries”), (ii) theownership and voting interest therein of Seller, (iii) the identity andownership and voting interest of each of the other owners, partners, members,managers, officers, directors and trustees of such Seller Subsidiary, (iv) eachproperty owned or leased by such Subsidiary, and (v) if not wholly ownedby such Subsidiary, the identity and voting and ownership interest of each ofthe other owners of such property.  Asused in this Agreement, “Subsidiary” of any Person means anycorporation, partnership, limited liability company, joint venture, trust orother legal entity of which such Person owns (either directly or through ortogether with another Subsidiary of such Person) either (i) a generalpartner, managing member or other similar interest, or (ii) 50% or more ofthe outstanding capital stock or other voting or equity interests of suchcorporation, partnership, limited liability company, joint venture or otherlegal entity; provided that, with respect to Seller, the Fund shall be aSubsidiary.  As used herein, “Person”means an individual, corporation, partnership, limited liability company, jointventure, association, trust, unincorporated organization or other entity.

###  

### (b)                                 Exceptas set forth in Schedule 2.2(b), (i) all of the outstandingshares of capital stock of each Seller Subsidiary that is a corporation havebeen duly authorized, validly issued and are (A) fully paid andnonassessable and not subject to preemptive rights, (B) owned by Seller orby another Seller Subsidiary and (C) owned free and clear of all pledges,claims, liens, charges, encumbrances and security interests of any kind ornature whatsoever, other than with respect to Taxes not yet due and payable(collectively, “Liens”) and (ii) all equity and voting interests ineach Seller Subsidiary that is a partnership, joint venture, limited liabilitycompany, trust or other legal entity (other than a corporation) which are ownedby Seller and/or by another Seller Subsidiary are owned free and clear of allLiens and Seller or such other Seller Subsidiary is a properly admittedpartner, member or similar Person of such entity.  Each Seller Subsidiary that is a corporationis duly incorporated, validly existing and in good standing under the laws ofits jurisdiction of incorporation and has the requisite corporate power andauthority to own, operate, lease and encumber its properties and carry on itsbusiness as now being conducted, and each Seller Subsidiary that is apartnership, limited liability company, trust or other legal entity (other thana corporation) is duly organized, validly existing and in good standing underthe laws of its jurisdiction of organization and has the requisite power andauthority to own, operate, lease and encumber its properties and carry on itsbusiness as now being conducted.  Each SellerSubsidiary is duly qualified or licensed to do business and is in good standingin each jurisdiction in which the nature of its business or the ownership orleasing of its properties makes such qualification or licensing necessary,other than in such jurisdictions where the failure to be so qualified orlicensed, individually or in the aggregate, would not have a Seller MaterialAdverse Effect and in each jurisdiction where a property owned by such SellerSubsidiary is located.  Complete andcorrect copies of the charter, bylaws, organization documents and partnership,joint venture, limited liability company agreements or similar governingdocuments of each Seller Subsidiary, as amended, have been previously deliveredor made available to Buyer.  All suchdocuments are in full force and effect.

 

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**2.3.****                            CapitalStructure.**

 

### (a)                                  Theauthorized shares of capital stock of Seller consist of 1,000,000 shares ofcommon stock, $0.01 par value per share, 209,337******ofwhich are issued and outstanding and 1,000,000 shares of excess stock, $0.01par value per share, none of which are issued or outstanding.  There are no shares of capital stock ofSeller held in the treasury of the Seller and no shares of capital stock ofSeller are currently reserved for issuance for any purpose or upon theoccurrence of any event or condition.

###  

### (b)                                 Alloutstanding shares of Seller’s capital stock are duly authorized, validlyissued, fully paid and nonassessable and not subject to preemptive rights.  There are no bonds, debentures, notes, otherindebtedness or other securities of Seller having the right to vote (orconvertible into, or exchangeable for, securities having the right to vote) onany matters on which Stockholders may vote.

###  

### (c)                                  Exceptas set forth in Schedule 2.3(c), there are no outstandingsecurities, options, warrants, calls, rights, commitments, agreements,arrangements or undertakings of any kind to which Seller or any SellerSubsidiary is a party or by which such entity is bound, obligating Seller orany Seller Subsidiary to issue, deliver, vote, acquire, transfer or sell, orcause to be issued, delivered, voted, acquired, transferred or sold, shares ofcapital stock (or securities convertible into or exchangeable for any suchshares), securities or other ownership or voting interests of Seller or anySeller Subsidiary or to admit any other Person as a partner, member, trustee orsimilar Person with respect to any Seller Subsidiary or otherwise relating tothe management or operation of Seller or a Seller Subsidiary or obligatingSeller or any Seller Subsidiary to issue, grant, extend or enter into any suchsecurity, option, warrant, call, right, commitment, agreement, arrangement orundertaking (other than to Seller or a Seller Subsidiary).

###  

### (d)                                 Alldividends or distributions on Seller Common Shares or partnership interests inthe Fund that have been declared have been paid in full.

###  

### (e)                                  Neitherthe Seller or the Fund has entered into any registration rights agreementspursuant to which Seller or the Fund is obligated to register any securitiesunder the Securities Act of 1933, as amended.

###  

### (f)                                    Exceptas set forth in Schedule 2.3(f), no Person has ever been astockholder, partner or member, or owned any securities or other voting orownership interest, including without limitation, options, warrants or otherrights, in the Fund or any other Seller Subsidiaries.  Neither Seller, the Fund nor any other SellerSubsidiary has succeeded to the liabilities of any other Person by operation oflaw pursuant to a purchase of assets, securities or other voting or ownershipinterests, merger, consolidation or similar transaction.

###  

### (g)                                 Theminute book and stockholder, partner, member and ownership records of each ofthe Seller, the Fund and the other Seller Subsidiaries have been made providedby Seller to Buyer and are true, correct and complete in all material respects.

###  

### (h)                                 Exceptas set forth in Schedule 2.3(h), neither Seller, the Fund nor anyother Seller Subsidiary owns or has ever owned any assets other than the SellerProperties or

 

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### shares of capital stock,partnership interests, membership interests, other securities or other votingor ownership interests of the Seller, the Fund or any Seller Subsidiaries.

###  

### (i)                                     Allcapital stock, voting and ownership interests and other securities in Sellerand the Seller Subsidiaries have been issued in compliance in all materialrespects with all applicable Laws.

###  

**2.4.****                            OtherInterests**.  Except for interests inthe Seller Subsidiaries, neither Seller nor any Seller Subsidiary owns directlyor indirectly any interest or investment (whether equity or debt) in anycorporation, partnership, joint venture, business, trust or other entity (otherthan investments in short-term investment securities).

 

**2.5.****                            Authority;Noncontravention; Consents.**

 

### (a)                                  Sellerhas the requisite corporate power and authority to enter into this Agreementand, subject to the requisite stockholder approval of the Merger, to consummatethe transactions contemplated by this Agreement to which Seller is aparty.  The execution and delivery ofthis Agreement by Seller and the performance by Seller of its obligations underthis Agreement to which Seller is a party have been duly authorized by allnecessary action on the part of Seller, except for and subject to stockholderapproval.  This Agreement has been dulyexecuted and delivered by Seller and constitutes a legal, valid and bindingobligation of Seller, enforceable against Seller in accordance with and subjectto its terms, except as the same may be limited by bankruptcy, insolvency,reorganization, moratorium or other laws affecting the rights of creditorsgenerally and subject to the rules of law governing (and all limitationson) specific performance, injunctive relief and other equitable remedies.

###  

### (b)                                 Exceptas set forth in Schedule 2.5(b) and except as may result fromany facts or circumstances relating solely to Buyer (including, withoutlimitation, its sources of financing), and assuming that all consents, approvals,authorizations and other actions set forth on Schedule 2.5(b) havebeen obtained and all filings and notifications set forth on Schedule 2.5(b) havebeen made, the execution and delivery of this Agreement by Seller does not, andthe consummation of the transactions contemplated by this Agreement to whichSeller is a party and compliance by Seller with the provisions of thisAgreement will not, conflict with, or result in any violation of, or default(with or without notice or lapse of time, or both) under, or give rise to aright of termination, cancellation or acceleration of any material obligationor to loss of a material benefit under or result in the creation of any Lienupon any of the properties or assets of Seller or any Seller Subsidiary under:

###  

#### (i)                                     the Seller Charteror the Seller Bylaws or the comparable charter or organizational documents orpartnership, operating, or similar agreement (as the case may be) of any SellerSubsidiary, each as amended or supplemented;

####  

#### (ii)                                  any IndebtednessDocument, material reciprocal easement agreement, material Seller Space Leaseor other material agreement, instrument, permit, concession, franchise orlicense applicable to Seller or any Seller Subsidiary or their respectiveproperties or assets; or

 

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#### (iii)                               subject to thegovernmental filings and other matters referred to in the following sentence,any judgment, order, decree, statute, law, ordinance, rule or regulation(collectively, “Laws”) that is material and applicable to Seller or anySeller Subsidiary, or their respective properties or assets.

####  

No consent,approval, order or authorization of, or registration, declaration or filingwith, any federal, state or local government or any court, administrative or regulatoryagency or commission or other governmental authority or agency, domestic orforeign (a “Governmental Entity”), is required by or with respect toSeller or any Seller Subsidiary in connection with the execution and deliveryof this Agreement by Seller or the consummation by Seller of the transactionscontemplated by this Agreement, except for (i) the acceptance for recordof the Articles of Merger by the Department, (ii) such consents,approvals, orders, authorizations, registrations, declarations and filings asare set forth in Schedule 2.5(b), and (iii) such filings asmay be required, if any, under (x) Laws requiring transfer, recordation orgains tax filings or (y) federal, state or local environmental Laws.

 

**2.6.****                            FinancialStatements; Undisclosed Liabilities.**

 

### (a)                                  TheSeller has delivered to Buyer (i) an unaudited balance sheet of the Sellerand, on a consolidated basis, an audited balance sheet of the Fund and theother Seller Subsidiaries as of December 31, 2004, and related statementsof operations, statements of partners’ and stockholders’ equity, and statementsof cash flows, each as of the year ended December 31, 2004, and (ii) unauditedbalance sheets of the Seller and, on a consolidated basis, the Fund and theother Seller Subsidiaries as of March 31, 2005 (the “Most RecentBalance Sheets”), and related statements of operations, statements ofpartners’ and stockholders’ equity, and statements of cash flows, each as ofthe three months ended March 31, 2005, all of which are attached hereto asSchedule 2.6(a) (collectively, the “Financial Statements”).

###  

### (b)                                 TheFinancial Statements have been prepared in accordance with GAAP consistentlyapplied on a fair value basis during the periods involved (except as may beindicated in the notes thereto) and fairly presented in all material respects,in accordance with the applicable requirements of GAAP consistently applied ona fair value basis, the financial positions of Seller and the Fund, as of thedates thereof and the results of operations and cash flows for the period thenended.  Except as set forth in Schedule 2.6(b),Seller has no Subsidiaries which are not consolidated with the Fund foraccounting purposes.  Except as set forthon Schedule 2.6(b), the Seller has no material liabilities (whetherknown or unknown, whether absolute or contingent, whether liquidated orunliquidated and whether due or to become due) (“Liabilities”), exceptfor (i) liabilities stated or adequately reserved against on the MostRecent Balance Sheets, (ii) liabilities that arose in the ordinary courseof business after the date of the Most Recent Balance Sheets substantiallyconsistent with past practice, and (iii) liabilities under the Seller’s orany Seller Subsidiary’s existing contracts and agreements disclosed pursuant toSection 2.15 hereof but not required to be disclosed pursuant to GAAP.

###  

**2.7.****                            Absenceof Certain Changes or Events**.  Exceptas disclosed in Schedule 2.7, since the date of the Most RecentBalance Sheets, Seller and the Seller Subsidiaries have conducted theirbusiness only in the ordinary course consistent with past practices (includingthe acquisition of properties and issuance of securities) and there has notbeen:

 

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### (a)                                  anySeller Material Adverse Effect, nor has there been any occurrence orcircumstance that with the passage of time will result in a Seller MaterialAdverse Effect;

###  

### (b)                                 exceptfor distributions in June 2005 of $13.15 per Seller Common Share, in eachcase with customary record and payment dates, all of which have been paid, anyauthorization, declaration, setting aside or payment of any dividend or otherdistribution (whether in cash, stock or property) or redemption or otheracquisition with respect to the Seller Common Shares or the partnershipinterests in the Fund;

###  

### (c)                                  anysplit, combination or reclassification of the Seller Common Shares or anyownership or voting interest in any Seller Subsidiary or any issuance or theauthorization of any issuance of any other securities in respect of, in lieu ofor in substitution for, or giving the right to acquire by exchange or exercise,shares of stock of Seller or an ownership or voting interest in, any SellerSubsidiary;

###  

### (d)                                 anydamage to, destruction or loss of any asset or property of Seller or the SellerSubsidiaries in excess of $50,000, whether or not covered by insurance;

###  

### (e)                                  anymaterial change in accounting methods, principles or practices by Seller or anySeller Subsidiary, except insofar as may have been required by a change in GAAPconsistently applied on a fair value basis;

###  

### (f)                                    anywaiver, release or cancellation of any material claims against third parties ormaterial debts owing to it, or any rights which have any material value,

###  

### (g)                                 anymaterial transaction with affiliates of Seller or any Seller Subsidiary(including Cabot);

###  

### (h)                                 anytransfer, acquisition, or encumbrance of any real estate or other materialassets;

###  

### (i)                                     anymaterial Tax election or settlement or compromise of any material federal,state, local or foreign Tax liability, or waiver or extension of the statute oflimitations in respect of any such material Taxes;

###  

### (j)                                     anysettlement or compromise of any material suits or claims of liability againstthe Seller, any Seller Subsidiary or any of their respective directors,officers, managers, partners, trustees, employees or agents in their capacityas such;

###  

### (k)                                  anytermination or material modification of any Seller Space Lease or material Contract;

###  

### (l)                                     anyamendment to the Seller Charter or Seller Bylaws, or any amendment to theorganizational documents of any Seller Subsidiary; or

###  

### (m)                               incurrenceor guaranty of a material amount of Indebtedness or other liability by Selleror any Seller Subsidiary.

 

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**2.8.****                            Litigation**.  Except as disclosed in Schedule 2.8,there is no suit, action or proceeding pending (in which service of process hasbeen received by Seller or a Seller Subsidiary) or, to the Knowledge of Seller,threatened in writing, against or affecting Seller or any Seller Subsidiary orany of their respective assets or properties involving a claim in excess of$50,000, nor is there any judgment, decree, injunction, rule or order ofany court or Governmental Entity or arbitrator outstanding against Seller orany Seller Subsidiary having, or which, insofar as reasonably can be foreseen,in the future would have, any such effect. None of the Seller, the Fund or any other Seller Subsidiary has enteredinto any agreement to settle or compromise any suit, action or proceeding thatis or was pending or threatened against it which has involved any obligationother than the payment of money that has been paid or for which the Seller, theFund or any other Seller Subsidiary has any continuing material obligationafter the date hereof.

 

**2.9.****                            Properties.**

 

### (a)                                  Theproperties identified in Schedule 2.2(a) (the “SellerProperties”) are all of the real estate properties owned or ground leasedby Seller and the Seller Subsidiaries.  Schedule 2.9(a) listseach of the Seller Properties which are under development as of the date ofthis Agreement and describes generally the status of such development as of thedate hereof.

###  

### (b)                                 Sellerhas previously delivered or made available to Buyer copies of all owner’spolicies of title insurance (collectively the “Title Policies”) issuedinsuring the Seller’s or the applicable Seller Subsidiary’s interest in theSeller Properties which are identified on Schedule 2.2(a).

###  

### (c)                                  Exceptas provided in Schedule 2.9(c) neither Seller nor any SellerSubsidiary has received written notice (i) that any certificate, permit orlicense from any Governmental Entity having jurisdiction over any of the SellerProperties or any agreement, easement or other right which is necessary topermit the lawful use and operation of the buildings and improvements on any ofthe Seller Properties or which is necessary to permit the lawful use andoperation of all driveways, roads and other means of egress and ingress to andfrom any of the Seller Properties has not been obtained and is not in fullforce and effect or (ii) of any currently outstanding violation in anymaterial respect of any Law with respect to, or of any material restriction,covenant or similar material agreement affecting, any of the Seller Properties.

###  

### (d)                                 Exceptas provided in Schedule 2.9(d), neither Seller nor any SellerSubsidiary has received any written notice to the effect that (i) anycondemnation or rezoning proceedings are pending or threatened with respect toany of the Seller Properties or (ii) any zoning, building or similar Law,code, ordinance, order or regulation is or will be violated in any materialrespect by the continued maintenance, operation or use of any buildings orother improvements on any of the Seller Properties or by the continuedmaintenance, operation or use of the parking areas.

###  

### (e)                                  Therent roll previously provided by Seller to Buyer (the “Seller Rent Roll”)lists each Seller Space Lease in effect as of April 29, 2005.  “Seller Space Lease” means each lease,license or other right of occupancy affecting or relating to a property inwhich Seller

 

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### (or any Seller Subsidiary) isthe landlord, either pursuant to the terms of the lease agreement or assuccessor to any prior landlord, but excluding any Ground Lease.  The Seller Rent Roll is in the formcustomarily used by Seller in its ordinary course of business.  Except as set forth on Schedule 2.9(e),neither Seller or any Seller Subsidiary, on the one hand, nor, to the Knowledgeof Seller, any other party, on the other hand, is in material default under anySeller Space Lease.  Except as set forthon Schedule 2.9(e), all improvements required to be constructed bythe applicable Seller Subsidiary under each Seller Space Lease has beencompleted and the applicable tenant has accepted its space.  The foregoing representations regarding defaultsand improvements of Seller or any Seller Subsidiary under Seller Space Leasesshall be of no force or effect to the extent that an estoppel certificatesubsequently received by Buyer from the applicable tenant stipulates as to theabsence of defaults or the completion of improvements and the acceptance ofspace, as applicable. *** ***There are no leases (other thanGround Leases) entered into by Seller or any Seller Subsidiary (or anypredecessor owner of a Seller Property) in force for the Seller Propertiesother than the Seller Space Leases.  TheSeller Space Leases made available to Buyer are true, correct and completecopies of all the existing Seller Space Leases. Except as set forth in Schedule 2.9(e), no tenant has paidany rent more than thirty (30) days in advance (other than payment of securitydeposits consistent with the Seller Space Leases).

###  

### (f)                                    Exceptfor leasing commissions, tenant improvement allowances and tenant improvementcommitments (including capital improvements required under leases) incurredprior to the date hereof for which Seller is responsible as a Pro-Rated Item orincurred in connection with new leases entered into pursuant to Section 4.1(w)or (x), there are no rental, lease, or other commissions now due and payable orwhich will become due or payable with respect to the current term of any of theSeller Space Leases or, except as provided in the leasing agreements set forthin Schedule 2.9(e), in connection with any renewals or extensionsof such terms, and no unpaid or pending tenant improvement costs or other concessionsnow due or payable in connection with any of the Seller Space Leases or whichwill become due or payable.

###  

### (g)                                 Sellerhas delivered or made available to Buyer during the Due Diligence Period true,correct and complete copies of all supply, maintenance and service agreementsrelating to the management, maintenance, and operation of the Seller Propertiesother than contracts which can be terminated within thirty (30) days withoutpenalty or premium (collectively, the “Service Contracts”).  To Seller’s Knowledge, there is no existingmaterial default under any Service Contracts. Schedule 2.9(g) lists each Service Contract whichprovides for payments by any party in excess of, or a series of payments whichin the aggregate exceed, $50,000 in any one year period, or provides for thedelivery of goods or performance of services, or any combination thereof,having a value in excess of $50,000 in any one year period, and any otherService Contract which is not terminable by Seller or the applicable SellerSubsidiary on thirty (30) days notice or less without penalty.

###  

### (h)                                 Schedule 2.9(h) listsall ground leases (each a “Ground Lease”) to which any of the SellerProperties are subject.  Neither Selleror any Seller Subsidiary, on the one hand, nor, to the Knowledge of Seller, anyother party, on the other hand, is in material default under any Ground Lease.   The copies of the Ground Leases madeavailable to Buyer are true, correct and complete copies of Ground Leases.

 

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### (i)                                     NeitherSeller, the Fund nor any Seller Subsidiary has sold or otherwise disposed ofany real estate properties other than that certain property known as 2800Peterson Place, Atlanta, Georgia (the “Atlanta Property”), which wassold to a user of such property pursuant to an unsolicited offer to purchase.

###  

**2.10.****                     EnvironmentalMatters**.  Seller has previouslydelivered or made available to Buyer complete copies of all final versions ofenvironmental investigations and testing or analysis made by or on behalf ofSeller or any of the Seller Subsidiaries that are in the possession of any ofthem with respect to the environmental condition of the Seller Properties (the “EnvironmentalReports”).  Except as set forth inthe Environmental Reports and Schedule 2.10, neither Seller nor anySeller Subsidiary has made any report or disclosure to any Governmental Entityrelating to any hazardous materials contamination.

 

**2.11.****                     EmployeeBenefits**.

 

### (a)                                  Noneof Seller, any of the Seller Subsidiaries, or any ERISA Affiliate of Seller orany Seller Subsidiary, maintains, sponsors, is a party to, participates in, hasa commitment to create or has any liability or contingent liability withrespect to:

###  

#### (i)                                     any employeebenefit plan or employee welfare benefit plan (as those terms are defined in section 3(1) and3(2), respectively, of the Employee Retirement Income Security Act of 1974, asamended (“ERISA”));

####  

#### (ii)                                  any retirement ordeferred compensation plan, incentive compensation plan, stock plan, retentionplan or agreement, unemployment compensation plan, vacation pay, change incontrol, severance pay, bonus or benefit arrangement, insurance orhospitalization program or any fringe benefit arrangements for any current orformer employee, director, consultant or agent, whether pursuant to contract,arrangement, custom or informal understanding, which does not constitute anemployee benefit plan (as defined in section 3(3) of ERISA); or

####  

#### (iii)                               any employment agreementor consulting agreement with an individual.

####  

For purposesof this Section 2.11, the term “ERISA Affiliate” means, withrespect to any person, any corporation, trade or business which, together withsuch person, is a member of a controlled group of corporations or a group oftrades or businesses under common control within the meaning of section 414of the Code.  Neither Seller nor any ofthe Seller Subsidiaries has any employees.

 

### (b)                                 Equityparticipation in the Seller and in each Seller Subsidiary by benefit planinvestors is not significant (as such terms are defined in 29 C.F.R. Section 2510.3-101(the “Plan Assets Regulation”)).  At all time since the Seller’sformation, the assets of the Seller and the Seller Subsidiaries have not beentreated as plan assets (as such term is defined in the Plan Assets Regulation).

###  

**2.12.****                     Taxes**.  Notwithstanding anything to the contrary inthis Article II, Section 2.12 shall be the sole representation andwarranty of the Seller with respect to Taxes. The

 

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representations and warranties contained in Sections of Article IIother than this Section 2.12 shall be deemed to exclude any representationor warranty insofar as such representation or warranty relates to Taxes.

 

### (a)                                  Eachof Seller and the Seller Subsidiaries (A) has timely filed all material Taxreturns and reports required to be filed by it (after giving effect to anyfiling extension properly granted by a Governmental Entity having authority todo so) and all such returns and reports are accurate, correct and complete inall material respects, and (B) has paid (or Seller has paid on its behalf)all material Taxes as required to be paid by it, on or before the datehereof.  Neither Seller nor any SellerSubsidiary is the subject of any audit, examination or other proceeding inrespect of U.S. federal income Taxes, and neither Seller nor any SellerSubsidiary has received written notice that any such audit, examination orother proceeding is being considered by any Tax authority.  No deficiencies for any material Taxes havebeen asserted or assessed (or, to the Knowledge of Seller, proposed) againstSeller or any of the Seller Subsidiaries, and no requests for waivers of thetime to assess any such Taxes are pending. Each of the Seller and the Seller Subsidiaries has withheld all materialTaxes required to be withheld by it, and has paid over to the relevant Taxauthority within the time period prescribed by Law any Taxes withheld asrequired by applicable law or regulation. There are no Liens for Taxes on the assets or properties of the Selleror the Seller Subsidiaries, except Liens for Taxes not yet due.  Neither the Seller nor any of the SellerSubsidiaries is bound by or has any obligation under any Tax sharing or Taxindemnification agreement or any liability for the Taxes of any person (otherthan Seller and the Seller Subsidiaries) under Treasury Regulation Section 1.1502-6(or any similar provision of state, local or foreign law) or as a transferee orsuccessor or otherwise.  As used in thisAgreement, “Taxes” shall include all federal, state, local and foreignincome, property, sales, franchise, employment, excise and other taxes, tariffsor governmental charges of any nature whatsoever, together with penalties,interest or additions to Tax with respect thereto.

###  

### (b)                                 Seller(i) for the taxable years commencing with the taxable year ended December 31,2003 to and including the taxable year ended December 31, 2004 has beensubject to taxation as a real estate investment trust (a “REIT”) withinthe meaning of Section 856 of the Code and has satisfied all requirementsto qualify as a REIT for such years, (ii) has operated since December 31,2004 to the date of this representation, and intends to continue to operate, insuch a manner as to permit it to continue to qualify as a REIT, and (iii) hasnot taken or omitted to take any action which would reasonably be expected toresult in a challenge to its status as a REIT and no such challenge is pendingor, to Seller’s Knowledge, has been threatened. No Seller Subsidiary is or has at any time been a corporation (or anentity that would, under applicable federal income tax principles, beclassified as an association or a publicly traded partnership taxable as acorporation).*** ***Sellerdoes not hold any asset the disposition of which would subject the Seller totax on built-in gain pursuant to IRS Notice 88-19, Section 1.337(d)-7 ofthe Treasury Regulations, or any other temporary or final regulations issuedunder Section 337(d) of the Code or any elections made thereunder.  Seller is a “domestically-controlledqualified investment entity” within the meaning of Section 897(h) ofthe Code.

###  

### (c)                                  Asof the date of this representation, Seller does not have any earnings andprofits attributable to any “non-REIT year” (within the meaning of Section 857of the Code) of the Seller or any other corporation.

 

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### (d)                                 Sellerand the Seller Subsidiaries have disclosed to the Internal Revenue Service (the“IRS”) all positions taken on its U.S. federal income Tax returns whichcould give rise to a substantial understatement of Tax under Section 6662or Section 6662A of the Code.

###  

### (e)                                  Noneof the Seller Properties were acquired by the Seller or the applicable SellerSubsidiary primarily for sale to customers in the ordinary course of a trade orbusiness within the meaning of Section 1221(a)(1) of the Code.

###  

### (f)                                    Solelyfor purposes of the indemnification provided in Section 7.2 of thisAgreement, the representations and warranties contained in this Section 2.12shall be deemed to have been made without any qualification therein as tomateriality.  The incurrence by theSeller or any Seller Subsidiary of any Taxes shall not be considered a breachof any representation or warranty contained in this Section 2.12 to theextent that (i) such Taxes were taken into account in the Post-ClosingBalance Sheet; or (ii) such Taxes would not have been incurred but for anyaction taken or omitted to be taken by the Buyer, the Seller or any SellerSubsidiary on the Closing Date but after the Effective Time or after theClosing Date, including but not limited to any breach by the Buyer of any ofits covenants contained in Section 5.5 of this Agreement.

###  

**2.13.****                     Broker**.  No broker, investment banker, financialadvisor, finder or other Person, is entitled to any broker’s, finder’s,financial advisor’s or other similar fee or commission in connection with thetransactions contemplated hereby pursuant to arrangements made by or on behalfof Seller or any Seller Subsidiary or an affiliate of any of them (includingCabot).

 

**2.14.****                     Compliancewith Laws**.  Neither Seller nor any ofthe Seller Subsidiaries has received any written notice that it is in violationof or has failed to comply with any Law applicable to its business oroperations and, to the Seller’s Knowledge, neither Seller nor any SellerSubsidiary is in violation of or has failed to comply with any Law applicableto its business or operations in any material respect; provided, however, thatnothing in this Section 2.14 is intended to address the compliance of theSeller Properties with respect to any such matters, which compliance isaddressed in Section 2.9(c).

 

**2.15.****                     Contracts;Debt Instruments.**

 

### (a)                                  NeitherSeller nor any Seller Subsidiary is in monetary default or material nonmonetarydefault under any Indebtedness Documents, and neither Seller nor any SellerSubsidiary has received written notice that Seller or any Seller Subsidiary isin violation of or in default any other material contract, agreement,arrangement or understanding to which it is a party or by which it or any of theSeller Properties or other material assets is bound (“Contract”; theterm “Contract” as used in this Agreement shall not be deemed to includeService Contracts, which are addressed in Section 2.9).  The foregoing representation regarding monetaryor material nonmonetary defaults of Seller or any Seller Subsidiary under any IndebtednessDocuments shall be of no force or effect to the extent that an estoppelcertificate subsequently received by Buyer from the applicable lenderstipulates as to the absence of such defaults.

###  

### (b)                                 Schedule 2.15(b) setsforth a list of each loan or credit agreement, note, bond, mortgage, indenture,and any other agreement or instrument pursuant to which any Indebtedness ofSeller or any of the Seller Subsidiaries, other than Indebtedness payable toSeller

 

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### or a Seller Subsidiary, isoutstanding or may be incurred (“Indebtedness Documents”).  For purposes of this Section 2.15, “Indebtedness”shall mean (i) indebtedness for borrowed money, whether secured orunsecured, (ii) obligations under conditional sale or other titleretention agreements relating to property purchased by such person, (iii) capitalizedlease obligations, (iv) obligations under interest rate cap, swap, collaror similar transaction or currency hedging transactions (valued at thetermination value thereof), (v) guarantees of any Indebtedness of anyother Person, (vi) all obligations evidenced by bonds, debentures, notesor other similar instruments, (vii) all obligations issued or assumed asthe deferred purchase price of property or services, and (viii) all monetaryobligations of others secured by a Lien on property or assets of Seller, theFund or another Seller Subsidiary, whether or not the obligations securedthereby have been assumed.

###  

### (c)                                  Tothe extent not set forth in response to the requirements of Section 2.15(b),Schedule 2.15(c) sets forth each interest rate cap, interestrate collar, interest rate swap, currency hedging transaction, and any otheragreement relating to a similar transaction to which Seller or any SellerSubsidiary is a party or an obligor with respect thereto.

###  

### (d)                                 Exceptas set forth in Schedule 2.15(d), neither Seller nor any SellerSubsidiary is a party to any material agreement relating to the management ofany Seller Property by any Person.

###  

### (e)                                  NeitherSeller nor any of the Seller Subsidiaries is a party to any agreement pursuantto which Seller or any Seller Subsidiary manages or provides services withrespect to any real properties other than Seller Properties.

###  

### (f)                                    Sellerhas delivered to Buyer prior to the date of this Agreement a true, correct andcomplete copy of its current capital budget relating to budgeted constructionfor the Baltimore Property.  Schedule 2.15(f) listsall material agreements entered into by Seller or the applicable SellerSubsidiary relating to the development or construction of the BaltimoreProperty or the Columbus Development which are currently in effect.

###  

### (g)                                 Schedule 2.15(g) listsall agreements entered into by Seller or any Seller Subsidiary providing forthe sale of, or option to sell, any Seller Properties, or any voting orownership interest in any entity, or the purchase of, or option to purchase, bySeller or any Seller Subsidiary, on the one hand, or the other party thereto,on the other hand, any real estate or other material assets, or any voting orownership interest in any entity.

###  

### (h)                                 Exceptas set forth in Schedule 2.15(h), neither Seller nor any SellerSubsidiary has any material continuing contractual liability (A) forindemnification or otherwise under any agreement whereby it sold any realestate or any material asset previously owned, directly or indirectly, bySeller or any Seller Subsidiary, or (B) to pay any additional purchaseprice for any of the Seller Properties, or any equity or ownership interest inany entity.

###  

### (i)                                     Exceptas set forth in Schedule 2.15(i), neither Seller nor any of theSeller Subsidiaries is party to any Contract which (i) requires a paymentby any party in excess of, or a series of payments which in the aggregateexceed, $50,000 in any one year period or provides for

 

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### the delivery of goods orperformance of services, or any combination thereof, having a value in excessof $50,000, or (ii) is not terminable on thirty days notice or lesswithout penalty;

 

### (j)                                     Exceptas set forth in Schedule 2.15(j), neither Seller nor any of theSeller Subsidiaries is party to any Contract of any kind with any employee,manager, partner, officer or director or affiliate (including Cabot) of theSeller or any Seller Subsidiary;

###  

### (k)                                  Exceptas set forth in Schedule 2.15(k), neither Seller nor any of theSeller Subsidiaries is party to any Contract involving any restrictions withrespect to the geographical area of operations or scope or type of business ofthe Seller or any Seller Subsidiary;

###  

### (l)                                     Exceptas set forth in Schedule 2.15(l) and except as set forth inIndebtedness Documents, neither Seller nor any of the Seller Subsidiaries isparty to any power of attorney or agency agreement or arrangement with anyPerson pursuant to which such Person is granted the authority to act for or onbehalf of the Seller or any Seller Subsidiary or the Seller or any SellerSubsidiary is granted the authority to act for or on behalf of any Person;

###  

### (m)                               Trueand correct copies of the Contracts listed in the Schedules set forth in this Section 2.15have been provided to Buyer.

###  

**2.16.****                     Bank Accounts**.  Schedule 2.16sets forth an accurate and complete list of the names and locations of eachbank or other financial institution at which the Seller or any SellerSubsidiary has an account (giving the account numbers) or safe deposit box whichwill not be closed at or prior to Closing and the names of all Personsauthorized to draw thereon or have access thereto, and the names of allPersons, if any, now holding powers of attorney or comparable delegation ofauthority from the Seller or any Seller Subsidiary and a summary statementthereof.

 

**2.17.****                     Insurance.**

 

### (a)                                  Schedule 2.17(a) containsan accurate and complete list of all policies of fire, liability, medical,workers’ compensation, title and other forms of insurance owned, held by orapplicable to the Seller, any Seller Subsidiary or any of their respectiveassets or businesses, including all occurrence-based policies applicable to theSeller, any Seller Subsidiary or their respective assets or businesses for allperiods prior to the Closing Date, and Seller has heretofore delivered or madeavailable to Buyer accurate and complete copies of all such policies.  All premiums with respect thereto covering allperiods up to and including the Closing Date have been paid.  To Seller’s Knowledge, all such policies arevalid, in full force and effect and enforceable, and no notice of cancellationor termination has been received with respect to any such policy.  To Seller’s Knowledge, such policies aresufficient for compliance with (i) all material requirements of Law and (ii) allmaterial agreements to which the Seller or any Seller Subsidiary is aparty.  Except as set forth in Schedule 2.17(a),neither the Seller nor any Seller Subsidiary has been refused any insurancewith respect to its assets or operations.

###  

### (b)                                 Schedule 2.17(b) containsan accurate and complete list of all claims in excess of $50,000 which havebeen made by the Seller or any Seller Subsidiary since December 31, 2002under any workers’ compensation, general liability, property or other insurancepolicy applicable to the Seller, any Seller Subsidiary or any of their respectiveassets or businesses.

 

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### Such claim information includesthe following information with respect to each accident, loss or other event: (a) theidentity of the claimant; (b) the date of the occurrence; (c) thestatus as of the report date; and (d) the amount claimed.

###  

**2.18.****                     CapitalImprovements**.  Schedule 2.18 describes all the capital improvements orpurchases or other capital expenditures which the Seller or any SellerSubsidiary has committed to or contracted for and which have not been completedand the cost and expense reasonably estimated to complete such work andpurchases.

 

**2.19.****                     StateTakeover Statutes**.  Seller has takenall action necessary to exempt the transactions contemplated by this Agreementbetween Buyer and Seller and its affiliates from the operation of any “fairprice,” “moratorium,” “control share acquisition” or any other anti-takeoverstatute or similar statute enacted under the state or federal laws of theUnited States or similar statute or regulation applicable to such transactions(each a “Takeover Statute”).

 

**2.20.****                     Disclaimer;Seller’s Knowledge; Disclosure; Material Adverse Effect.**

 

### (a)                                  Sellerdoes not make, and has not made, any representations or warranties relating toit, the Seller Subsidiaries, the Seller Properties, or the operations orbusinesses of the Seller and the Seller Subsidiaries or the businesses oroperations conducted on, at or with respect to the Seller Properties, orotherwise in connection with the transactions contemplated hereby, other thanthose expressly made by Seller in Sections 2.1 through 2.19 and thecertificates delivered pursuant to Section 6.2.  Other than as expressly set forth in thisAgreement and the certificates delivered pursuant to Section 6.2, Sellerhereby specifically disclaims any warranty, guaranty or representation, oral orwritten, past, present or future, of, as to, or concerning (i) the natureand condition of any Seller Property, including, without limitation, the water,soil and geology or any other matter affecting the stability or integrity ofsuch Seller Property, and the suitability thereof and of any Seller Propertyfor any and all activities and uses that the Buyer may elect to conductthereon, and the existence of any hazardous materials thereon, (ii) thecompliance of any Seller Property with any law, rule, regulation or ordinanceto which the Seller Property or the owner thereof is or may be subject, (iii) thecondition of title to the Seller Property or the nature and extent of any rightof way, lease, license, reservation or contract, (iv) the profitability orlosses or expenses relating to any Seller Property and the businesses conductedin connection therewith, (v) the value of any Seller Property, (vi) theexistence, quality, nature or adequacy of any utility servicing any SellerProperty, (vii) the physical condition of any Seller Property, (viii) whetherany Lease will be in force or effect as to any tenant on the Closing Date orthat any tenant thereunder will have performed all of its obligationsthereunder through the Closing Date, and (ix) the legal or taxconsequences of this Agreement or the transactions contemplated hereby.

###  

### (b)                                 Withoutlimiting the generality of the foregoing, except only as expressly set forth inthose representations and warranties made in Sections 2.1 through 2.19 hereof andthe certificates delivered pursuant to Section 6.2, (i) Seller hasnot made, and shall not be deemed to have made, any representations orwarranties in any presentation of the businesses (including without limitationany management presentation or property or facility tour) in connection withthe transactions contemplated hereby, and (ii) no statement made in anysuch presentation (including without limitation any management presentation orproperty or facility

 

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### tour) shall be deemed arepresentation or warranty hereunder or otherwise.  It is understood that any cost estimates,projections or other predictions, any data, any financial information,document, reports, sales brochure or other literature, maps or sketches,financial information or statements, or presentations (including withoutlimitation any management presentation or property or facility tour), or anymemoranda or offering materials are not and shall not be deemed to be or toinclude representations or warranties of Seller, and the Buyer acknowledgesthat it has not relied and is not relying on any such estimates, projections,predictions, data, financial information, memoranda, offering materials orpresentations (including without limitation any management presentation orproperty or facility, tour) except only as expressly set forth in thoserepresentations and warranties made in Sections 2.1 through 2.19 hereof and thecertificates delivered pursuant to Section 6.2.  No Person (other than the General Partner) hasbeen authorized by the Seller to make any representation or warranty relatingto the Seller, the Seller Subsidiaries, the Seller Properties, the businessesof the Seller and the Seller Subsidiaries, or the businesses or operationsconducted on, at or with respect to the Seller Properties, or otherwise inconnection with the transactions contemplated hereby and, if made, suchrepresentation or warranty must not be relied upon as having been authorized bySeller.

###  

### (c)                                  Whenevera representation or warranty made by Seller herein refers to the “Knowledge”of Seller, or to the “Seller’s Knowledge,” the accuracy of suchrepresentation shall be based solely on the actual (and not implied) knowledgeof Robert E. Patterson, Franz Colloredo-Mansfeld, Andrew D. Ebbott, Mark A.Bechard and Howard B. Hodgson, Jr. (each a “Seller Knowledge Party”),and shall not be construed to refer to the knowledge of any other officer,agent, partner, member, manager or employee of Seller or of any affiliate ofSeller or to impose or have imposed upon any Seller Knowledge Party any duty toinvestigate the matters to which such knowledge, or the absence thereof,pertains.  Whenever a representationprovides that Seller has not received notice of a fact or event or words ofsimilar import, the accuracy of such representation shall be based solely onthe actual receipt by Seller Knowledge Party of such notice or on the receiptof such notice by another employee of Seller or an affiliate of Seller where aSeller Knowledge Party has actual knowledge that such notice has been receivedby such other employee of Seller or an affiliate of Seller.

###  

### (d)                                 Notwithstandinganything to the contrary contained in this Agreement, any information disclosedon one Schedule shall be deemed to be disclosed on all Schedules providedthat the information so disclosed is disclosed with the requisite degree ofspecificity in order to qualify, supplement or disclose for the purposes of,such other Schedule.  Certain informationset forth on the Schedules is included solely for informational purposes andmay not be required to be disclosed pursuant to this Agreement.  The disclosure of any information shall notbe deemed to constitute an acknowledgment that such information is required tobe disclosed in connection with the representations and warranties made bySeller in this Agreement or that it is material, nor shall such information bedeemed to establish a standard of materiality, nor shall it be deemed anadmission of any liability of, or concession as to any defense available toSeller.  From time to time prior to theClosing, Seller shall amend or supplement the Schedules to this Article IIattached to this Agreement with respect to any matter that, if existing oroccurring at or prior to the Closing Date, would have been required to be setforth or described on such Schedules or that is necessary to complete orcorrect any information in any representation or warranty contained in this Article II;provided that no such amendment or supplement shall cure any breach of arepresentation, warranty, covenant or other term hereof, subject to Section 6.2(a).

 

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### (e)                                  “SellerMaterial Adverse Effect” means any change or effect that is (individuallyor in the aggregate with any other changes therein or effects thereof)materially adverse to the business, assets, liabilities, operations, cash flowsor financial condition of Seller and the Seller Subsidiaries, taken as a whole,other than any such changes or effects resulting from any of the following: (i) generalchanges in the economy or financial markets of the United States or any otherregion outside of the United States, (ii) changes in general (national,regional or local) economic, regulatory or political conditions (includingterrorist acts) or changes in the real estate industry or industrial realestate properties generally, (iii) changes in Law or GAAP consistentlyapplied on a fair value basis, or (iv) this Agreement, the transactionscontemplated hereby, or any announcement or indication thereof, or any actionstaken by Buyer hereunder or in contemplation hereof, or any actions that Sellerwas required to take hereunder, or any direct contact of Buyer or any of itsrepresentatives with any of the tenants or joint venture partners, or potentialtenants or joint venture partners of Seller or the Seller Subsidiaries).

###  

# **ARTICLE III - REPRESENTATIONSAND WARRANTIES OF BUYER AND ACQUISITION SUB**

#  

Buyer andAcquisition Sub hereby represent and warrant to Seller as follows:

 

**3.1.****                            Organization,Standing and Power of Buyer and Acquisition Sub.**

 

### (a)                                  Buyeris a corporation duly incorporated, validly existing and in good standing underthe laws of the State of Maryland and has all requisite corporate power andauthority to own, operate, lease and encumber its properties and carry on itsbusiness as now being conducted.  Buyeris duly qualified or licensed to do business as a foreign corporation and is ingood standing in each jurisdiction in which the nature of its business makessuch qualification or licensing necessary, other than in such jurisdictionswhere the failure to be so qualified or licensed, individually or in the aggregate,would not have a Buyer Material Adverse Effect.

###  

### (b)                                 AcquisitionSub is a corporation duly incorporated, validly existing and in good standingunder the laws of the State of Maryland and has all requisite corporate powerand authority to own, operate, lease and encumber its properties and carry onits business as now being conducted. Acquisition Sub is duly qualified or licensed to do business as aforeign corporation and is in good standing in each jurisdiction in which thenature of its business makes such qualification or licensing necessary, otherthan in such jurisdictions where the failure to be so qualified or licensed,individually or in the aggregate, would not have a Buyer Material AdverseEffect.  Acquisition Sub is an entity thatwas formed for the purpose of entering into the transactions contemplated bythis Agreement and prior to the Closing the only holders of equity interests inAcquisition Sub will be Dividend Capital Operating Partnership LP, a 99%subsidiary of Buyer and, at Buyer’s election, up to 125 Persons in connectionwith maintaining Acquisition Sub’s, and after the Closing, the Seller’squalification as a REIT.  Acquisition Subhas not conducted any business and held any assets other than directly inconnection with such purpose.

 

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**3.2.****                            Authority;Noncontravention; Consents.**

 

### (a)                                  Buyerhas the requisite corporate power and authority to enter into this Agreementand to consummate the transactions contemplated by this Agreement to whichBuyer is a party.  The execution anddelivery of this Agreement by Buyer and the consummation by Buyer of thetransactions contemplated by this Agreement to which Buyer is a party have beenduly authorized by all necessary action on the part of Buyer.  This Agreement has been duly executed anddelivered by Buyer and constitutes a legal, valid and binding obligation ofBuyer, enforceable against Buyer in accordance with and subject to its terms,except as the same may be limited by bankruptcy, insolvency, reorganization,moratorium or other laws affecting the rights of creditors generally andsubject to the rules of law governing (and all limitations on) specificperformance, injunctive relief and other equitable remedies.

###  

### (b)                                 AcquisitionSub has the requisite corporate power and authority to enter into thisAgreement and to consummate the transactions contemplated by this Agreement towhich Acquisition Sub is a party.  Theexecution and delivery of this Agreement by Acquisition Sub and the consummationby Acquisition Sub of the transactions contemplated by this Agreement to whichAcquisition Sub is a party have been duly authorized by all necessary action onthe part of Acquisition Sub.  ThisAgreement has been duly executed and delivered by Acquisition Sub andconstitutes a legal, valid and binding obligation of Acquisition Sub,enforceable against Acquisition Sub in accordance with and subject to itsterms, except as the same may be limited by bankruptcy, insolvency,reorganization, moratorium or other laws affecting the rights of creditorsgenerally and subject to the rules of law governing (and all limitationson) specific performance, injunctive relief and other equitable remedies.

###  

### (c)                                  Exceptas set forth in Schedule 3.2(c) and except as may result fromany facts or circumstances relating solely to Seller and Seller Subsidiaries,and assuming that all consents, approvals, authorizations and other actions setforth on Schedule 3.2(c) have been obtained and all filingsand notifications set forth therein have been made, the execution and deliveryof this Agreement by Buyer and the Acquisition Sub do not, and the consummationof the transactions contemplated by this Agreement and compliance by Buyer orAcquisition Sub with the provisions of this Agreement will not, conflict with,or result in any violation of or default (with or without notice or lapse oftime, or both) under, or give rise to a right of termination, cancellation oracceleration of any material obligation or to loss of a material benefit under,or result in the creation of any Lien upon any of the properties or assets ofBuyer or Acquisition Sub under:

###  

#### (i)                                     the Articles ofIncorporation of Buyer or Acquisition Sub or the Bylaws of Buyer or AcquisitionSub, each as amended or supplemented;

####  

#### (ii)                                  any loan or creditagreement, note, bond, mortgage, indenture, material reciprocal easementagreement, material lease or other material agreement, instrument, permit,concession, franchise or license applicable to Buyer or the Acquisition Sub ortheir respective properties or assets; or

 

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#### (iii)                               subject to thegovernmental filings and other matters referred to in the following sentence,any Laws that are material and applicable to Buyer or Acquisition Sub or theirrespective properties or assets.

####  

No consent, approval, order or authorizationof, or registration, declaration or filing with any Governmental Entity isrequired by or with respect to Buyer or Acquisition Sub in connection with theexecution and delivery of this Agreement by Buyer and Acquisition Sub or theconsummation by Buyer and Acquisition Sub of the transactions contemplated bythis Agreement, except for (i) the acceptance for record of the Articlesof Merger by the Department, (ii) such consents, approvals, orders,authorizations, registrations, declarations and filings as are set forth in Schedule 3.2(c) and(iii) such filings as may be required under (x) Laws requiring transfer,recordation or gains tax filings, (y) federal, state or local environmental Lawsor (z) the “blue sky” laws of various states, to the extent applicable.

 

**3.3.****                            Litigation**.  Except as disclosed in Schedule 3.3,there is no suit, action or proceeding pending (in which service of process hasbeen received by an employee of Buyer or a Buyer Subsidiary) or, to theKnowledge of Buyer, threatened in writing, against or affecting Buyer or any BuyerSubsidiary involving a claim in excess of $50,000 which, if adverselydetermined, individually or in the aggregate, would reasonably be expected toprevent the consummation of any of the transactions contemplated by thisAgreement, nor is there any judgment, decree, injunction, rule or order ofany court or Governmental Entity or arbitrator outstanding against Buyer or anyof its Subsidiaries having, or which, insofar as reasonably can be foreseen, inthe future would have, any such effect.

 

**3.4.****                            Broker**.  No broker, investment banker, financialadvisor, finder or other person, is entitled to any broker’s, finder’s,financial advisor’s or other similar fee or commission in connection with thetransactions contemplated hereby pursuant to arrangements made by or on behalfof Buyer, Acquisition Sub or any Subsidiary or an affiliate of any of them.

 

**3.5.****                            StateTakeover Statutes**.  Buyer has takenall action necessary to exempt the transactions between Buyer and Seller andits affiliates from the operation of any Takeover Statute.  Buyer is not an “interested stockholder” ofSeller or to Buyer’s Knowledge, an “affiliate of an interested stockholder” ofSeller within the meaning of Section 3-601 of the MGCL.

 

**3.6.****                            Financing**.  Buyer and Acquisition Sub expect to obtain byClosing, commitments for bridge financing sufficient to pay the MergerConsideration and all other amounts payable in connection with the transactionscontemplated by this Agreement.

 

**3.7.****                            Disclaimer;Buyer’s Knowledge; Disclosure; Material Adverse Effect.**

 

### (a)                                  NeitherBuyer nor Acquisition Sub make, or have made, any representations or warrantiesrelating to it, its Subsidiaries, or the operations or businesses of Buyer andits Subsidiaries or otherwise in connection with the transactions contemplatedhereby, other than those expressly made by Buyer in this Agreement.

###  

### (b)                                 Whenevera representation or warranty made by Buyer herein refers to the “Knowledge”of Buyer, or to the “Buyer’s Knowledge,” the accuracy of suchrepresentation

 

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### shall be based solely on theactual (and not implied) knowledge of Thomas Wattles, James D. Cochran, TeresaCorral and Matthew Murphy (each a “Buyer Knowledge Party”),and shall notbe construed to refer to the knowledge of any other officer, agent, partner,member, manager or employee of Buyer or of any affiliate of Buyer or to imposeor have imposed upon any Buyer Knowledge Party any duty to investigate thematters to which such knowledge, or the absence thereof, pertains.  Whenever a representation provides that Buyerhas not received notice of a fact or event or words of similar import, the accuracyof such representation shall be based solely on the actual receipt by BuyerKnowledge Party of such notice or on the receipt of such notice by anotheremployee of Buyer or an affiliate of Buyer where a Buyer Knowledge Party hasactual knowledge that such notice has been received by such other employee ofBuyer or an affiliate of Buyer.

###  

### (c)                                  Notwithstandinganything to the contrary contained in this Agreement, any information disclosedon one Schedule shall be deemed to be disclosed on all Schedules providedthat the information so disclosed is disclosed with the requisite degree ofspecificity in order to qualify, supplement or disclose for the purposes of,such other Schedule.  Certain informationset forth on the Schedules is included solely for informational purposes andmay not be required to be disclosed pursuant to this Agreement.  The disclosure of any information shall notbe deemed to constitute an acknowledgment that such information is required tobe disclosed in connection with the representations and warranties made byBuyer in this Agreement or that it is material, nor shall such information bedeemed to establish a standard of materiality, nor shall it be deemed anadmission of any liability of, or concession as to any defense available toBuyer.  From time to time prior to theClosing, Buyer shall amend or supplement the Schedules attached to thisAgreement with respect to any matter that, if existing or occurring at or priorto the Closing Date, would have been required to be set forth or described onsuch Schedules or that is necessary to complete or correct any information inany representation or warranty contained in this Article III; providedthat no such amendment or supplement shall cure any breach of a representation,warranty, covenant or other term hereto, subject to Section 6.3(a).

###  

### (d)                                 “BuyerMaterial Adverse Effect” means any change or effect that is (individuallyor in the aggregate with any other changes therein or effects thereof)materially adverse to the business, assets, liabilities, operations, cash flowsor financial condition of Buyer and the Buyer Subsidiaries, taken as a whole,other than any such changes or effects resulting from any of the following: (i) generalchanges in the economy or financial markets of the United States or any otherregion outside of the United States, (ii) changes in general (national,regional or local) economic, regulatory or political conditions (includingterrorist acts) or changes in the real estate industry or industrial realestate properties generally, (iii) changes in Law or GAAP consistentlyapplied on a fair value basis, or (iv) this Agreement, the transactionscontemplated hereby, or any announcement or indication thereof, or any actionstaken by Buyer hereunder or in contemplation hereof, or any actions that Buyerwas required to take hereunder, or any direct contact of Buyer or any of itsrepresentatives with any of the tenants or joint venture partners, or potentialtenants or joint venture partners of Buyer or the Buyer Subsidiaries).

###  

# **ARTICLE IV - COVENANTS**

#  

**4.1.****                            Conductof Seller’s Business Pending Merger**. During the period from the date of this Agreement to the Effective Time,except as consented to in writing by Buyer or as

 

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expressly contemplated in this Agreement, Seller shall and shall causeeach of the Seller Subsidiaries to:

 

### (a)                                  conductits business in the ordinary course and in substantially the same manner asheretofore conducted;

###  

### (b)                                 preserveintact its business organizations and goodwill and use reasonable best effortsto keep available the services of its officers and employees;

###  

### (c)                                  conferon a regular basis with one or more representatives of Buyer to reportoperational matters of materiality and, subject to Section 4.2, anyproposals to engage in material transactions;

###  

### (d)                                 promptlynotify Buyer of any material emergency or other material change in thecondition (financial or otherwise), business, properties, assets, or the normalcourse of its businesses or in the operation of the Seller Properties, or ofany material governmental complaints, investigations or hearings (orcommunications indicating that the same may be contemplated);

###  

### (e)                                  maintainits books and records in accordance with GAAP consistently applied on a fairvalue basis and not change in any material manner any of its methods,principles or practices of accounting in effect at the date of the Most RecentBalance Sheets, except as may be required by applicable law or GAAP;

###  

### (f)                                    dulyand timely file all material reports, Tax returns and other documents requiredto be filed with federal, state, local and other authorities, subject toextensions permitted by law;

###  

### (g)                                 notmake or rescind any election relative to Taxes (unless required by law ornecessary to preserve Seller’s status as a REIT) or settle or compromise anymaterial federal, state, local or foreign Tax liability, or waive or extend thestatute of limitations in respect of any such material Taxes;

###  

### (h)                                 continueto operate in such a manner as to allow the Seller to continue to qualify as aREIT;

###  

### (i)                                     makethe capital expenditures for tenant improvements and pay the leasingcommissions required under the leases listed on Exhibit K and notincur or enter into any commitment or contractual obligation (each, a “Commitment”)to incur additional Indebtedness (secured or unsecured) except for workingcapital under the Subscription Facility and Commitments for Indebtednessdescribed on Schedule 4.1(i);

###  

### (j)                                     notenter into, cancel or modify in any material respect any Ground Lease (orguaranty thereof) or any reciprocal easement agreement or similar agreementaffecting a Seller Property;

###  

### (k)                                  notamend the Seller Charter or the Seller Bylaws, or the articles or certificateof incorporation, bylaws, code of regulations, certificate of formation,certificate of

 

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### limited partnership,partnership agreement, operating or limited liability company agreement orjoint venture agreement or comparable charter or organization document of anySeller Subsidiary;

 

### (l)                                     makeno change in the number of shares of capital stock, membership interests orpartnership interests of the Seller and the Seller Subsidiaries that are issuedand outstanding as of the date hereof;

###  

### (m)                               grantno options or other right or commitment relating to Seller’s or any SellerSubsidiary’s shares of capital stock, membership interests or partnershipinterests or any security convertible into shares of capital stock, membershipinterests or partnership interests of Seller or any Seller Subsidiary, or anysecurity the value of which is measured by shares of capital stock, or anysecurity subordinated to the claim of its general creditors;

###  

### (n)                                 notdirectly or indirectly redeem, purchase or otherwise acquire any shares ofcapital stock, membership interests or partnership interests or any option,warrant or right to acquire, or security convertible into, shares of capitalstock, membership interests, or partnership interests of Seller or any SellerSubsidiary;

###  

### (o)                                 notsell, mortgage, subject to Lien or otherwise dispose of any of the SellerProperties, except pursuant to Section 1.13 or is the subject of a bindingcontract in existence on the date of this Agreement and disclosed in Schedule 2.15(b) orSchedule 4.1(i);

###  

### (p)                                 notsell, lease, mortgage, subject to Lien or otherwise dispose of any of itspersonal property or intangible property, except in connection with atransaction that is permitted by Schedule 4.1(p) or that is made inthe ordinary course of business and is not material, individually or in theaggregate;

###  

### (q)                                 notmake any loans, advances or capital contributions to, or investments in, anyother Person, other than loans, advances and capital contributions to SellerSubsidiaries in existence on the date hereof;

###  

### (r)                                    notpay, discharge or satisfy any material claims, liabilities or obligations(absolute, accrued, asserted or unasserted, contingent or otherwise), otherthan the payment, discharge or satisfaction, in the ordinary course of businessconsistent with past practice or in accordance with their terms, of liabilitiesreflected or reserved against in, or contemplated by, the most recent combinedfinancial statements (or the notes thereto) of Seller and the Fund furnished toBuyer or incurred in the ordinary course of business consistent with pastpractice;

###  

### (s)                                  notguarantee the indebtedness of another Person, enter into any “keep well” orother agreement to maintain any financial statement condition of another Personor enter into any arrangement having the economic effect of any of theforegoing;

###  

### (t)                                    notenter into any Commitment with any officer, director or affiliate (includingCabot) of Seller or any of the Seller Subsidiaries or any material Commitmentwith any consultant;

 

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### (u)                                 notincrease the compensation of, or enter into or amend any employment agreementwith, any of the Seller’s officers or directors and not hire any employees or adoptany employee benefit plans, programs or arrangements;

###  

### (v)                                 notsell, transfer or otherwise dispose of any of its ownership or voting interestsin, or resign as member, manager or partner of, any of the Seller Subsidiaries;

###  

### (w)                               priorto the expiration of the Due Diligence Period, not to enter into or amend (A) anylease of greater than 25,000 square feet, (B) any new lease for space inany real property acquired or pending acquisition pursuant to Section 1.14that does not provide for rent, lease structure, term, escalations, tenantimprovements, and lease commissions at least as favorable to Buyer as theLeasing Parameters or otherwise approved by Buyer in connection with itsapproval of such acquisition, (C) any contracts for any Property involving(or reasonably expected to involve) the payment of more than $50,000 in any oneyear period or (D) except as provided in Section 1.14 any agreementcommitting the Fund, the Seller or any Seller Subsidiary to any purchase of anyadditional properties, in each case without prior written notice to Buyer;

###  

### (x)                                   afterthe Due Diligence Period, not enter into or amend, terminate, waive any defaultunder, grant concessions regarding, or incur any new obligation for leasingcommissions in connection with, any leases or material contracts for the SellerProperties;

###  

### (y)                                 afterthe Due Diligence Period, not enter into any contracts for the acquisition of,or purchase any additional properties or other material assets;

###  

### (z)                                   continueto carry its existing insurance through the Closing, and not allow anytermination, cancellation or material breach of such insurance policies oragreements to occur or exist, unless Buyer enters into comparable insurancepolicies or agreements at or prior to any such termination or cancellation;

###  

### (aa)                            nottake any action that would cause any of the representations or warranties ofSeller contained herein to become inaccurate in any material respect or any ofthe covenants of Seller to be breached in any material respect;

###  

### (bb)                          notadmit any Person as a member or partner of any Seller Subsidiary;

###  

### (cc)                            notdeclare, set aside or pay any non-cash dividend or non-cash distribution inrespect of, or redeem or otherwise acquire, capital stock, partnershipinterests, membership interests or other securities or voting or ownershipinterests;

###  

### (dd)                          notmerge, consolidate, convert or otherwise change entity form; or

###  

### (ee)                            notpermit equity participation in the Seller and in each Seller Subsidiary bybenefit plan investors to become significant (as such terms are defined inthe Plan Assets Regulation).

 

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**4.2.****                            NoSolicitation.**

 

### (a)                                  Selleragrees that it shall not, and shall not authorize or permit any SellerSubsidiaries or any of its, or its Subsidiaries’, general partners, directors,officers, managers, employees, agents or representatives including CabotProperties, Inc., Cabot Properties, L.P. and General Partner (collectively,“Cabot”) (collectively, “Agents”) to, directly or indirectly,solicit, initiate, knowingly encourage, knowingly take any action tofacilitate, or furnish or disclose nonpublic information in furtherance of, anyinquiries or the making of any offer or proposal regarding any Acquisition Transaction,or participate in any discussions or negotiations with, or provide anyinformation to, any Person (other than Buyer and its affiliates orrepresentatives) concerning any Acquisition Transaction, or enter into anyagreement, arrangement or understanding for any Acquisition Transaction or requiringit, in connection with an Acquisition Transaction, to abandon, terminate orfail to consummate the Merger or any of the other transactions contemplatedhereby, or make or authorize any statement, recommendation or solicitation insupport of any Acquisition Transaction.

###  

### (b)                                 Sellerimmediately will cease, and shall cause its Agents and Subsidiaries and itsSubsidiaries’ Agents to cease, all existing activities, discussions andnegotiations with any individual or entity conducted heretofore with respect toany proposal for an Acquisition Transaction, and Seller shall enforce, andshall not waive, any of the provisions of any confidentiality agreement by andbetween any such individual or entity and Seller or any of the SellerSubsidiaries or their affiliates or Agents and shall cause all its affiliatesand Agents to assign such confidentiality agreements to Seller prior toClosing.

###  

### (c)                                  Fromand after the execution of this Agreement, Seller shall advise Buyer within theNotice Period of the receipt, directly or indirectly, of any inquiries,discussions, or proposals relating to an Acquisition Transaction, or itsreceipt of any request for information from any regulatory or governmentalauthority with respect to an Acquisition Transaction, and promptly furnish toBuyer a copy of any such request for information or written proposal inaddition to a copy of any information (to the extent not already provided toBuyer) provided to any third-party relating thereto.  For purposes of this Section 4.2, theterm “Notice Period” shall mean (x) with respect to written inquiries orproposals or other written materials, written notice as promptly as practicableand in no event later than twenty-four (24) hours after receipt thereof and (y)with respect to oral inquiries, discussions, negotiations or proposals, oral noticeas promptly as practicable and in no event later than twenty-four (24) hoursafter receipt thereof, followed by written notice in no event later than one (1) BusinessDay after receipt of such oral inquiries, discussions, negotiations orproposals.  For purposes of this Section 4.2,the term “Acquisition Transaction” means (i) a merger, tenderoffer, recapitalization, or consolidation, or any similar transaction,involving Seller or any of its Subsidiaries, (ii) a purchase, lease orother acquisition or assumption of all or a substantial portion of the assetsof Seller or all or a substantial portion of the assets of any of itsSubsidiaries, (iii) a purchase or other acquisition (including by way ofmerger, consolidation, share exchange or otherwise) of beneficial ownership(the term “beneficial ownership” for purposes of this Agreement having themeaning assigned thereto in Section 13(d) of the Securities ExchangeAct of 1934, as amended, and the rules and regulations thereunder) ofsecurities of Seller or any of its Subsidiaries, or (iv) any substantiallysimilar transaction; provided, however, that the term “Acquisition Transaction”

 

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### shall not include the Merger orthe other transactions contemplated hereby or herein or by any of the otherrelated documents.

###  

# **ARTICLE V - ADDITIONALCOVENANTS**

#  

**5.1.****                            Preparationof Proxy Statement; Seller Stockholders Meeting.**

 

### (a)                                  Subjectto the provisions of Section 4.2 hereof, (i) Seller will take allaction necessary in accordance with applicable Law and the Seller Charter andBylaws to convene a special meeting of the Stockholders (the “StockholdersMeeting”) as promptly as practicable following the expiration of the DueDiligence Period, but in any event within fifteen (15) days thereafter, for thepurpose of obtaining approval of the Merger and this Agreement by theaffirmative vote of at least majority of the Seller Common Shares outstandingand entitled to vote (the “Stockholder Approval”), (ii) the Boardof Directors of Seller will recommend and declare advisable that theStockholders approve the Merger and this Agreement and Seller shall includesuch recommendation in the proxy solicitation material distributed to theStockholders; (iii) prior to the Effective Time, neither the Board ofDirectors of Seller nor any committee thereof shall withdraw or modify theapproval or recommendation or declaration of advisability by such Board ofDirectors; (iv) Seller shall prepare and mail appropriate proxysolicitation materials to the Stockholders within five days after theexpiration of the Due Diligence Period and use its commercially reasonableefforts to take all such other actions necessary or desirable to obtain suchapproval; and (v) except to the extent required by law, Seller shall not(x) change or otherwise take any action after the mailing of the proxysolicitation materials that would result in a change of the date specified insuch materials for the Stockholders Meeting or (y) otherwise take any actionthat would postpone or delay the Stockholders Meeting; provided, however, thatSeller may adjourn the Stockholders Meeting in the event a quorum is notpresent or proxies representing sufficient votes to approve the Merger and thisAgreement have not been received by the time of the Stockholders Meeting, suchadjournment not to exceed ten days, and during which time Seller shall usecommercially reasonable efforts to obtain a quorum and the requisite vote forapproval of the Merger and this Agreement. Seller will provide Buyer with the reasonable opportunity to review andprovide comments on drafts of any proxy solicitation materials (or othermaterials relating to the Stockholders Meeting) before they are sent to theStockholders.

###  

**5.2.****                            DueDiligence Period.**

 

### (a)                                  Sellershall, and shall cause each of the Seller Subsidiaries to, afford to Buyer andAcquisition Sub and to the officers, employees, accountants, counsel, financialadvisors and other representatives of Buyer and Acquisition Sub, reasonableaccess during normal business hours prior to the Effective Time to all theirrespective properties, books, contracts, and records and, during such period,Seller shall, and shall cause each of the Seller Subsidiaries to, furnishpromptly to the other parties such information within their possession orcontrol concerning Seller’s and the Seller Subsidiaries’ business andproperties as such other party may reasonably request, including formationdocuments, tax records and other additional customarily requested corporate duediligence items for Seller, the Fund and the other Seller Subsidiaries; SellerSpace Leases, updated tenant financial statements, rent rolls, operatingstatements, CAM reconciliations and other contracts; the latest property taxbills and value

 

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### renditions; environmentalreports concerning the Seller Properties; material governmental permits,licenses or approvals; site plans; any soils reports on the Seller Properties;certificates of insurance and material notices from insurance carriers; plansand specifications; materials related to the qualification of Seller as a REITunder the Code and materials related to litigation, condemnation or otherproceedings affecting the Seller Properties, but not including any buildingcondition reports or roofing reports. Notwithstanding the foregoing or any other provision of this Agreement,the parties hereto agree that (A) any investigation by Buyer shall notunreasonably interfere with any of the businesses or operations of Seller, theFund or their Subsidiaries, (B) Buyer shall, upon reasonable request, beable to meet with management of Seller and the Fund and with lenders to theFund and tenants of the Seller Properties in coordination with management ofSeller and the Fund, and (C) all requests by Buyer and Acquisition Sub foraccess or information pursuant to this Section 5.2 shall be submitted ordirected exclusively to Mark Bechard, Phone: 617-723-4681 (or such other person hereafter designated in writing by Seller).

###  

### (b)                                 Subjectto the rights of the tenants of the Seller Properties, Buyer, its agents andrepresentatives shall have the right to inspect the Seller Properties and maketests thereon, including Phase I environmental testing, for the purpose of satisfyingitself regarding the physical condition of the Seller Properties and theirsuitability for Buyer’s intended use thereof. No Phase II testing will be done without the Fund’s written permission,which the Fund may withhold in its sole discretion.  Upon the completion of any such inspection ortest, Buyer shall restore a Property in all material respects to its conditionprior to such inspection or test.  Accessto the Seller Properties shall be during normal business hours upon at leasttwenty-four (24) hours’ prior notice to Howard Hodgson, Phone: 617-723-5791, orsuch other person designated by the Fund in writing.  Buyer shall provide to such representative ofthe Fund in advance the name of the firm and scope of work for each consultant,contractor or agent who will be conducting due diligence at any Property, andthe Fund shall have the right to have a representative present at any suchinspection or test as long as such requirement does not materially delay suchinspection or test. All such inspections shall be at Buyer’s sole expense(subject to reimbursement pursuant to Section 8.3 to the extentapplicable) and shall be in accordance with applicable Laws, including, withoutlimitation, Laws relating to worker safety and the proper disposal of discardedmaterials.

###  

### (c)                                  Eachof Buyer and Acquisition Sub agrees to indemnify Seller and each SellerSubsidiary from and against any and all Losses arising out of or resulting fromthe entry on any property and/or the conduct of any due diligence (as opposedto any item discovered through such due diligence), by Buyer, Acquisition Subor any of their respective affiliates, associates, partners, employees,directors, officers, agents, counsel, auditors, investment bankers,representatives and advisors, except to the extent caused by the grossnegligence or willful misconduct of Seller or its affiliates.  Prior to entering any Property, Buyer shall (i) obtainpolicies of general liability insurance which insure Buyer, its agents andrepresentatives with liability insurance limits of not less than $2,000,000combined single limit for personal injury and property damage and name the Fundas an additional insured and which are with such insurance companies, providesuch coverages and carry such other limits as the Fund shall reasonablyrequire, and (ii) provide the Fund with certificates of insuranceevidencing that Buyer has obtained the aforementioned policies of insurance.

 

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### (d)                                 Buyerwill have a due diligence period (the “Due Diligence Period”) ending on July 6,2005 to be satisfied in all respects with its due diligence review of Sellerand the Seller Subsidiaries, the physical condition of the Seller Properties,the condition of title to the Seller Properties (including obtaining suchupdated title reports or title insurance commitments and updated surveys asBuyer deems appropriate) and the Seller Properties’ suitability for Buyer’sintended investment.  If Buyer is notsatisfied with its due diligence review in its sole discretion, it may elect,on or before the expiration of the Due Diligence Period, to terminate thisAgreement and recover the Signing Deposit. If Buyer does not so terminate this Agreement, then the Signing Deposit(including the additional amounts to be deposited upon the expiration of theDue Diligence Period) will become subject to the provisions of Article VIIIin connection with the termination of this Agreement.

###  

### (e)                                  Priorto the execution and delivery of this Agreement, Seller delivered or providedaccess to the Buyer or its counsel, for each Seller Property, copies of themost recent title insurance policy (each, an “Existing Policy”) and therecorded documents for each exception to title listed in each such ExistingPolicy; and the most recent survey (each, an “Existing Survey”).  The Buyer has ordered from the FidelityNational Title Insurance Company (“Title Company”) title insurancecommitment(s) (the “Title Commitments”) obligating the Title Company toissue for each Seller Property an Owner’s Title Policy (or leasehold policy,with respect to the Seller Propert(ies) subject to Ground Leases (collectively,the “Owner’s Title Policies”), in the amount of the Merger Considerationreasonably allocated by Buyer to each Seller Property (“Agreed Value” asto each Seller Property), together with all endorsements and affirmativecoverage provided, issued or committed to be issued in connection with theExisting Policies (to the extent still available under applicable Laws) and anyadditional endorsements and coverage reasonably required by Buyer, includingwithout limitation, a non-imputation endorsement and a creditor’s rightsendorsement reasonably satisfactory to Buyer and, as are available in theapplicable jurisdiction (collectively, the “Extended Coverage”).  The Title Company shall be permitted toprovide primary coverage up to an insured amount agreeable to Buyer for allSeller Properties; however, Buyer shall have the right to require re-insurancefrom such national underwriters identified by Buyer as needed, requested or asrequired by Buyer.  Notwithstandinganything to the contrary contained in this Agreement, any additional premiumsincurred as a result of any re-insurance requested by Buyer shall be at Buyer’sexpense. The premium for the Owner’s Title Policies shall be substantially consistentwith the quotation therefore received by the Buyer and provided to the Seller.

###  

### (f)                                    Buyerand Seller hereby agree that, as to each Seller Property, the items set forthin Exhibit F shall be deemed acceptable to Buyer and all such itemsshall constitute “Permitted Exceptions” hereunder.

###  

### (g)                                 TheSeller covenants and agrees that at or prior to Closing, the Seller shall: (i) payin full and cause to be canceled and discharged, all mechanics’ and contractors’liens which encumber any Seller Property as of the Closing Date work performedduring Seller’s or any Seller Subsidiary’s period ownership, other than suchliens which only encumber a Tenant’s leasehold estate or are reimbursable by orotherwise the responsibility of a tenant under a Seller Space Lease or leaseexecuted pursuant to Section 4.1(w) or (x); (ii) pay all liens orencumbrances against such Seller Property or any personal property that is usedin connection therewith which evidence monetary obligations of Seller or any Subsidiary(excluding liens

 

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### securing the Total Debt)including liens for past due taxes and assessments; (iii) cause to bereleased any loan security documents of any Seller or any Subsidiary whichencumbers any Seller Property or personal property, except for the loandocuments evidencing and securing the Total Debt; and (iv) pay (by bondingor otherwise) and obtain the release of all judgments against Seller or any SellerSubsidiary on such Seller Property or personal property that is used inconnection therewith.  The liens,judgments and encumbrances referred to in this Section 5.2(g) must besatisfied by Seller prior to or at Closing, and if not so satisfied, shall besatisfied at Closing out of the Closing Cash Payment without adjustment to theMerger Consideration.  Seller may satisfyits obligation to clear title with respect to any item described above that itcontests in good faith if, without retention of any liability by the Seller orthe Fund after the Closing Date, Seller either: (a) takes such actions as are reasonably necessary to remove,satisfy or cure (of record or otherwise, as appropriate) such objection; (b) causethe Title Company to remove such objection as an exception to title in theOwner’s Title Policy issued at Closing or affirmatively insure against the same(which insurance shall be reasonably satisfactory to Buyer in form andsubstance), in either case without any additional cost or liability to Buyerand without retention of any liability by the Seller, the Fund and any SellerSubsidiary.  To the extent that funds areneeded to cure any such exception, Seller shall have the right to cause anyportion of the Closing Cash Payment being paid at Closing to be delivered tothe Title Company to cure same.. If title to any Seller Property becomesencumbered by any lis pendens or similar attachment which is being disputed ingood faith by Seller or any Seller Subsidiary, then Seller and Buyer shall actreasonably and in good faith to reach a mutually satisfactory resolution withrespect to such Seller Property.

###  

**5.3.****                            Confidentiality**.  Prior to the Closing the parties willmaintain the confidentiality of and not disclose the terms or existence of thisAgreement, the exhibits hereto, the other documentation relating hereto andthereto, the transactions contemplated by such documentation, including,without limitation, the Merger and the Put/Call Transaction, the materialssupplied pursuant to Section 5.2 and the results of the reviews and testspursuant to Section 5.2, except that (a) Buyer may disclose the termsthereof to its consultants and advisors, and further may disclose such terms asare necessary or required to be disclosed in connection with its due diligenceinvestigations or by applicable Law or rules of any securities exchangeapplicable to Buyer or its affiliates and (b) Seller may disclose theterms thereof to its consultants and advisors, the Stockholders, limitedpartners of the Fund, prospective investors in a follow-on real estate fundformed by Cabot or its affiliates (“Prospective Investors”) and Seller’slenders, and further may disclose such terms as are necessary or required to bedisclosed under applicable Law.  Inaddition, Buyer may disclose the terms hereof to its investors and lenders.  Buyer may not disclose any such informationprior to the Closing to its consultants, advisors, investors and lenders unlessthey inform such Persons of the confidentiality of such information until theClosing.  Seller may not disclose anysuch information prior to the Closing to its consultants, advisors or lenders, theStockholders, Prospective Investors and the limited partners of the Fund unlessthey inform such Persons of the confidentially of such information until theClosing.  After the Closing, Seller shalluse its reasonable best efforts to cause each of the Stockholders and each oftheir respective affiliates to, maintain all the information regarding the SellerRent Roll and other lease information related to the Seller Properties, instrict confidence in accordance with the procedures it uses to protect its owninformation of a similar nature and not disclose any such information to anyPerson or use any such information for any purpose; provided, that suchrestrictions shall not apply to (a) any such information which is orbecomes

 

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publicly available after the Closing through no fault of theStockholders or any of their affiliates, (b) any information which afterthe Closing is legitimately received by the Stockholders from a third party(provided such third party is not known by the Stockholders to be bound by anobligation of confidentiality) and (c) any disclosure required by Law or anyGovernmental Authority, so long as notice of such disclosure is given to Buyerpromptly upon the Stockholders becoming aware of such requirement but in anyevent prior to making such disclosure, and the Stockholders cooperate withBuyer as Buyer may reasonably request to resist such disclosure.

 

**5.4.****                            ReasonableBest Efforts; Further Action.**

 

### (a)                                  Subjectto the terms and conditions herein provided: (i) Seller shall use allreasonable best efforts (without, however, any obligation to incur any costs,liability or other obligation in excess of *de minimis*amounts) to obtain in writing all consents, approvals and authorizationsrequired with respect to Seller’s obligations to effect the Merger, and Buyershall use all reasonable best efforts (without, however, any obligation toincur any costs, liability or other obligation in excess of de minimus amounts)to obtain in writing all consents, approvals and authorizations required withrespect to Buyer’s obligations to effect the Merger; and (ii) each of theparties shall use all reasonable best efforts to take, or cause to be taken,all other actions and do, or cause to be done, all other things necessary,proper or appropriate to consummate and make effective the transactionscontemplated by this Agreement.  In fulfillingthe foregoing obligations, Buyer shall provide to third parties from whomSeller is seeking a consent such financial statements and other financialinformation as such third parties may reasonably request and shall execute suchcertificates as reasonably requested by such third parties.

###  

### (b)                                 Ifat any time after the Effective Time any further action is necessary ordesirable to carry out the purpose of this Agreement, each party shall take allsuch necessary or desirable action.

###  

**5.5.****                            CertainTax Matters**

 

### (a)                                  Buyercovenants and agrees with Seller that (i) for all relevant tax purposesBuyer and Seller will treat the Merger as a purchase by Buyer from theStockholders of all of the outstanding stock of the Seller, (ii) Buyerwill not make an election pursuant to Section 338(g) of the Code withrespect to Seller or any Seller Subsidiary and (iii) Buyer will treatSeller as a “domestically controlled qualified investment entity” as defined inSection 897(h) of the Code, and will not withhold any amount of Taxpursuant to Section 1445 of the Code from the consideration payablepursuant to this Agreement unless Buyer reasonably determines that suchwithholding is required.

###  

### (b)                                 Buyercovenants and agrees that from and after the Closing it will, or will causeSeller to take all actions, or forbear from taking all actions, as arenecessary to ensure that Seller will be classified as a REIT for the taxableyear of such entity that includes the Closing Date, and will not take nor allowSeller to take, any action which is inconsistent with such REIT qualification.

###  

### (c)                                  TheSeller hereby appoints the General Partner as the “Seller Tax Representative.”  The Buyer shall cause the Seller to prepareor cause to be prepared on a timely

 

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### basis at Buyer’s own expenseany Tax returns required to be filed by or on behalf of the Seller or anySeller Subsidiary after the Closing Date. The Seller Tax Representative shall provide such assistance andcooperation as is reasonably requested by Buyer in the preparation of any Taxreturns for periods ending prior to the Closing Date which have not been filedas of such date and for periods beginning before but ending after the ClosingDate (each of the foregoing, a “Straddle Period”), provided such requestshall not be unduly burdensome on the Seller Tax Representative.  The Buyer shall not and shall not permit theSeller or any Seller Subsidiary (including the Fund) to take any position onany Straddle Period return that is inconsistent with (i) the past practiceof Seller or the applicable Seller Subsidiary without the consent of the SellerTax Representative, which consent may be withheld in the discretion of theSeller Tax Representative provided the Seller has received advice of counselthat there is a reasonable basis for the position reflected on such return or (ii) Seller’sstatus as a REIT for any Straddle Period. Furthermore, Buyer shall not treat any income of Seller or any SellerSubsidiary from the sale of the Helen Street Property or the Atlanta Property asincome from a prohibited transaction as defined in Section 857(b)(6) ofthe Code, unless Buyer (acting in good faith) notifies the Seller TaxRepresentative at least forty-five (45) days prior to the anticipated filingdate of the applicable tax return that Buyer believes, based on the writtenadvice of a nationally reputable law firm with experience in REITs or a “BigFour” accounting firm, that there is no reasonable basis for the position thatsuch sale did not give rise to income from a prohibited transaction.  If Buyer intends to treat any income ofSeller or any Seller Subsidiary from the sale of the Helen Street Property orthe Atlanta Property as income from a prohibited transaction as defined in Section 857(b)(6) ofthe Code, then Buyer shall notify the Seller Tax Representative of the factualbasis for such determination and shall provide the Seller Representative with acopy of the written advice described in the foregoing sentence, in each case atleast forty-five days prior to the anticipated filing date of the applicable taxreturn.  Buyer shall provide copies ofany Straddle Period returns to the Seller Tax Representative for review andapproval at least forty-five (45) days prior to the due date thereof.  If the Seller Tax Representative objects tothe treatment of any item reflected on such Tax return, the parties shallattempt to resolve such dispute in good faith and if no resolution is reached,will submit the matter to an independent accounting or law firm for adetermination of which party’s position is supported by the greater weight ofauthority.  Such determination shall bebinding on both parties.  Buyer shallnot, and shall not permit Seller, to amend any Seller or any Seller Subsidiary taxreturn with respect to any taxable period prior to or including the ClosingDate without the consent of the Seller Tax Representative.

###  

### (d)                                 Notwithstandinganything to the contrary in this Agreement, prior to the Closing Date, Sellershall declare and pay a dividend to its stockholders in cash in an amount equalto its estimated “real estate investment trust taxable income” (as such term isused in Section 857(a) of the Code and reflecting any dividendspreviously paid during the tax year that would be expected to give rise to adividends paid deduction for such tax year, but before reduction for thedividend contemplated by this sentence) for the portion of the tax year ofSeller up to but excluding******theClosing Date, as if the Business Day immediately preceding the Closing Datewere the end of the taxable year of the Seller and each Seller Subsidiary;provided that no such distribution shall be made if it would cause a violationof any Indebtedness Document or other contractual restriction on thedistribution of funds (such distributions, the “Pre-Closing Distributions”).  Prior to the Closing Date, the SellerRepresentative shall in good faith estimate the Seller’s real estate trusttaxable income based on reasonably anticipated taxable income of

 

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### the Seller and the SellerSubsidiaries for the period up to but excluding the Closing Date.  Buyer shall have a reasonable opportunity toreview and reasonably approve such estimate prior to the Closing Date.

###  

**5.6.****                            PublicAnnouncements**.  Prior to the Closing,neither party will issue any press release or other written public statementswhich address in any manner the transactions contemplated by this Agreement,the Put/Call Agreement or any related documentation, except as may be requiredby applicable Law or court process or the rules of any securities exchangeapplicable to such party.  The partiesagree that the initial press release to be issued with respect to thetransactions contemplated by this Agreement , the Put/Call Agreement and therelated documentation will be in the form mutually agreed to by Buyer andSeller prior to the execution of this Agreement.

 

**5.7.****                            Resignations**.  At or prior to Closing, Seller shall causeits directors and officers and the directors, officers and individual managers,of each of the Seller Subsidiaries to submit their resignations from suchpositions and execute and deliver a release in the form of Exhibit Ghereto, effective as of the Effective Time and shall remove all signatories fromits bank and securities accounts and safe deposit boxes.

 

**5.8.****                            Novationof Purchase Agreements**.  At or priorto the Closing, Seller shall, and shall cause the Fund and the other SellerSubsidiaries to, transfer all letters of intent and agreements for the purchaseof additional properties to which Seller, the Fund or any of the other SellerSubsidiaries is a party, except for those described in clause (i) of thefirst sentence of Section 1.14(a), to Persons other than Seller, the Fundor any other Seller Subsidiary and, with respect to each such letter or intentand agreement, shall obtain a novation from the sellers of such additionalproperties releasing Seller, the Fund and any other Seller Subsidiaries partyto such letter of intent or agreement from all liability thereunder.

 

**5.9.****                            Use ofName**.  Within five (5) BusinessDays after the Closing, Buyer agrees to change the name of Seller and theSeller Subsidiaries, if applicable, to remove the word “Cabot” from theirnames.  Additionally, Buyer agrees thatSeller and the Seller Subsidiaries may transfer, without recourse, any rightsto the trade name “Cabot” that any of them may possess to any other Person atany time prior to or effective upon the Closing.

 

**5.10.****                     InterimFinancial Statements**.  Prior to theClosing, Seller shall use commercially reasonable efforts to provide to Buyer,as soon as practicable after June 30, 2005, unaudited balance sheets ofthe Seller and, on a consolidated basis, the Fund and the other SellerSubsidiaries as of June 30, 2005, and related statements of operations,statements of partners’ and stockholders’ equity, and statements of cash flows,each for the six months ended June 30, 2005.

 

**5.11.****                     Terminationof Certain Agreements; Insurance**. Seller shall, and shall cause the Fund and other Seller Subsidiaries to,at Closing, without any cost to, payment by or liability of the Seller or anySeller Subsidiary, terminate, rescind, cancel and render void and of no effectany and all property management agreements between Seller or any SellerSubsidiary on the one hand and any of their affiliates including Cabot (otherthan Seller or any Seller Subsidiary) on the other hand.  Seller shall, and shall cause the Fund andother Seller Subsidiaries to, at or prior

 

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to Closing, without any cost to, payment by or liability of Seller orany Seller Subsidiary, terminate, rescind, cancel and render void and of noeffect any and all deferred compensation plans and agreements covering anydirectors, officers, managers of limited liability companies, employees oragents of Seller or any Seller Subsidiary. Unless Seller receives notice from Buyer at least two (2) BusinessDays prior to Closing requesting that Seller cancel any insurance maintained bySeller and the Seller Subsidiaries, then Seller shall not cancel such insuranceas of Closing and such insurance shall remain in effect after Closing.  If Buyer gives such notice requesting Sellerto cancel such insurance as of Closing, then Buyer shall pay to the SellerRepresentative, for payment to the Stockholders, (i) the refund of thepremiums paid for such insurance for the period after Closing and (ii) anycancellation fee, reduction of premium refund, or similar amount charged by theinsurer for the cancellation of such insurance.  Such amounts shall be paid by Buyer to theSeller Representative within three (3) Business Days after its receipt ofthe amount described in clause (i).

 

**5.12.****                     Post-ClosingAdjustment Escrow**.  Buyer and theSeller shall act reasonably and in good faith to agree on the Post-ClosingAdjustment Escrow Amount no later than June 24, 2005.  Seller shall provide Buyer with its initialproposal for the Post-Closing Adjustment Escrow Amount by no later than theopening of business on June 22, 2005. If, despite such good faith reasonable efforts, Buyer and Seller areunable to agree on the Post-Closing Adjustment Escrow Amount by June 24,2005, then either Buyer or Seller may select the real estate consultingdivision of a nationally recognized independent accounting firm mutuallysatisfactory to Buyer and the Seller to resolve such dispute (the “AdjustmentNeutral Auditor”).  No later than onebusiness day following such selection, Buyer and the Seller Representativeshall each deliver to the Adjustment Neutral Auditor, with a copy to the otherparty, their respective determination (each an “Escrow Amount Opinion”)of the Post-Closing Adjustment Escrow Amount, together with such supportingdocumentation as they may desire to provide. If one party fails to deliver its Escrow Amount Opinion within such timeperiod but the other party has timely delivered its Escrow Amount Opinion, thenthe Post-Closing Adjustment Escrow Amount shall automatically and conclusivelybe deemed to be the amount set forth in the Escrow Amount Opinion so timelydelivered by such other party.  If bothparties have timely delivered their Escrow Amount Opinions to the AdjustmentNeutral Auditor, then the Adjustment Neutral Auditor shall make its owndetermination of the Post-Closing Adjustment Escrow Amount by no later than July 5,2005 and such Post-Closing Adjustment Escrow as determined by the AdjustmentNeutral Auditor shall be binding upon (and deemed approved by) Buyer and Seller.  If such a review is conducted by theAdjustment Neutral Auditor, then the party (*i.e.*, Buyer, onthe one hand, or the Seller on the other hand) whose Escrow Amount Opinion wasfarthest away from the final determination by the Adjustment Neutral Auditorpursuant to the preceding sentence, shall pay all fees and expenses of theAdjustment Neutral Auditor associated with such review.

 

**5.13.****                     CapitalContributions**.  Following theEffective Time, Buyer shall cause the Surviving Corporation to not call anyuncalled capital commitments of the Stockholders pursuant to the Stockholders’Subscription Agreements, which Subscription Agreements (but for confidentialityobligations) shall be terminated at the Effective Time pursuant to Section 1.6(e).

 

**5.14.****                     Mortgage LoanApplication**.  Seller shall provideBuyer with a reasonable opportunity to review and comment on the principalproposed Indebtedness Documents relating

 

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to the pending mortgage loanapplication made by the Fund with Jackson National Life Insurance Companyidentified on Schedule 2.5(b). The final terms of such loan, if it isclosed and funded, shall be substantially consistent with the existingapplication therefor and, to the extent consistent with the existingapplication, shall be substantially consistent with the terms of the SellerSubsidiaries’ existing loan with Jackson National Life Insurance Company unlessotherwise approved by Buyer in its reasonable discretion.

 

# **ARTICLE VI - CONDITIONS**

#  

**6.1.****                            Conditionsto Each Party’s Obligation to Effect the Merger**.  The respective obligations of each party toeffect the Merger and to consummate the other transactions contemplated by thisAgreement to occur at the Closing shall be subject to the fulfillment at orprior to the Closing of the following conditions, any or all of which may bewaived, in whole or in part, by each of the parties hereto, to the extentpermitted by applicable law:

 

### (a)                                  *Stockholder Approval*. This Merger and this Agreement shall have been approved by the holdersof at least a****majority**ofthe outstanding Seller Common Shares entitled to vote thereon.

###  

### (b)                                 *Escrow Agreement*.  TheEscrow Agreement shall have been validly executed and delivered by the EscrowAgent.

###  

### (c)                                  *No Injunctions or Restraints*.  No temporary restraining order, preliminaryor permanent injunction or other order issued by any court of competentjurisdiction preventing the consummation of the Merger or any of the othertransactions contemplated hereby shall be in effect.

###  

**6.2.****                            Conditionsto Obligations of Buyer and Acquisition Sub**.  The obligations of Buyer and Acquisition Subto effect the Merger and to consummate the other transactions contemplated tooccur at the Closing are further subject to the following conditions, any oneor more of which may be waived by Buyer and Acquisition Sub, as applicable:

 

### (a)                                  *Representations and Warranties*.  Each of the representations and warranties ofSeller contained in this Agreement that are qualified as to materiality,material adverse effect or similar language shall be true and correct in allrespects and all other representations and warranties of Seller contained inthis Agreement shall be true and correct in all material respects, in each caseas of the date hereof and on and as of the Closing Date, with the same effectas though made on and as of the Closing Date, except to the extent suchrepresentations and warranties are specifically made as of a particular date oras of the date of this Agreement (in which case such representations andwarranties shall be true and correct as of such date), in all cases withoutgiving effect to any amendments or supplements to the Schedules, provided,however, that for purposes of this Section 6.2(a), such representationsand warranties shall be deemed to be true and correct if such representationsand warranties were true and correct as of the date hereof and the failure ofsuch representations and warranties to be true and correct as of the ClosingDate (i) is not the result of a breach by Seller of any covenant oragreement in this Agreement to be performed or complied with by Seller and (ii) doesnot in the aggregate result in Losses that exceed the Seller Minimum Amount,after deducting any

 

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### insurance proceeds and any indemnity,contributions or other similar payment actually received from any third partywith respect to such Losses.  Inaddition, such representations and warranties shall be deemed to be true andcorrect if the failure of such representations and warranties to be true andcorrect is the result of damage to any Seller Property by casualty after thedate hereof or any condemnation (or threatened condemnation) by anyGovernmental Entity after the date hereof as long as any insurance orcondemnation claims or proceeds in connection therewith are retained by theFund following the Closing and so long as the representation and warrantiesprovided in Section 2.17 are true and correct.  At Closing, Buyer shall have received acertificate (which certificate may be qualified as to knowledge to the sameextent as the representations and warranties of Seller contained herein are soqualified) dated as of the Closing Date executed on behalf of Seller by the Presidentor Chairman of Seller in such capacity, certifying to such effect.  For purposes of this Section 6.2(a), “SellerMinimum Amount” shall mean Ten Million Dollars ($10,000,000), provided thatif Buyer delays the Closing Date pursuant to the penultimate sentence of Section 1.2,then the Seller Minimum Amount shall be increased by an additional amount equalto the product of (A) Ten Million Dollars ($10,000,000) and (B) afraction, the numerator of which is the number of days so delayed and thedenominator of which is thirty (30);

###  

### (b)                                 *Covenants*.  Allcovenants contained in this Agreement to be performed or complied with bySeller at or before the Closing shall have been performed or complied with inall material respects, and the Buyer shall have received a certificate dated asof the Closing Date executed on behalf of Seller by the President or Chairmanof Seller in such capacity, certifying to such effect;

###  

### (c)                                  *Material Adverse Effect*. Since the date of this Agreement, there shall have been no SellerMaterial Adverse Effect and Buyer shall have received a certificate of the Presidentor Chairman of Seller, in such capacity, certifying to such effect;

###  

### (d)                                 *Secretary’s Certificate*. The Buyer and Acquisition Sub shall have received a certificate from theSecretary of Seller, dated as of the Closing Date, certifying as to theincumbency of its officers or other signatories and the resolutions adopted byits Board of Directors and Stockholders relating to this Agreement and theMerger; and

###  

### (e)                                  *Consents*.  Allconsents and waivers (including, without limitation, waivers of rights of firstrefusal) from third parties set forth on Schedule 6.2(e) shallhave been obtained.

###  

### (f)                                    *Organizational Documents*. The Buyer and Acquisition Sub shall have received (i) copies of thebylaws, partnership agreement or limited liability company or operatingagreement of each of the Seller, the Fund and the other Seller Subsidiariescertified by the Secretary or comparable Person of each of Seller, the Fund andthe Seller Subsidiaries as of the Closing Date, (ii) copies of theCertificate or Articles of Incorporation, Limited Partnership or Formation orOrganization of each of Seller, the Fund and the Seller Subsidiaries, certifiedby the Secretary of State of the state of its organization as of a recent dateand by the secretary or comparable person of each of Seller, the Fund and theother Seller Subsidiaries as of the Closing Date, and (iii) certificatesof good standing of each of the Seller, the Fund and the other Seller 

 

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### Subsidiaries, as of a recentdate, from the Secretary of State of the state of its organization and eachjurisdiction in which a Property owned by such Person is located;

###  

### (g)                                 *Tenant Estoppel Certificates. *TheSeller shall have delivered estoppel certificates from (i) tenantsrequired pursuant to Schedule 6.2(g) and (ii) tenantsunder Seller Space Leases representing 55% of the aggregate rental income for themonth of May 2005 for all of the tenants under the Seller Space Leases otherthan the tenants for which estoppels are required under Schedule 6.2(g) (andto the extent that estoppels are delivered by tenants listed on Schedule 6.2(g) thatare not required pursuant to clause (i), Seller may apply such excess estoppelsto the requirement under this clause (ii)). In order to qualify as an estoppel certificate meeting the requirementsof the foregoing condition, each estoppel certificate must (A) be in aform that is either (i) substantially in the form attached hereto as Exhibit H;(ii) substantially similar to that provided for under the applicablelease; (iii) customarily used by any national tenant (and previouslyaccepted by Seller or Cabot); or (iv) contain the information required tobe provided by the tenant under any specific Seller Space Lease if no form ofestoppel certificate is stipulated; and (B) be consistent in all materialrespects with the representations and warranties of Seller with respect to theSeller Space Leases and not allege any facts, circumstances, conditions orevents relating to the applicable Seller Space Lease that would constitute adefault or event of default or breach of representation or warranty of Seller orthe applicable Seller Subsidiary under this Agreement or the applicable SellerSpace Lease.  Seller agrees to request aform of estoppel certificate from each tenant under a Seller Space Lease in theform attached hereto as Exhibit H.

###  

### (h)                                 *Ground Lease Estoppels. *Sellershall have delivered estoppel certificates from lessors under all leases setforth on Schedule 6.2(h) under which Seller or a SellerSubsidiary is a tenant.  In order toqualify as an estoppel certificate meeting the requirements of the foregoingcondition, each estoppel certificate shall (A) be in a form that iseither:  (i) substantially in the Form attachedhereto as Exhibit I, (ii) attached to the applicable GroundLease; or (iii) contain the information required to be provided by lessorunder any specific Ground Lease if no form of estoppel certificate isstipulated; and (B) shall not reflect any uncured default or informationthat is materially inconsistent with the representations and warranties ofSeller in this Agreement.  Seller agreesto request a form of estoppel certificate from each lessor under a Ground Leasein the form attached hereto as Exhibit I.

###  

### (i)                                     *Lender Estoppels*. Seller shall use commercially reasonable efforts to obtain estoppelcertificates from each of the lenders of the Total Debt in the form attached asExhibit J (or such other form as may be attached or stipulated inthe applicable Indebtedness Documents), but the receipt of such estoppelcertificates shall not be a condition precedent to Buyer’s or Acquisition Sub’sobligations under this Agreement notwithstanding anything to the contrarycontained in this Agreement.

###  

### (j)                                     *Officer’s Certificate Relating to REIT Status.*  Buyer shall have received an officer’scertificate substantially in the form attached hereto as Exhibit N,dated as of the Closing Date and signed by a Seller Knowledge Party, and whichmay be relied upon by Buyer’s counsel for purposes of issuing an opinionregarding Seller’s status as a REIT under the Code.

 

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### (k)                                  *Title Affidavits.* Sellershall have delivered to the Title Company title affidavit(s) and otherassurances in customary form (the **“**TitleAffidavits”) with respect to each individual Seller Property executed bythe General Partner or other Person reasonably satisfactory to the TitleCompany and without retention of any liability by the Seller, the Fund, anyother Seller Subsidiary or any other entity in which Buyer will acquire aninterest in this transaction, directly or indirectly, and in a form reasonably satisfactoryto the Title Company and containing minimum representations and assuranceswhich the Title Company shall reasonably require, sufficient to delete themechanic’s lien exception (other than for work which is the responsibility ofany tenant under a Seller Space Lease) and the parties in possession exception(and in its place identify only the specific tenants in possession pursuant tothe Seller Space Leases or leases executed pursuant to Section 4.1(w) or(x) for the applicable Seller Property), to obtain the creditor’s rightsendorsement and the non-imputation endorsement, and such other instruments, suchas lien, waivers, no-change affidavits and mechanics’ lien and “gap”indemnities, as the Title Company shall reasonably require, in order to issuethe Owner’s Title Policies, with the Extended Coverage, subject only to thePermitted Exceptions.

###  

### (l)                                     *Put/Call Agreement. *Eachof the General Partner and the Continuing Limited Partners shall have enteredinto the Put/Call Agreement, in the form attached hereto as Exhibit B.

###  

### (m)                               *Second Amended and Restated Partnership Agreement. *Each of the Seller, the GeneralPartner and the Continuing Limited Partners shall have entered into the SecondAmended and Restated Limited Partnership Agreement of the Fund, in the formattached hereto as Exhibit M (the “Partnership Agreement”).

###  

**6.3.****                            Conditionsto Obligations of Seller**.  Theobligations of Seller to effect the Merger and to consummate the othertransactions contemplated to occur at the Closing is further subject to thefollowing conditions, any one or more of which may be waived by Seller:

 

### (a)                                  *Representations and Warranties*.  Each of the representations and warranties ofthe Buyer and Acquisition Sub contained in this Agreement that are qualified asto materiality, material adverse effect or similar language shall be true andcorrect in all respects and all other representations and warranties of theBuyer and Acquisition Sub contained in this Agreement shall be true and correctin all material respects, in each case as of the date hereof and on and as ofthe Closing Date, with the same effect as though made on and as of the ClosingDate, except to the extent such representations and warranties are specificallymade as of a particular date or as of the date of this Agreement (in which casesuch representations and warranties shall be true and correct as of such date),in all cases without giving effect to any amendment or supplement to theSchedules applicable to Buyer, provided, however, that for purposes of this Section 6.3(a),such representations and warranties shall be deemed to be true and correct if suchrepresentations and warranties were true and correct as of the date hereof and thefailure of such representations and warranties to be true and correct (i) isnot the result of a breach by Buyer of any covenant or agreement in thisAgreement to be performed or complied with by Buyer and (ii) does not inthe aggregate result in Losses actually suffered or incurred by Seller thatexceed Ten Million Dollars ($10,000,000), after deducting any insuranceproceeds and any indemnity, contributions or other similar payment actuallyreceived by Seller from any third party with respect to such Losses.  At Closing Seller shall have received acertificate (which

 

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### certificate may be qualified asto knowledge to the same extent as the representations and warranties of Buyerand Acquisition Sub contained herein are so qualified) dated as of the ClosingDate executed on behalf of Buyer and Acquisition Sub by the Chairman, President,Managing Director or a Vice President******of each ofBuyer and Acquisition Sub certifying, in such capacities, to such effect;

###  

### (b)                                 *Covenants*.  Allcovenants contained in this Agreement to be performed or complied with by theBuyer or Acquisition Sub at or before the Closing shall have been performed or compliedwith in all material respects, and Seller shall have received a certificatedated as of the Closing Date executed on behalf of each of Buyer andAcquisition Sub by the Chairman, President, Managing Director or a VicePresident of Buyer and Acquisition Sub certifying, in such capacities, to sucheffect;

###  

### (c)                                  *Secretary’s Certificates*. Seller shall have received a certificate from each of the secretary oran assistant secretary of the Buyer and Acquisition Sub, dated as of theClosing Date, certifying as to such entity’s respective organization documents,the incumbency of its respective officers or other signatories and theresolutions adopted by the Boards of Directors of Buyer and Acquisition Sub andthe stockholders of Acquisition Sub relating to this Agreement and the Merger;

###  

### (d)                                 *Consents.*  Allconsents and waivers (including, without limitation, waivers or rights of firstrefusal) from third parties set forth on Schedule 6.3(d) shallhave been obtained.

###  

### (e)                                  *Side Letter Agreements*. The Fund (and certain Subsidiaries of the Fund) shall have entered intoa side letter agreement with Cabot Properties, Inc. in the form attachedhereto as Exhibit E, pursuant to which (i) the Fund grantedCabot Properties, Inc. an option to purchase either or both of the Coppeland GSW land parcels located in Dallas, Texas within 60 days after the Closingand (ii) Buyer agrees that if it elects not to cause the Fund or a SellerSubsidiary or other affiliate of Buyer to acquire the Seattle Property as aresult of a failure of a purchaser closing condition under the purchase andsale agreement therefor, it will promptly notify Cabot of such election and,upon the request of Cabot, will cause such purchase and sale agreement to beassigned to Cabot or a designated affiliate of Cabot and Cabot or suchaffiliate shall assume all obligations of the purchasers under such purchaseand sale agreement pursuant to an assignment and assumption agreement in formand substance reasonably satisfactory to Cabot and Buyer, and in considerationtherefor Cabot or its designated affiliate shall pay to Buyer an amount equalto the purchaser’s outstanding deposit under such purchase and sale agreement.  Buyer shall use commercially reasonableefforts to close on the acquisition of the Seattle Property, subject to thesatisfaction of any closing condition in favor of the purchaser under theapplicable purchase and sale agreement.  Additionally,the Fund shall have entered into all side letter agreements with CabotProperties, Inc. required by Section 1.14(b).

###  

### (f)                                    *Put/Call Agreement*. Buyer shall have entered into the Put/Call Agreement, in the formattached hereto as Exhibit B.

###  

### (g)                                 *Second Amended and Restated Partnership Agreement*.  Unless Buyer determines in its solediscretion that the Seller shall become the general partner of the Fund upon

 

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### the Closing, an affiliate ofBuyer shall have entered into the Second Amended and Restated LimitedPartnership of the Fund, in the form attached hereto as Exhibit M,pursuant to which such affiliate shall be admitted as general partner of theFund and shall replace the General Partner in that capacity.  In the event that Buyer determines thatSeller shall become the general partner of the Fund upon the Closing, Cabotshall be entitled to cause Seller to execute the Second Amended and RestatedLimited Partnership of the Fund in the form attached hereto as Exhibit Min that capacity.

###  

# **ARTICLE VII - SURVIVAL OFREPRESENTATIONS AND WARRANTIES; INDEMNIFICATION**

#  

**7.1.****                            Survival**.  Subject to the limitations and otherprovisions of this Agreement, the representations and warranties of the partieshereto contained herein, shall survive the Closing and shall remain in fullforce and effect for a period of 12 months after the Closing Date and eachcovenant and agreement of the parties hereto contained herein (other than thosecontained in Sections 1.10, 1.11, 5.3, 5.4 and 5.6 and Article VII) shallremain in full force and effect for a period until 12 months after the ClosingDate.  The covenants and agreements ofthe parties contained in Sections 1.10, 1.11, 5.3, 5.4 and 5.6 and Article VIIshall survive the Closing and shall remain in full force and effect until theend of the applicable statute of limitations.

 

**7.2.****                            Indemnificationby the Stockholders.**

 

### (a)                                  TheStockholders (collectively, the “Seller Indemnifying Parties”) agree,subject to the other terms and conditions of this Agreement, to jointly and severallyindemnify and defend Buyer and Acquisition Sub (each a “Buyer IndemnifiedParty”) against and hold them harmless to the extent of any and all losses,liabilities (including liabilities for Taxes), damages (including diminution invalue and loss of rental income), claims, awards, judgments, costs andexpenses, including, without limitation, reasonable attorneys’ fees(collectively, “Losses”) actually suffered or incurred by such BuyerIndemnified Party arising out of, in connection with or resulting from (i) thebreach of any representation or warranty of Seller or any Seller Subsidiarycontained herein or in any document delivered by Seller or any SellerSubsidiary at or in connection with the Closing pursuant to Section 6.2, (ii) anybreach of any covenant or agreement of Seller contained herein or in any documentdelivered by Seller or any Seller Subsidiary at or in connection with theClosing pursuant to Section 6.2, (iii) any breach of anyrepresentation, warranty, covenant or agreement by any party to the Put/CallAgreement other than Buyer or (iv) any Liabilities of Seller or any SellerSubsidiary arising or accruing prior to Closing; provided, however, that, inthe case of either clause (i), (ii), (iii) or (iv) above no such Lossshall be indemnified hereunder if and to the extent that the underlying liabilityor claim also gave rise to a reduction in the Merger Consideration pursuant to Section 1.8or a reduction in the Put Price or Call Price pursuant to the Put/CallAgreement, and provided, further, that in no event shall a Buyer Indemnifiedparty be entitled to indemnification under this Section 7.2 more than oncefor the same Loss arising from the same state of facts.

###  

### (b)                                 Theindemnification obligations of the Seller Indemnifying Parties****pursuant to Section 7.2(a) shall be limited asfollows:

 

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#### (i)                                     The SellerIndemnifying Parties****shall have noobligation to provide any indemnification until the aggregate dollar amount ofall Losses that would otherwise be indemnifiable pursuant to Section 7.2 (a) exceedsthe product of (A) One Hundred Thousand Dollars ($100,000), multiplied by (B) theSeller Pro Rata Percentage (the “Threshold Amount”), and then only tothe extent such aggregate amount exceeds such Threshold Amount.

####  

#### (ii)                                  The SellerIndemnifying Parties shall not be obligated to indemnify the Buyer IndemnifiedParties in the aggregate pursuant to Section 7.2(a) for any amount ofotherwise indemnifiable Losses with respect to such parties in excess of the productof (A) Five Million Dollars ($5,000,000) multiplied by (B) the SellerPro Rata Percentage (the “Seller Maximum Amount”) or from any sourceother than the Indemnification Escrow Amount.

####  

#### (iii)                               No indemnification shallbe payable to a Buyer Indemnified Party with respect to claims first assertedby such Buyer Indemnified Party pursuant to Section 7.2(a) after thedate that is twelve (12) months****after theClosing Date (the “Indemnification Cut-Off Date”).

####  

### (c)                                  Paymentsby the Seller Indemnifying Parties pursuant to Section 7.2(a) shallbe further reduced by any insurance proceeds and any indemnity, contribution orother similar payment actually received by Buyer Indemnified Parties from anythird party with respect thereto.

###  

### (d)                                 ABuyer Indemnified Party shall give the Seller Representative written notice (a “ClaimNotice”) of any claim, assertion, event or proceeding by or in respect of athird party, or any other claim, as to which such Buyer Indemnified Party mayrequest indemnification hereunder as soon as is practicable and in any eventwithin thirty (30) days of the time that such Buyer Indemnified Party learns ofsuch claim, assertion, event or proceeding; *provided, however*,that the failure to so notify the Seller Representative shall not affect rightsto indemnification hereunder except to the extent that the Seller IndemnifyingParties are actually prejudiced by such failure.  Such Claim Notice shall contain (A) adescription and the amount to the extent reasonably determinable (the “Claimed Amount”)of any Losses incurred or reasonably expected to be incurred, (B) astatement that it is entitled to indemnification under this Article VIIfor such Losses and a reasonable explanation of the basis therefor and (C) ademand for payment in the amount of such Losses.  The Buyer Indemnified Party must also delivera copy of such Claim Notice to the Escrow Agent simultaneously with delivery ofthe Claim Notice to the Seller Representative. Upon notice to Buyer, the Seller Representative shall have the right todirect, through counsel of its own choosing, the defense or settlement of anysuch claim, assertion, event or proceeding by or in respect of a third party wherethe quotient of (a) the remaining balance of the Seller Maximum Amount dividedby (b) the Seller Pro Rata Percentage is equal to or greater than fiftypercent (50%) of the Claimed Amount.  Ifthe Seller Representative elects to assume the defense of any such claim,assertion, event or proceeding, the Buyer Indemnified Party may participate insuch defense and in any event the Seller Representative shall keep the BuyerIndemnified Party advised as to the status of such suit or proceeding anddefense thereof and shall consider in good faith recommendations made by theBuyer Indemnified Party with respect thereto, but in such case the expenses ofthe Buyer Indemnified Party shall be paid by the

 

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### Buyer Indemnified Party.  A Buyer Indemnified Party shall provide andshall cause Seller to provide, as applicable, the Seller Representative andcounsel with reasonable access to its records and personnel relating to anysuch claim, assertion, event or proceeding during normal business hours andshall otherwise cooperate with the Seller Representative in the defense orsettlement thereof and the Seller Indemnifying Parties shall reimburse the BuyerIndemnified Party for all of the reasonable out of pocket expenses of suchBuyer Indemnified Party in connection therewith.  Unless and until the Seller Representativeelects to defend or if, after commencing or undertaking any such defense, theSeller Representative fails to prosecute or withdraws from such defense, BuyerIndemnified Party shall have the right to undertake the defense or settlementthereof, at the Seller Indemnifying Parties’ expense.  Notwithstanding the foregoing, neither theBuyer Indemnified Party, nor the Seller Indemnifying Parties or the SellerRepresentative, shall make any settlement or compromise of any such claim,assertion, event or proceeding without the consent of the other (which consentmay not be unreasonably withheld or delayed). Any settlement or compromise made or caused to be made by the BuyerIndemnified Party or the Seller Indemnifying Parties or the SellerRepresentative, as the case may be, of any such claim, assertion event, orproceeding shall also be binding upon the Seller Indemnifying Parties and theSeller Representative or the Buyer Indemnified Party, as the case may be, inthe same manner as if a final judgment or decree had been entered by a court ofcompetent jurisdiction in the amount of such settlement or compromise.

###  

### (e)                                  NoBuyer Indemnified Party shall be entitled to any indemnification hereunder withrespect to any breach of any representation or warranty contained in Sections2.9, 2.10 and 2.18 with respect to which a Buyer Knowledge Party had Knowledge,at any time prior to the expiration of the Due Diligence Period, of suchbreach, that such breach was threatened or of the events, circumstances orconditions constituting or resulting in such breach.  No Buyer Indemnified Party shall be entitledto indemnification hereunder for any Loss arising from a breach of anyrepresentation, warranty or covenant set forth herein (and the amount of anyLoss incurred in respect of such breach shall not be included in thecalculation of any limitations on indemnification set forth herein) to theextent that such liability is disclosed as a current liability on thePost-Closing Balance Sheet.

###  

### (f)                                    Withintwenty (20) days after delivery of a Claim Notice by a Buyer Indemnified Party,the Seller Representative shall deliver to the Buyer Indemnified Party and theEscrow Agent a written response (the “Response”) in which the SellerRepresentative shall: (i) agree that the Buyer Indemnified Party isentitled to receive all of the Claimed Amount (in which case, the Escrow Agentpromptly shall distribute to the Buyer an amount of cash out of theIndemnification Escrow Amount, to the extent available, equal to the ClaimedAmount), (ii) agree that the Buyer Indemnified Party is entitled toreceive part, but not all, of the Claimed Amount (the “Agreed Amount”)(in which case, the Escrow Agent shall distribute to the Buyer an amount ofcash out of the Indemnification Escrow Amount, to the extent available, equalto the Agreed Amount) or (iii) dispute that the Buyer Indemnified Party isentitled to receive any of the Claimed Amount. If the Seller Representative does not deliver a Response to the BuyerIndemnified Party and Escrow Agent with such 20 day period, the SellerRepresentative shall be deemed to have agreed that the Buyer Indemnified Partyis entitled to receive all of the Claimed Amount.  If, in the Response, the SellerRepresentative disputes its liability for all or part of the Claimed Amount,the Seller Representative and the Buyer Indemnified Party shall follow the proceduresset forth below for the resolution of such dispute (a “Dispute”).

 

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During thefifteen (15) day period following the delivery of a Response that reflects aDispute, the Seller Representative and the Buyer Indemnified Party shall usegood faith efforts to resolve the Dispute. If the Buyer Indemnified Party and the Seller Representative should soagree, a memorandum setting forth such agreement shall be prepared and signedby both parties and furnished to the Escrow Agent.  The Escrow Agent shall be entitled to rely onany such memorandum as joint instructions and shall distribute the amount ofcash specified in such memorandum out of the Indemnification Escrow Amount inaccordance with the terms thereof.

 

### (g)                                 Anythingherein to the contrary notwithstanding, no breach of any representation,warranty, covenant or agreement contained herein shall give rise to any righton the part of Buyer or a Buyer Indemnified Party, after the consummation ofthe transactions contemplated hereby, to rescind this Agreement or any of thetransactions contemplated hereby.

###  

### (h)                                 NeitherSeller nor the Seller Indemnifying Parties shall have any liability under anyprovision of this Agreement for any consequential (which shall not be deemed toinclude loss of rents), exemplary or punitive damages or any multiple ofdamages (except as damages awarded to a third party).

###  

### (i)                                     TheBuyer hereby acknowledges and agrees that the Indemnification Escrow Amountshall serve as the sole and exclusive remedy for satisfaction of such SellerIndemnifying Parties’ obligations pursuant to this Section 7.2.

###  

**7.3.****                            Indemnificationby Buyer.**

 

### (a)                                  Buyeragrees, subject to the other terms and conditions of this Agreement, toindemnify the Stockholders and the officers and director of Seller prior to theEffective Time (each a “Stockholder Indemnified Party”) against and holdthem harmless from all Losses actually suffered or incurred by such StockholderIndemnified Party arising out of, in connection with or resulting from (i) thebreach of any representation or warranty of Buyer contained herein or in anydocument delivered by Buyer or Acquisition Sub at or in connection with theClosing pursuant to Section 6.3, (ii) any breach of any covenant oragreement of Buyer contained herein or in any document delivered by Buyer orAcquisition Sub at or in connection with the Closing pursuant to Section 6.3,(iii) any breach of any representation, warranty, covenant of Buyercontained in the Put/Call Agreement; or (iv) in the case of the officersand directors of Seller only, any act or omission for which such officers ordirectors would be entitled to indemnification pursuant to the Seller Charterand Seller Bylaws immediately prior to the Effective Time that is taken by suchofficers or directors in his or her capacity as such prior to the EffectiveTime other than in connection with this Agreement and the transactionscontemplated hereunder; provided, that in no event shall a StockholderIndemnified Party be entitled to indemnification under this Section 7.3more than once for the same Loss arising from the same state of facts.

###  

### (b)                                 Theindemnification obligations of Buyer pursuant to Section 7.3(a) orotherwise in this Agreement shall not be effective until the aggregate dollaramount of all Losses that would otherwise be indemnifiable pursuant to Section 7.3(a) orotherwise in this Agreement exceeds the Threshold Amount, and then only to theextent such aggregate amount exceeds the Threshold Amount.  Buyer shall not be obligated to indemnify anyStockholder Indemnified

 

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### Party pursuant to Section 7.3(a) orotherwise in this Agreement for any amount of indemnifiable Losses in excess ofthe product of (A) Five Million Dollars ($5,000,000) multiplied by (B) theSeller Pro Rata Percentage (the “Buyer Maximum Amount”).   No indemnification shall be payable to aStockholder Indemnified Party with respect to claims first asserted by suchStockholder Indemnified Party pursuant to Section 7.3(a) after theIndemnification Cut-Off Date.

###  

### (c)                                  Paymentsby Buyer pursuant to Section 7.3(a) or otherwise in this Agreementshall be reduced by any insurance proceeds and any indemnity, contribution orother similar payment actually received by Stockholder Indemnified Parties withrespect thereto.

###  

### (d)                                 AStockholder Indemnified Party shall give Buyer a Claim Notice of any claim,assertion, event or proceeding by or in respect of a third party, or any otherclaim, as to which such Stockholder Indemnified Party may requestindemnification hereunder as soon as is practicable and in any event withinthirty (30) days of the time that such Stockholder Indemnified Party learns ofsuch claim, assertion, event or proceeding; *provided, however*,that the failure to so notify Buyer shall not affect rights to indemnificationhereunder except to the extent that Buyer is actually prejudiced by suchfailure.  Upon notice to the StockholderIndemnified Party, Buyer shall have the right to direct, through counsel of itsown choosing, the defense or settlement of any such claim, assertion, event orproceeding by or in respect of a third party where the quotient of (a) theremaining balance of the Buyer Maximum Account divided by (b) the SellerPro Rata Percentage is less than fifty present (50%) of the Claimed Amount.  If Buyer elects to assume the defense of anysuch claim, assertion, event or proceeding, Buyer shall consult with theStockholder Indemnified Party, the Stockholder Indemnified Party may participatein such defense, but in such case the expenses of the Stockholder IndemnifiedParty shall be paid by the Stockholder Indemnified Party.  The Stockholder Indemnified Party and theSeller Representative shall provide Buyer with reasonable access to its and itsaffiliates’ records and personnel relating to any such claim, assertion, eventor proceeding during normal business hours and shall otherwise cooperate withBuyer in the defense or settlement thereof, and Buyer shall reimburse theStockholder Indemnified Party for all the reasonable out of pocket expenses ofsuch Stockholder Indemnified Party in connection therewith.  Unless and until Buyer elects to defend orif, after commencing or undertaking any such defense, Buyer fails to prosecuteor withdraws from such defense, the Stockholder Indemnified Party shall havethe right to undertake the defense or settlement thereof, at Buyer’sexpense.  Notwithstanding the foregoing,neither the Stockholder Indemnified Party nor Buyer shall make any settlementor compromise of any such claim, assertion, event or proceeding without theconsent of the other (which consent may not be unreasonably withheld ordelayed).  Any settlement or compromisemade or caused to be made by the Stockholder Indemnified Party or the Buyer, asthe case may be, of any such claim, assertion, event or proceeding shall alsobe binding upon the Buyer or the Stockholder Indemnified Party, as the case maybe, in the same manner as if a final judgment or decree had been entered by acourt of competent jurisdiction in the amount of such settlement or compromise.

###  

### (e)                                  Anythingherein to the contrary notwithstanding, no breach of any representation,warranty, covenant or agreement contained herein shall give rise to any righton the part of the Stockholders, after the consummation of the transactionscontemplated by this Agreement, to rescind this Agreement or any of thetransactions contemplated hereby.

 

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### (f)                                    Buyershall not have any liability under any provision of this Agreement for anyconsequential, exemplary or punitive damages or any multiple of damages.

###  

**7.4.****                            Treatmentof Indemnity Payments**.  All paymentsmade by the Stockholders or Buyer, as the case may be, to or for the benefit ofthe other parties pursuant to this Article VII shall be treated asadjustments to the Merger Consideration for tax purposes, and such agreedtreatment shall govern for purposes of this Agreement.

 

**7.5.****                            RemediesExclusive.**

 

### (a)                                  Buyerhereby acknowledges and agrees that prior to the Closing, Buyer shall have noright or remedy to take any action in respect of, and Seller, the Stockholdersand the General Partner****shall have noliability to Buyer in respect of, any breach by Seller, the Stockholders or theGeneral Partner of any of their respective representations or warrantiescontained herein or a failure to comply with any of their covenants, conditionsor agreements contained herein, except (i) to terminate this Agreementpursuant to Section 8.1 hereof, or (ii) seek specific performance orinjunctive relief.

###  

### (b)                                 Sellerhereby acknowledges and agrees that prior to the Closing, Seller shall have noright or remedy to take any action in respect of, and Buyer and the AcquisitionSub****shall have no liability to Seller inrespect of, any breach by Buyer or Acquisition Sub of any of their respectiverepresentations or warranties contained herein or a failure to comply with anyof their covenants, conditions or agreements contained herein, except toterminate this Agreement pursuant to Section 8.1 hereof.

###  

### (c)                                  Fromand after the Closing, the rights of the parties to indemnification relating tothis Agreement or the transactions contemplated hereby shall be strictlylimited to those contained in this Article VII and the Put/Call Agreement,and, except as set forth in the last sentence of this Section 7.5(c), suchindemnification rights shall be the sole and exclusive remedies of the parties,the Stockholders and the Seller Representative subsequent to the Closing Datewith respect to any matter in any way relating to this Agreement or arising inconnection herewith other than specific performance and injunctive relief.  To the maximum extent permitted by law, theparties, the Stockholders and the Seller Representative hereby waive all otherrights and remedies with respect to any matter in any way relating to thisAgreement or arising in connection herewith, whether under any laws (includingany right or remedy under the Resource Conservation and Recovery Act, 42 U.S.C.Section 6901 et seq., the Comprehensive Environmental ResponseCompensation and Liability Act, 42 U.S.C. Section 9602 et seq., or anyother Environmental Law), at common law or otherwise.  Except as provided in this Agreement and thePut/Call Agreement, no claim, action or remedy shall be brought or maintainedby any party (including the Stockholders and the Seller Representative) againstany other party, and no recourse shall be brought or granted against any ofthem, by virtue of or based upon any alleged misstatement or omissionrespecting an inaccuracy in or breach of any of the representations, warrantiesor covenants of any of the parties hereto set forth or contained in thisAgreement, except to the extent that the same shall have been the result offraud in the inducement by any party hereto.

 

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# **ARTICLE VIII - TERMINATION,AMENDMENT AND WAIVER**

#  

**8.1.****                            Termination**.  This Agreement may be terminated at any timeprior to the Closing, whether before or after the Stockholder Approval isobtained:

 

### (a)                                  bymutual written consent duly authorized Buyer and by the Board of Directors ofAcquisition Sub and the Board of Directors of Seller;

###  

### (b)                                 byBuyer at any time prior to the expiration of the Due Diligence Period;

###  

### (c)                                  byBuyer at any time prior to the Closing but after the expiration of the DueDiligence Period;

###  

### (d)                                 byBuyer, upon a breach of any representation, warranty, covenant, obligation oragreement on the part of Seller set forth in this Agreement, or if any representationor warranty of Seller shall become untrue, in either case such that theconditions set forth in Section 6.2(a) or Section 6.2(b), as thecase may be, would be incapable of being satisfied by the Termination Date;

###  

### (e)                                  byBuyer if the Merger and this Agreement have not been approved by the holders ofat least a majority of the outstanding Seller Common Shares entitled to votethereon by September 1, 2005;

###  

### (f)                                    bySeller, upon a breach of any representation, warranty, covenant obligation oragreement on the part of Buyer or Acquisition Sub set forth in this Agreement,or if any representation or warranty of Buyer or Acquisition Sub shall becomeuntrue, in either case such that the conditions set forth in Section 6.3(a) orSection 6.3(b), as the case may be, would be incapable of being satisfiedby the Termination Date;

###  

### (g)                                 byeither Buyer or Seller, if any judgment, injunction, order, decree or action byany Governmental Entity of competent authority preventing the consummation ofthe Merger shall have become final and non-appealable;

###  

### (h)                                 byeither Buyer or Seller, if the Merger shall not have been consummated before October 15,2005 (subject to extension by mutual agreement of Buyer and Seller, the “TerminationDate”); *provided, however*, that a party may notterminate pursuant to this clause (h) if the terminating party shall havebreached in any material respect its obligations under this Agreement or is inbreach of any representation or warranty contained herein in any manner thatshall have proximately contributed to the occurrence of the inability of theparties to consummate the Merger; or

###  

### (i)                                     byeither Buyer or Seller if, upon a vote at a duly held Stockholders Meeting orany postponement adjournment thereof, the Stockholder Approval shall not havebeen obtained as contemplated by Section 5.1.

###  

Inthe event of any termination pursuant to this Section 8.1 (other thanpursuant to clause (a)), written notice shall be given by the terminating partyto the other party.

 

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**8.2.****                            Effectof Termination**.  In the event oftermination of this Agreement by either Seller or Buyer pursuant to Section 8.1,this Agreement shall immediately become void and have no effect, without anyliability or obligation on the part of Buyer, Acquisition Sub or Seller, except(i) that Seller shall be entitled to receive the Signing Deposit (but notany interest or other income therefrom) from the Escrow Agent in the event oftermination pursuant to Section 8.1(c) or 8.1(f), and in all othercases the Signing Deposit will be returned to Buyer, (ii) if applicable,Buyer shall be entitled to receive the Breakup Expenses pursuant to Section 8.3and (iii) the obligations in Section 2.13, Section 3.4, Section 5.3,Section 5.6, Section 9.5 and Article VIII shall survive, andexcept to the extent that such termination results arises out of the grossnegligence or willful breach of any provision of this Agreement by aparty.  The payment of the SigningDeposit to Seller pursuant to clause (i) above is a condition to Seller’swillingness to enter into this Agreement and represents liquidated damagesintended to reimburse Seller for incurring the damages, costs and expensesrelated to entering into this Agreement, is not a penalty and is in lieu of anyother rights or remedies under this Agreement.

 

**8.3.****                            ExpenseReimbursement.**

 

### (a)                                  Ifthis Agreement shall be terminated pursuant to Section 8.1(d), 8.1(e) or8.1(i), then Seller shall pay to Buyer (provided that Seller was not entitledto terminate this Agreement pursuant to Section 8.1(f) at the time ofsuch termination) an amount equal to the Break-Up Expenses.

###  

### (b)                                 TheBreak-Up Expenses shall be paid by Seller to Buyer in immediately availablefunds within five (5) Business Days after the date the event giving riseto the obligation to make such payment occurred.  The “Break-Up Expenses” payable toBuyer shall be an amount equal to the lesser of (i) Three Million Dollars($3,000,000), and (ii) Buyer’s actual out-of-pocket third party expensesincurred in connection with this Agreement and the transactions contemplatedhereby (including, without limitation, title & survey, environmental,accounting and tax attorney fees and expenses incurred in structuring thetransaction); provided that the aggregate amount of accounting and tax attorneyfees and expenses incurred in structuring the transaction included in thisclause (ii) may not exceed One-Hundred and Seventy-Five Thousand Dollars($175,000).

###  

### (c)                                  Notwithstandingthe foregoing, the aggregate amount of the Signing Deposit to be paid to Sellerpursuant to this Article VIII shall be limited to the sum of (A) themaximum amount that can be paid to Seller without causing Seller to fail tomeet the requirements of Sections 856(c)(2) and (3) of the Codedetermined as if the payment of such amount did not constitute QualifyingIncome as defined in Section 856 of the Code, as determined by independentaccountants to the Seller, as the case may be, and (B) in the event and tothe extent Seller receives a tax opinion (including a so-called “reasonedopinion”) or a ruling from the IRS in either case to the effect that Seller’sreceipt of the Signing Deposit should either constitute Qualifying Income orshould be excluded from gross income of Seller, as the case may be, within themeaning of the REIT requirements or otherwise should not jeopardize Seller’sstatus as a REIT, the Signing Deposit, less the amount payable under clause (A) above.  The obligation of Buyer to pay any unpaidportion of the Signing Deposit shall terminate three years from the date ofthis Agreement.  In the event that the Selleris not able to receive the full Signing Deposit, the Buyer shall place theunpaid amount in escrow and shall not release any

 

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### portion thereof to theRecipient unless and until the Seller receives either one of the following: (i) aletter from the independent accountants of Seller indicating the maximum amountthat can be paid at that time to the Seller without causing it to fail to meetthe REIT requirements or (ii) a tax opinion as to the matters describedabove, in either of which events the Buyer shall pay to the Seller the lesserof the unpaid Signing Deposit, or the maximum amount stated in the letter referredto in (i) above.

###  

**8.4.****                            Amendment**.  This Agreement may be amended by the partiesin writing by Buyer and by action of the respective Board of Directors ofAcquisition Sub and Seller at any time before or after the Stockholder Approvalis obtained and prior to the filing of the Articles of Merger with theDepartment; *provided, however*, that, after theStockholder Approval is obtained, no such amendment, modification or supplementshall be made which by law requires the further approval of stockholders withoutobtaining such further approval.  Theparties agree to amend this Agreement in the manner provided in the immediatelypreceding sentence to the extent required to continue the status of Buyer orSeller as a REIT.

 

**8.5.****                            Extension;Waiver**.  At any time prior to theEffective Time, the Buyer and Acquisition Sub, on one hand, and Seller, on theother hand, may (a) extend the time for the performance of any of theobligations or other acts of the other party, (b) waive any inaccuraciesin the representations and warranties of the other party contained in thisAgreement or in any document delivered pursuant to this Agreement or (c) subjectto the proviso of Section 8.4, waive compliance with any of the agreementsor conditions of the other party contained in this Agreement.  Any agreement on the part of a party to anysuch extension or waiver shall be valid only if set forth in an instrument inwriting signed on behalf of such party. Waiver of any term or condition of this Agreement by a party shall notbe construed as a waiver of any subsequent breach or waiver of the same term orcondition by such party, or a waiver of any other term or condition of thisAgreement by such party.  The failure ofany party to this Agreement to assert any of its rights under this Agreement orotherwise shall not constitute a waiver of those rights.

 

# **ARTICLE IX - GENERALPROVISIONS**

#  

**9.1.****                            Notices**.  All notices, requests, claims, demands andother communications under this Agreement shall be in writing and shall bedelivered personally, sent by overnight courier (providing proof of delivery)to the parties or sent by facsimile (providing confirmation of transmission) atthe following addresses or facsimile numbers (or at such other address ortelecopy number for a party as shall be specified by like notice):

 

### (a)                                  ifto Buyer or Acquisition Sub, to:

###  

Dividend Capital Trust Inc.

518 17th Street, 17thFloor

Denver, Colorado 80202

Attention: Teresa Corral

Fax No.: (303) 228-2201

 

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with a copy to:

 

Mayer, Brown, Rowe & Maw LLP

71 South Wacker Drive

Chicago, Illinois 60606-4637

Attention: Matthew A. Posthuma, Esq.

Fax No.: (312) 701-7711

 

if to Seller, to:

 

Cabot Industrial Value Fund, Inc.

c/o Cabot Properties, Inc.

One Beacon Street, Suite 1700

Boston, Massachusetts 02108

Attention Robert E. Patterson

Fax No.: (617) 723-4200

 

with a copy to:

 

Goodwin Procter LLP

Exchange Place

Boston, MA 02109

Attention Christopher B. Barker, Esq.

Fax No.: 617-523-1231

 

if to the General Partner, to:

 

Cabot Industrial Value Fund Manager, LLC

c/o Cabot Properties, Inc.

One Beacon Street, Suite 1700

Boston, Massachusetts 02108

Attention Robert E. Patterson

Fax No.  (617) 723-4200

 

with a copy to:

 

Goodwin Procter LLP

Exchange Place

Boston, MA 02109

Attention Christopher B. Barker, Esq.

Fax No.  617-523-1231

 

All noticesshall be deemed given only when actually received at the specified address orfacsimile number.  Any party may changethe address to which notices, requests, demands, claims and othercommunications hereunder are to be delivered by giving the other parties noticein the manner herein set forth.

 

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**9.2.****                            Interpretation**.  When a reference is made in this Agreement toa Section or Exhibit, such reference shall be to a Section or Exhibit ofthis Agreement unless otherwise indicated. The table of contents and headings contained in this Agreement are forreference purposes only and shall not affect in any way the meaning orinterpretation of this Agreement. Whenever the words “include”, “includes” or “including” are used in thisAgreement, they shall be deemed to be followed by the words “withoutlimitation.”  The words “hereof”, “herein”and “hereunder” and words of similar import when used in this Agreement willrefer to this Agreement as a whole and not to any particular provision of thisAgreement.  All terms used herein withinitial capital letters have the meanings ascribed to them herein and all termsdefined in this Agreement will have such defined meanings when used in anycertificate, agreement or other document made or delivered pursuant heretounless otherwise defined therein.  Thedefinitions contained in this Agreement are applicable to the singular as wellas the plural forms of such terms and to the masculine as well as to thefeminine and neuter genders of such term. Any agreement, instrument or Law defined or referred to herein or in anyagreement or instrument that is referred to herein means such agreement,instrument or Law as from time to time amended, modified or supplemented,including (in the case of agreements or instruments) by waiver or consent and(in the case of Law) by succession of comparable successor Law and referencesto all attachments thereto and instruments incorporated therein.  References to a Person are also to itspermitted successors and assigns.

 

**9.3.****                            Counterparts**.  This Agreement may be executed in one or morecounterparts, all of which shall be considered one and the same agreement andshall become effective when one or more counterparts have been signed by eachof the parties and delivered to the other party.

 

**9.4.****                            EntireAgreement; No Third-Party Beneficiaries**. This Agreement, the exhibits to this Agreement and the other agreementsentered into in connection with the Merger and the transactions contemplated bythis Agreement and the exhibits to this Agreement (a) constitute theentire agreement and supersede all prior agreements and understandings, bothwritten and oral among the parties with respect to the subject matter of thisAgreement, including the letter of intent dated May 20, 2005 between theFund and Buyer, and (b) except as provided in Section 7.3 (“ThirdParty Provisions”)******are notintended to confer upon any person other than the parties hereto and theintended parties to the exhibits to this Agreement any legal or equitableright, remedy or claim under or with respect to this Agreement or any provisionof this Agreement.

 

**9.5.****                            GoverningLaw; Consent to Jurisdiction; Waiver of Jury Trial**.  THIS AGREEMENT WILL BE GOVERNED BY, ANDCONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF MARYLANDREGARDLESS OF THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLESOF CONFLICT OF LAWS.  EACH OF THESTOCKHOLDERS, THE SELLER REPRESENTATIVE, SELLER, BUYER AND ACQUISITION SUBHEREBY IRREVOCABLY AND UNCONDITIONALLY CONSENTS TO SUBMIT TO THE SOLE ANDEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF MARYLAND AND OF THE UNITEDSTATES DISTRICT COURT FOR THE DISTRICT OF MARYLAND (THE “MARYLAND COURTS”)FOR ANY LITIGATION ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THENEGOTIATION, VALIDITY OR PERFORMANCE, OF THIS AGREEMENT, OR THE TRANSACTIONSCONTEMPLATED

 

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HEREBY (AND AGREES NOT TO COMMENCE ANY LITIGATION RELATING THERETOEXCEPT IN SUCH COURTS), WAIVES AN OBJECTION TO THE LAYING OF VENUE OF ANY SUCHLITIGATION IN THE MARYLAND COURTS AND AGREES NOT TO PLEAD OR CLAIM IN ANYMARYLAND COURT THAT SUCH LITIGATION BROUGHT THEREIN HAS BEEN BROUGHT IN ANINCONVENIENT FORUM.  EACH OF THE PARTIESHERETO (INCLUDING THE STOCKHOLDERS AND THE SELLER REPRESENTATIVE) AGREES (A) TOTHE EXTENT SUCH PARTY IS NOT OTHERWISE SUBJECT TO SERVICE OF PROCESS IN THESTATE OF MARYLAND, TO APPOINT AND MAINTAIN AN AGENT IN THE STATE OF MARYLAND ASSUCH PARTY’S AGENT FOR ACCEPTANCE OF LEGAL PROCESS, AND (B) THAT SERVICEOF PROCESS MAY ALSO BE MADE ON SUCH PARTY BY PREPAID CERTIFIED MAIL WITH APROOF OF MAILING RECEIPT VALIDATED BY THE UNITED STATES POSTAL SERVICE CONSTITUTINGEVIDENCE OF VALID SERVICE.  SERVICE MADEPURSUANT TO (A) OR (B) ABOVE SHALL HAVE THE SAME LEGAL FORCE ANDEFFECT AS IF SERVED UPON SUCH PARTY PERSONALLY WITHIN THE STATE OFMARYLAND.  EACH OF THE STOCKHOLDERS, THESELLER REPRESENTATIVE, SELLER, BUYER AND ACQUISITION SUB HEREBY IRREVOCABLY ANDUNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW, AND AGREES THATIT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE), ANY RIGHT TOTRIAL BY JURY IN ANY LITIGATION ARISING OUT OF OR RELATING TO THIS AGREEMENT,OR THE NEGOTIATION, VALIDITY OR PERFORMANCE OF THIS AGREEMENT, OR THETRANSACTIONS CONTEMPLATED HEREBY.

 

**9.6.****                            Assignment**.  Neither this Agreement nor any of the rights,interests or obligations under this Agreement shall be assigned or delegated,in whole or in part, by operation of law or otherwise by any of the partieshereto without the prior written consent of the other parties, except thatBuyer may merge into any other Person, and the rights, interests andobligations of Buyer under this Agreement shall be assigned and delegated tosuch other Person by operation of law; provided that any such merger shall notadversely impact the consummation of the transactions contemplated by thisAgreement.  Subject to the preceding sentence,this Agreement will be binding upon, inure to the benefit of, and beenforceable by, the parties and their respective successors and assigns.

 

**9.7.****                            Enforcement**.  The parties (including the Stockholders andthe Seller Representative) agree that irreparable damage would occur in theevent that any of the provisions of this Agreement were not performed inaccordance with their specific terms or were otherwise breached.  It is accordingly agreed that the parties shallbe entitled to an injunction or injunctions to prevent breaches of thisAgreement and to enforce specifically the terms and provisions of thisAgreement in any federal court located in Maryland or in any state courtlocated in Maryland this being in addition to any other remedy to which theyare entitled at law or in equity.  Inaddition, each of the parties hereto (including the Stockholders and the SellerRepresentative) (a) consents to submit itself (without making suchsubmission exclusive) to the personal jurisdiction of any federal court locatedin Maryland or any state court located in Maryland in the event any disputearises out of this Agreement or any of the transactions contemplated by thisAgreement and (b) agrees that it will not attempt to deny or defeat suchpersonal jurisdiction by motion or other request for leave from any such court.

 

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**9.8.****                            Severability**.  Any term or provision of this Agreement whichis invalid or unenforceable in any jurisdiction shall, as to that jurisdiction,be ineffective to the extent of such invalidity or unenforceability withoutrendering invalid or unenforceable the remaining terms and provisions of thisAgreement or affecting the validity or enforceability of any of the terms orprovisions of this Agreement in any other jurisdiction.  If any provision of this Agreement is sobroad as to be unenforceable, the provision shall be interpreted to be only sobroad as is enforceable.

 

**9.9.****                            Expenses.**

 

### (a)                                  General.  Except as otherwise specified in this Agreement,all costs and expenses, including, without limitation, fees and disbursementsof counsel, financial advisors and accountants, incurred in connection withthis Agreement and the transactions contemplated hereby shall be paid by theparty incurring such costs and expenses, whether or not the Closing shall haveoccurred.  All of the expenses of the Sellerand the Seller Subsidiaries described in this Section 9.9 shall be paid ator before the Closing or shall be included in Current Liabilities for purposesof making the adjustments to Closing Cash Payment pursuant to Section 1.8.

###  

### (b)                                 TitleInsurance and Surveys.  Seller willpay the cost of (i) CLTA standard owner’s title insurance coverage (i.e.base owner’s title insurance policy and title examination fees) for thoseSeller Properties located in California and (ii) ALTA standard owner’stitle insurance coverage (i.e. base owner’s title insurance policy and titleexamination fees) for those Seller Properties located in Florida, Illinois,Texas and Washington.  Seller will alsopay one half of the ALTA standard owner’s title insurance coverage (i.e. baseowner’s title insurance policy and title examination fees) for those SellerProperties located in Ohio and Georgia. Buyer will pay for all other title insurance, any endorsements, and anyextended coverage.  Buyer will pay forthe cost of (x) obtaining new surveys, and (y) any updates to either theexisting surveys delivered by Seller or any new surveys obtained by Buyer.

###  

### (c)                                  TransferTaxes and Recording Fees.  In theevent that any real estate recording fees or Transfer Taxes become payable as aresult of the Merger, Seller will be responsible for payment; provided,however, that Buyer acknowledges that Seller has determined that no TransferTaxes are payable in any state other than Illinois and Washington.  Each party shall cooperate in the preparation,execution and filing of all returns, questionnaires, applications or otherdocuments regarding any taxes or fees described in this Section 9.9(c).  “Transfer Taxes” shall mean any andall taxes, fees, charges or costs imposed by state, county or local authoritieson the direct or indirect transfer of title to real property regardless ofwhether referred to as a tax or otherwise.

###  

### (d)                                 LoanAssumption Fees.  At or prior to theClosing, Seller will pay all fees and expenses charged by the holders of theIndebtedness for any loan assumption or transfer fees required as a result ofthe Merger.

###  

### (e)                                  EscrowFees.  Seller and Buyer will each payone-half of any escrow fees or closing fees incurred in connection withobtaining the title insurance described above.

 

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**9.10.****                     Execution byOfficer of Seller**.  This Agreement isexecuted on behalf of Seller by an officer of Seller, acting in his or hercapacity as such officer, and not individually. The Buyer, Acquisition Sub and each person dealing with Seller, orclaiming any rights or interests herein or hereunder, agrees to look solely tothe assets of Seller for satisfaction of any obligations of Seller prior to theClosing and to look solely to the Indemnification Escrow Amount andPost-Closing Adjustment Escrow Amount in accordance with the provisions of Article VIIand Section 1.8 hereof following the Closing except in the event of fraud,and they further agree that no investor, partner, member, owner, advisor,manager, employee, officer, director, fiduciary or agent of Seller or anySeller Subsidiary shall have any personal liability hereunder or otherwiseexcept in the event of fraud.

 

**9.11.****                     Execution byOfficer of Buyer**.  This Agreement isexecuted on behalf of Buyer by an officer of Buyer, acting in his or hercapacity as such officer, and not individually. The Seller and each person dealing with Buyer, or claiming any rights orinterests herein or hereunder, agrees to look solely to the assets of Buyer forsatisfaction of any obligations of Buyer except in the event of fraud, and theyfurther agree that no investor, partner, member, owner, advisor, manager,employee, officer, director, fiduciary or agent of Buyer shall have anypersonal liability hereunder or otherwise except in the event of fraud.

 

**9.12.****                     Execution byOfficer of Acquisition Sub**.  ThisAgreement is executed on behalf of Acquisition Sub by an officer of AcquisitionSub, acting in his or her capacity as such officer, and not individually.  The Seller and each person dealing withAcquisition Sub, or claiming any rights or interests herein or hereunder,agrees to look solely to the assets of Acquisition Sub for satisfaction of anyobligations of Acquisition Sub except in the event of fraud, and they furtheragree that no investor, partner, member, owner, advisor, manager, employee,officer, director, fiduciary or agent of Acquisition Sub shall have any personalliability hereunder or otherwise except in the event of fraud.

 

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**Index ofDefined Terms**

 

 
| Acquisition Sub                       |   | Preamble      |
|---------------------------------------|--------|---------------|
| Acquisition Transaction               |   | §4.2(c)  |
| Adjusted Working Capital              |   | §1.8(g)  |
| Adjustment Neutral Auditor            |   | §5.12    |
| Agents                                |   | §4.2(a)  |
| Agreed Amount                         |   | §7.2(f)  |
| Agreed Value                          |   | §5.2(e)  |
| Agreement                             |   | Preamble      |
| Articles of Merger                    |   | Recitals      |
| Atlanta Property                      |   | §2.9(i)  |
| Baltimore Property                    |   | §1.13(b) |
| Baltimore Property Excess Sale Amount |   | §1.13(b) |
| Base Total Debt                       |   | §1.8(b)  |
| Base Adjusted Working Capital         |   | §1.8(b)  |
| Break-Up Expenses                     |   | §8.3(b)  |
| Business Day                          |   | §1.2     |
| Buyer                                 |   | Preamble      |
| Buyer Indemnified Party               |   | §7.2(a)  |
| Buyer Knowledge Party                 |   | §3.7(b)  |
| Buyer Material Adverse Effect         |   | §3.7(d)  |
| Buyer’s Knowledge                |   | §3.7(b)  |
| Buyer’s Maximum Amount           |   | §7.3(b)  |
| Cabot                                 |   | §4.2(a)  |
| Claim Notice                          |   | §7.2(d)  |
| Claimed Amount                        |   | §7.2(d)  |
| Closing                               |   | §1.2     |
| Closing Adjusted Working Capital      |   | §1.8(c)  |
| Closing Cash Payment                  |   | §1.6(a)  |
| Closing Date                          |   | §1.2     |
| Closing Pro-Rated Adjustment          |   | §1.8(d)  |
| Closing Total Debt                    |   | §1.8(c)  |
| Code                                  |   | §1.11(h) |
| Commitment                            |   | §4.1(i)  |
| Contract                              |   | §2.15(a) |
| Continuing Limited Partners           |   | Recitals      |
| Current Assets                        |   | §1.8(g)  |
| Current Liabilities                   |   | §1.8(g)  |
| Department                            |   | §1.3     |
| Deposit Escrow Agreement              |   | §1.9(a)  |
| Dispute                               |   | §7.2(f)  |
| Due Diligence Period                  |   | §5.2(d)  |
| Effective Time                        |   | §1.3     |
| Environmental Reports                 |   | §2.10    |
| ERISA                                 |   | §2.11(a) |

 

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| ERISA Affiliate                            |   | §2.11(a) |
|--------------------------------------------|--------|---------------|
| Escrow Agent                               |   | §1.9(a)  |
| Escrow Agreement                           |   | §1.9(b)  |
| Escrow Amount Opinion                      |   | §5.12    |
| Estimated Closing Adjusted Working Capital |   | §1.8(b)  |
| Estimated Closing Date Balance Sheet       |   | §1.8(b)  |
| Estimated Pro-Rated Adjustment             |   | §1.8(a)  |
| Estimated Total Debt                       |   | §1.8(b)  |
| Existing Policy                            |   | §5.2(e)  |
| Existing Survey                            |   | §5.2(e)  |
| Extended Coverage                          |   | §5.2(e)  |
| Financial Statements                       |   | §2.6(a)  |
| Fund                                       |   | Preamble      |
| GAAP                                       |   | §1.8(b)  |
| General Partner                            |   | Preamble      |
| Governmental Entity                        |   | §2.5(b)  |
| Ground Lease                               |   | §2.9(h)  |
| Helen Street Excess Sale Amount            |   | §1.13(a) |
| Helen Street Improvements Escrow           |   | §1.13(a) |
| Helen Street Property                      |   | §1.13(a) |
| Helen Street Rent Escrow                   |   | §1.13(a) |
| Helen Street Value                         |   | §1.13(a) |
| Indebtedness                               |   | §2.15(b) |
| Indebtedness Documents                     |   | §2.15(b) |
| Indemnification Cut-Off Date               |   | §7.2(b)  |
| Indemnification Escrow Amount              |   | §1.9(b)  |
| IRS                                        |   | §2.12(d) |
| Laws                                       |   | §2.5(b)  |
| Leasing Parameters                         |   | §1.8(g)  |
| Liabilities                                |   | §2.6(b)  |
| Liens                                      |   | §2.2(b)  |
| Losses                                     |   | §7.2(a)  |
| Maryland Courts                            |   | §9.5     |
| Merger Consideration                       |   | §1.6(a)  |
| Merger                                     |   | §1.1     |
| MGCL                                       |   | §1.1     |
| Most Recent Balance Sheets                 |   | §2.6(a)  |
| Neutral Auditor                            |   | §1.8(c)  |
| Notice Period                              |   | §4.2(c)  |
| Outstanding Shares                         |   | §1.11(d) |
| Owner’s Title Policies                |   | §5.2(e)  |
| Partnership Agreement                      |   | §6.2(m)  |
| Payment Fund                               |   | §1.11(b) |
| Permitted Exceptions                       |   | §5.2(f)  |
| Person                                     |   | §2.2(a)  |
| Post-Closing Adjustment Escrow Amount      |   | §1.9(b)  |

 

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| Post-Closing Balance Sheet     |   | §1.8(c)  |
|--------------------------------|--------|---------------|
| Pre-Closing Distributions      |   | §5.5(d)  |
| Pro-Rated Adjustment           |   | §1.8(g)  |
| Pro-Rated Items                |   | §1.8(g)  |
| Prospective Investors          |   | §5.3     |
| Put/Call Agreement             |   | Recitals      |
| Put/Call Transaction           |   | Recitals      |
| REIT                           |   | §2.12(b) |
| Response                       |   | §7.2(f)  |
| Seattle Property               |   | §1.14(c) |
| Seller                         |   | Preamble      |
| Seller Bylaws                  |   | §2.1     |
| Seller Charter                 |   | §2.1     |
| Seller Common Shares           |   | §1.6(a)  |
| Seller Indemnifying Parties    |   | §7.2(a)  |
| Seller Knowledge Party         |   | §2.20(c) |
| Seller Material Adverse Effect |   | §2.20(e) |
| Seller Maximum Amount          |   | §7.2(b)  |
| Seller Minimum Amount          |   | §6.2(a)  |
| Seller Payment Percentage      |   | §1.6(a)  |
| Seller Pro Rata Percentage     |   | §1.8(a)  |
| Seller Properties              |   | §2.9(a)  |
| Seller Rent Roll               |   | §2.9(e)  |
| Seller Representative          |   | §1.10(a) |
| Seller Space Lease             |   | §2.9(e)  |
| Seller Subsidiaries            |   | §2.2(a)  |
| Seller Tax Representative      |   | §5.5(c)  |
| Seller’s Knowledge        |   | §2.20(c) |
| Service Contracts              |   | §2.9(g)  |
| Signing Deposit                |   | §1.9(a)  |
| Stockholder Approval           |   | §5.1(a)  |
| Stockholder Indemnified Party  |   | §7.3(a)  |
| Stockholders Meeting           |   | §5.1(a)  |
| Stockholders                   |   | Recitals      |
| Straddle Period                |   | §5.5(c)  |
| Subsidiary                     |   | §2.2(a)  |
| Subscription Agreements        |   | §1.6(e)  |
| Subscription Facility          |   | §1.8(g)  |
| Surviving Corporation          |   | §1.1     |
| Takeover Statute               |   | §2.19    |
| Taxes                          |   | §2.12(a) |
| Termination Date               |   | §8.1(h)  |
| Third Party Provisions         |   | §9.4     |
| Threshold Amount               |   | §7.2(b)  |
| Title Affidavits               |   | §6.2(k)  |
| Title Commitments              |   | §5.2(e)  |

 

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| Title Company               |   | §5.2(e) |
|-----------------------------|--------|--------------|
| Title Policies              |   | §2.9(b) |
| Total Debt                  |   | §1.8(g) |
| Transfer Taxes              |   | §9.9(c) |
| Uncollected Tenant Payments |   | §1.8(g) |

 

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IN WITNESSWHEREOF, the parties hereto have caused this Agreement to be signed by theirrespective officers thereunto duly authorized all as of the date first writtenabove.

 
|         | DIVIDEND CAPITAL TRUST INC.        |
|--------------|------------------------------------|
|         |                               |
|         |                               |
|         | By:                                |   |
|         |                               | Name: |
|         |                               | Title: |
|         |                               |
|         |                               |
|         | DCT ACQUISITION CORPORATION        |
| *** *** | *** ***                       |
| *** *** | *** ***                       |
|         | By:                                |   |
|         |                               | Name: |
|         |                               | Title: |
|         |                               |
|         |                               |
|         | CABOT INDUSTRIAL VALUE FUND,  INC. |
| ** **   | ** **                         |
| ** **   | ** **                         |
|         | By:                                |   |
|         |                               | Name: |
|         |                               | Title: |

 

Solely with respect to Sections1.8, 1.9, 1.10, 1.11, 1.13, 1.14, 1.15, 5.5(c), 5.5(d), 5.11 and 5.12 andArticles VII and IX of this Agreement:

 
|       | CABOT INDUSTRIAL VALUE FUND  MANAGER, LLC |
|------------|-------------------------------------------|
| ** ** | ** **                                |
| ** ** | ** **                                |
|       | By:                                       |   |
|       |                                      | Name: |
|       |                                      | Title: |

 

S-1

----

 

**Exhibit A**

 

**Articlesof Merger**

 

 

**ARTICLES OF MERGER**

 

 

MERGING

 

DCT ACQUISITION CORPORATION

(a Corporationof the State of Maryland)

 

WITH ANDINTO

 

CABOTINDUSTRIAL VALUE FUND, INC.

(aCorporation of the State of Maryland)

 

FIRST:  DCT Acquisition Corporation (the “Merging Corporation”), acorporation organized and existing under the laws of the State of Maryland, andCabot Industrial Value Fund, Inc. (the “Surviving Corporation”), acorporation organized and existing under the laws of the State of Maryland,agree that the Merging Corporation shall be merged into the SurvivingCorporation.  The terms and conditions ofthe merger and the mode carrying the same into effect are as herein set forthin these Articles of Merger.

 

SECOND:  The Surviving Corporation, a corporationorganized and existing under the laws of the State of Maryland, shall survivethe merger and shall continue under the name                           [name that does not contain the word “Cabot”].

 

THIRD:  The parties to these Articles of Merger are DCTAcquisition Corporation, a corporationorganized and existing under the laws of the State of Maryland, and CabotIndustrial Value Fund, Inc., a corporation organized and existing underthe laws of the State of Maryland.

 

FOURTH:  As a result of the merger, the charter of theSurviving Corporation will be amended and restated in its entirety to be as setforth in Exhibit A attached hereto.

 

FIFTH:  The total number of shares of capital stockof all classes that the Merging Corporation has the authority to issue is                             (          ) shares, all ofwhich are designated as shares of common stock, par value $.01 per share, withan aggregate par value of                                   Dollars ($            ).

 

Immediatelyprior to the merger, the total number of shares of capital stock of all

 

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classes that the Surviving Corporation hasthe authority to issue is Two Million (2,000,000) shares, of which One Million(1,000,000) shares have been designated as common stock, par value $.01 pershare, and One Million (1,000,000) shares have been designated as excess stock,par value $.01 per share.  The aggregatepar value of all such shares of capital stock of the Surviving Corporation isTwenty Thousand Dollars ($20,000).  As aresult of the merger, the total number of shares of capital stock of allclasses that the Surviving Corporation will have the authority to issue will be                            (          ) shares, all ofwhich are designated as shares of common stock, par value $.01 per share, withan aggregate par value of                                   Dollars ($            ).

 

SIXTH:  The manner and basis of converting or exchanging issued stock of theMerging Corporation into different stock or other consideration and the mannerof dealing with any issued stock of the Merging Corporation not to be so convertedor exchanged shall be as follows:

 

At the Effective Time (as hereinafterdefined), each share of common stock, par value $.01 per share, of the MergingCorporation issued and outstanding immediately prior to the Effective Timeshall be converted into one share of common stock, par value $.01 per share, ofthe Surviving Corporation.

 

SEVENTH:  The manner and basis of converting or exchanging issued stock of theSurviving Corporation into different stock or other consideration and themanner of dealing with any issued stock of the Surviving Corporation not to beso converted or exchanged shall be as follows:

 

At the Effective Time, each share of commonstock, par value $.01 per share, of the Surviving Corporation issued andoutstanding immediately prior to the Effective Time (other than the ExcludedShares (as defined below)) and each share of excess stock, par value $.01 pershare, of the Surviving Corporation, if any, issued and outstanding immediatelyprior to the Effective Time (collectively, such shares of common stock andexcess stock are referred to herein as the “Surviving Corporation Shares”)shall be converted into the right to receive the cash Merger Consideration (asdefined in the Agreement and Plan of Merger, dated as of June       ,2005, by and among the Merging Corporation, the Surviving Corporation, DividendCapital Trust Inc. (“DCT”) and, solely with respect to certain sectionsthereof, Cabot Industrial Value Fund Manager, LLC, a Massachusetts limitedliability company, [attached hereto as Exhibit B)].

 

Each Surviving Corporation Share held by DCT,the Merging Corporation or any other wholly-owned subsidiary of DCT,immediately prior to the Effective Time, if any, (the “Excluded Shares”)shall cease to be outstanding, shall be canceled and retired and shall cease toexist and no payment of any consideration shall be made with respect thereto.

 

EIGHTH:  The principal office of the Merging Corporation,organized under the

 

3

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laws of the State of Maryland, is located inBaltimore City, State of Maryland.

 

NINTH:  The Merging Corporation does not own anyinterest in land in the State of Maryland.

 

TENTH:  The principal office of the SurvivingCorporation, organized under the laws of the State of Maryland, is located inBaltimore City, State of Maryland.

 

ELEVENTH:  The terms and conditions of the merger setforth in these Articles of Merger were advised, authorized, and approved byeach corporation party to these Articles of Merger in the manner and by thevote required by such corporation’s charter and the laws of the place whereeach corporation is organized.

 

TWELFTH:  The Merger Agreement providing for the mergerof the Merging Corporation and the Surviving Corporation was approved and adoptedby (i) the board of directors of the Merging Corporation in accordancewith Section 3-105 of the Maryland General Corporation Law (“MGCL”),(ii) the stockholders of the Merging Corporation in accordance with Section 3-105of the MGCL, (iii) the board of directors of the Surviving Corporation inaccordance with Section 3-105 of the MGCL, and (iv) the stockholdersof the Surviving Corporation in accordance with Section 3-105 of the MGCL.

 

THIRTEENTH:  The merger will become effective upon theacceptance for record of these Articles of Merger with the Maryland StateDepartment of Assessments and Taxation (the “Effective Time”).

 

[SignaturePage Follows]

 

4

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IN WITNESSWHEREOF, the Merging Corporation and the Surviving Corporation have causedthese Articles of Merger to be signed in their respective corporate names andon their behalf by their respective presidents and witnessed or attested bytheir respective secretaries or assistant secretaries, all as of this       day of                     ,2005.

 

 
| ** **                                           | **DCT ACQUISITION CORPORATION**        |
|------------------------------------------------------|----------------------------------------|
| ** **                                           | ** **                             |
|                                                 | By:                                    |   |   |
|                                                 | Name:                                  |   |
|                                                 | Title:                                 | [Vice] President |
|                                                 |                                   |
| Attest:                                              |                                   |
|                                                 |                                   |
|                                                 |                                   |
|                                                 |                                   |   |
| Name:                                                |                                   |
| Title:    [Assistant]  Secretary |                                   |
|                                                 |                                   |
|                                                 |                                   |
| ** **                                           | **CABOT INDUSTRIAL VALUE FUND,  INC.** |
| ** **                                           | ** **                             |
| ** **                                           | ** **                             |
|                                                 | By:                                    |   |   |
|                                                 | Name:                                  | Franz Colloredo-Mansfield |
|                                                 | Title:                                 | President |
|                                                 |                                   |
|                                                 |                                   |
| Attest:                                              |                                   |
|                                                 |                                   |
|                                                 |                                   |
|                                                 |                                   |   |
| Name:   Mark  Bechard                 |                                   |
| Title:     Secretary        |                                   |
|                                                      |                                        |  |  |  |  |  |  |

 

5

----

 

THE UNDERSIGNED,[Vice] President of DCT Acquisition Corporation, who executed on behalf of said corporation theforegoing Articles of Merger, of which this certificate is made a part, herebyacknowledges, in the name and on behalf of said corporation, the foregoingArticles of Merger to be the corporate act of said corporation and further certifiesthat, to the best of his knowledge, information and belief, the matters and thefacts set forth therein with respect to the authorization and approval thereofare true in all material respects, under the penalties of perjury.

 

 
|   |   |   |
|--------|--------|--------|
|   | Name:  |

 

 

THE UNDERSIGNED,President of Cabot Industrial Value Fund, Inc., who executed on behalf ofsaid corporation the foregoing Articles of Merger, of which this certificate ismade a part, hereby acknowledges, in the name and on behalf of saidcorporation, the foregoing Articles of Merger to be the corporate act of saidcorporation and further certifies that, to the best of his knowledge,information and belief, the matters and facts set forth therein with respect tothe authorization and approval thereof are true in all material respects, underthe penalties of perjury.

 

 
|   |                           |   |
|--------|--------------------------------|--------|
|   | Name:Franz Colloredo-Mansfield |

 

6

----

 

**Exhibit Ato Articles of Merger**

 

**[Amendedand Restated Articles of Incorporation of the Surviving Corporation]**

 

----

 

**Exhibit Bto Articles of Merger**

 

**[Agreementand Plan of Merger]**

 

----

 

**Exhibit B**

 

**Put/CallAgreement**

 

----

 

**EXHIBIT C- Deposit Escrow Agreement**

 

Fidelity National Title

8110 East Union Avenue

Suite 400

Denver CO 80237-2966

Attn: Valena L. Mulhern

Vice-President

Senior Commercial Escrow Officer

Facsimile: 720-489-7593

 

The amount of$7,500,000 is being deposited on the date hereof and up to an additional$17,500,000 may be deposited (collectively, the “Escrow Deposit”) in escrowwith you as Escrow Agent by Dividend Capital Trust Inc. ( “DCT”) underthat certain Agreement and Plan of Merger (the “Agreement”) dated June     ,2005 by and among DCT, DCT Acquisition Corporation and Cabot Industrial ValueFund, Inc. (“Cabot”).

 

As escrowee,you are hereby directed to hold, deal with and dispose of the Escrow Deposit inaccordance with the following terms and conditions:

 

1.                                       You are to holdthe Escrow Deposit until: (i) you are in receipt of a joint order by Cabotand DCT as to the disposition of the Escrow Deposit; or (ii) you are inreceipt of a written demand (the “Demand”) from either Cabot or DCT forthe payment of the Escrow Deposit or any portion thereof and have complied withparagraph 2 or 3 below, as applicable.

 

2.                                       If you receive aDemand from DCT on or before July 6, 2005, then you shall immediatelycomply with the Demand without the necessity of giving notice to Cabot andnotwithstanding any contrary instruction you may receive from Cabot.

 

3.                                       Upon receipt ofany Demand (other than a Demand from DCT on or before July 6, 2005 asprovided above), you are directed to so notify the other party, enclosing acopy of the Demand.  If within fivebusiness days after the non-demanding party has received your notice of yourreceipt of the Demand, you have not received from the non-demanding party itsnotice of objection to the Demand, then you are to disburse the Escrow Depositas requested by the Demand.  If withinsaid five business day period you receive from the non-demanding party itsnotice of objection to the Demand, then you are to continue to hold the EscrowDeposit until you are in receipt of a joint order as aforesaid, but after sixtydays you may deposit the Escrow Deposit with a court of competent jurisdiction.

 

4.                                       Notwithstandingthe foregoing, as escrowee, you are hereby expressly authorized to regard andto comply with and obey any and all final, nonappealable orders, judgments ordecrees entered or issued by any court, and in case you obey or comply with anysuch order, judgment or decree of any court, you shall not be liable to eitherof the parties hereto or any other person or entity by reason of suchcompliance.  In case of any suit orproceeding regarding these Escrow Instructions, to which you are or may at anytime be a party, the undersigned Cabot and DCT agree that the non-prevailingparty shall pay to you upon demand all reasonable costs and expenses incurredby you in connection herewith.

 

----

 

5.                                       Any escrow feeto be charged by you is to be borne equally by the undersigned Cabot and DCT.

 

6.                                       As escrowee, youshall invest the Escrow Deposit in an interest-bearing savings account, moneymarket deposit account or short term U.S. Treasury Bills or similar cashequivalent securities, as DCT may direct. Any interest and other income earned on the Escrow Deposit, after youdeduct your customary investment charges, shall in all events be for DCT’sbenefit.

 

7.                                       All notices orother communications hereunder shall be in writing and shall be personallydelivered or sent by overnight courier (such as Federal Express), by facsimiletransmission or by first class United States Mail, postage prepaid andregistered or certified (return receipt requested) to the respective addressesfor Cabot and DCT as provided in the Agreement and escrowee as provided above.

 

8.                                       This EscrowAgreement is being entered into to implement the Agreement and shall not (norbe deemed to) amend, modify or supersede the Agreement or act as a waiver ofany rights, obligations or remedies set forth therein; provided, however, thatyou may rely solely upon these Escrow Instructions.

 

9.                                       These escrowinstructions are supplemented by the General Provisions attached hereto as Exhibit A,to the extent they are not inconsistent with the foregoing.

 

10.                                 Subject to paragraph11 of the General Provisions, this Escrow Agreement may not be assigned withoutthe prior written consent of the other parties hereto.

 

----

 

Agreed and Acknowledged this         day of June, 2005.  This Escrow Agreement may be executed incounterparts, each of which shall be an original but all of which shallconstitute one and the same agreement.

 

 
| **CABOT:**        |
|-------------------|
|              |   |
|              | Cabot Industrial Value Fund, Inc. |
|              |   |
|              |   |
|              | By: |   |   |
|              |   | Name: |
|              |   | Title: |
|              |   |
|              |   |
| **DCT:**          |
|              |   |
|              | Dividend Capital Trust Inc. |
|              |   |
|              |   |
|              | By: |   |   |
|              |   | Name: |
|              |   | Title: |
|              |   |
| **ESCROW AGENT**: |
|              |   |
|              | Fidelity National Title |
|              |   |
|              |   |
|              | By: |   |   |
|              |   | Valena L. Mulhern, Vice-President |
|                   |  |  |  |  |  |

 

----

 

**EXHIBIT A**

** **

**GENERALPROVISIONS**

** **

1.               The Agreement maybe supplemented, altered, amended, modified or revoked by writing only, signedby DCT and Cabot, and if it adversely affects any of the rights or obligationsof the Escrow Agent, approved by the Escrow Agent.

 

2.               No assignment,transfer, conveyance, or hypothecation of any right, title or interest in andto the subject matter of this Agreement shall be binding upon the Escrow Agentunless written notice thereof shall be served upon the Escrow Agent and allfees, costs and expenses incident thereto shall have been paid and then onlyupon the Escrow Agent’s consent thereto in writing.

 

3.               Any notice requiredor desired to be given by the Escrow Agent to any party to this Agreement maybe given by mailing the same addressed to such party at the most recent addressof such party shown on the records of the Escrow Agent, and notice so mailedshall, for all purposes hereof, be as effectual as though served upon suchparty in person at the time of depositing such notice in the mail.

 

4.               The Escrow Agentmay receive any payment called for hereunder after the due date thereof unlesssubsequent to the due date of such payment and prior to the receipt thereof theEscrow Agent shall have been instructed in writing to refuse any such payment.

 

5.               The Escrow Agentshall not be personally liable for any at it may do or omit to do hereunder assuch agent, while acting without gross negligence or willful misconduct in goodfaith  and in the exercise of its own bestjudgment, and any act done or omitted by it pursuant to the advice of its ownattorneys shall be conclusive evidence of such good faith.

 

6.               In consideration ofthe acceptance of this Agreement by the Escrow Agent, subject to paragraph 5 ofthis Exhibit A, the undersigned agree, jointly and severally, forthemselves, their heirs, legal representatives, successors and assigns, to paythe Escrow Agent its charges hereunder and to indemnify and hold it harmless asto any liability incurred by it to any other person, firm or corporation byreason of its having accepted the same, or its carrying out any of the termsthereof, and to reimburse it for all its expenses, including, among otherthings, counsel fees and court costs incurred in connection herewith; and thatthe Escrow Agent shall have a first and prior lien upon all deposits madehereunder to secure the performance of said agreement of indemnity and paymentof its charges without prior notice, from any funds deposited hereunder.  Each of DCT and Cabot shall have a right ofcontribution against the other in the event that it pays more than one half ofthe amounts due to the Escrow Agent under this paragraph.

 

7.               The Escrow Agentshall not be under any duty or obligation to ascertain the identity, authorityor rights of the parties executing or delivering or purporting to execute ordeliver these instructions or any documents or papers or payments deposited orcalled for hereunder, and assumes no responsibility or liability  for the validity or sufficiency of these instructionsor any documents or papers or payments deposited or called for hereunder, ineach case as long as it is acting in good faith.

 

----

 

8.               The Escrow Agentshall not be liable for the outlawing of any rights under any Statute ofLimitations or by reason of laches in respect to the Agreement or any documentsor papers deposited herewith.

 

9.               In the event of anydispute between the parties hereto as to the facts of default, the validity ormeaning of these instructions or any other fact or matter relating to thetransactions between the parties, the Escrow Agent is instructed as follows:

 

(a)                                  Thatit shall be under no obligation to act, except under final, nonappealableprocess or order of court, or until it has been adequately indemnified to itsfull satisfaction, and shall sustain no liability for its failure to actpending such final, nonappealable process or court order or indemnification;

 

(b)                                 Thatit may in its sole and absolute discretion, deposit the property describedherein or so much thereof as remains in its hands with a Maryland court, andinterplead the parties hereto, and upon so depositing such property and filingits complaint in interpleader it shall be relieved of all liability under theterms thereof as to the property so deposited, and furthermore, the partieshereto for themselves, their heirs, legal representatives, successors andassigns do hereby submit themselves to the jurisdiction of said court and dohereby appoint the then Clerk or acting Clerk, of said Court as their agent forthe service of all process in connection with such proceedings.  The institution of any such interpleaderaction shall not impair the rights of the Escrow Agent under Paragraph 7 above.

 

10.         If the subject matter ofthis Escrow consists in whole or in part of funds, the same shall not becommingled by the Escrow Agent with its own funds; provided, however, thatanything contained in the Escrow Agreement of which these General Provisionsare made a part, to the contrary notwithstanding, the Escrow Agent shall NOT INANY WAY BE LIABLE TO ANY OF THE OTHER PARTIES TO THE ESCROW AGREEMENT FOR THELOSS OF ANY PRINCIPAL OR INTEREST COMPRISING THE ESCROWED FUNDS RESULTING FROMTHE BUSINESS FAILURE OF ANY THIRD PARTY FINANCIAL INSTITUTION IN WHICH THEESCROWED FUNDS WERE DEPOSITED, it is intended that the provisions hereof shallsupersede any other terms, conditions, covenants or provisions contained in theEscrow Agreement which expressly or by implication are in conflict herewith.

 

11.         The Escrow Agent mayresign by giving notice in writing to all parties of its intention to resign.The resignation shall be effective no sooner than thirty days from the receiptof the notice. The notice shall be sent certified mail, the return receiptrequested, to the addresses set forth herein. The parties hereto shall advise Escrow Agent in writing of the name ofany new escrow agent selected.  If theparties hereto cannot agree as to a new escrow agent, or fail to designate anew escrow agent, Escrow Agent may treat this as a dispute and proceed underParagraph 9.  If a new escrow agent isdesignated, then upon delivery of the items escrowed hereunder or so muchthereof as remains in Escrow Agent’s hands to the escrow agent, Escrow Agent isrelieved of all liability other than for its prior gross negligence or willfulmisconduct.

 

12.         Escrow Agent shall havethe right to offset any amounts deposited hereunder against any monies,obligations, potential or actual liabilities now or hereafter due or owed toEscrow Agent hereunder by any party hereto.

 

----

 

**Exhibit D**

 

**Escrow Agreement**

 

[To be reasonably agreed to by Buyer and Seller promptly following theexecution of the Agreement and Plan of Merger.]

 

----

 

**EXHIBIT E- Side Letter Agreement for Acquisitions**

 

                         , 2005(1)

 

Cabot Properties, Inc.Sixty State StreetBoston, MA  02109

 

RE:                              (the“Property”)

 

Gentlemen:

 

We hereby agree to[assign] [convey] to you the [purchase and sale agreement for the purchase ofthe] Property on the following terms:

 

1.                                       Youagree to pay to us $                                            (2) incash by wire transfer of same day funds in consideration for our [conveyance offee title to] [the assignment of the purchase and sale agreement for] theProperty.

 

2.                                       Theclosing must occur no later than 60 days after the date of this letter.(3)

 

3.                                       [Ifassigning a purchase and sale agreement: At closing, we will assign to you all of our rights under the purchaseand sale agreement for the Property and you will assume all of the purchaser’sobligations under the purchase and sale agreement for the Property pursuant toa form of assignment and assumption agreement mutually acceptable to you andthe undersigned.  If such purchase andsale agreement is not assignable to you, then we will take such actions as maybe reasonably requested in order to provide you with the effective benefit ofthe rights of the purchaser under such purchase and sale agreement, both priorto and after closing; provided, however, that we shall not be required to incurany unreimbursed out-of-pocket expenses or liabilities in connectiontherewith.]  [If transferring aProperty:  At Closing, we will assign toyou all of our rights and remedies under the purchase and sale agreementwhereby the undersigned or its subsidiary purchased the Property including,without limitation, all rights to bring claims pursuant to any representations,warranties, covenants and indemnities of the seller under such purchase andsale agreement.  We agree to reasonablycooperate in connection with any such claim including, without limitation, byfiling claims in our name or in the name of the applicable subsidiary uponrequest and otherwise acting at your direction in

 

----

(1)               Date of the closing

 

(2)                                  ForSeattle:                                    Depositspaid to date of closing by FundFor Coppel:                                  Allocatedpurchase price under Merger Agreement:$                             For GSW:                                            Allocatedpurchase price under Merger Agreement $$                            For others:                                      IfBuyer has delayed the closing and the Fund makes a non-refundable deposit undera P&S: the allocated values under the merger agreement or total depositsunder the P&S or purchase price and acquisition costs, plus out of pocketcosts since the date of the closing

 

(3)               Not applicable forSeattle.

 

----

 

connection withany such claim; provided, however, that we shall not be required to incur anyunreimbursed out-of-pocket expenses or liabilities in connection therewith.]

 

4.                                       Atclosing, we will deliver to you a representation certificate providing thefollowing:

 

•                  Except as disclosed in suchcertificate, we are not aware(4) of any default by any party under theapplicable purchase and sale agreement since the date of this letter.

•                  Except as indicated in suchcertificate, we are not aware of any amendments to or terminations of anyleases of the Property or any defaults by the landlord or the tenant under anylease since the date of this letter.

•                  Except as indicated in suchcertificate there have been no other agreements or amendments entered into withthe seller of the Property since the date of this letter.

•                  Except as indicated in suchcertificate, there have been no suits, actions or proceedings instituted, norto our knowledge, threatened in writing, against us as it relates to theProperty or the purchase and sale agreement since the date of this letter.

 

Therepresentations in such certificate will survive for six months after theclosing.

 

5.                                       [Ifa property transfer:  At Closing we willdeliver a special warranty deed (or comparable deed in the applicablejurisdiction containing covenants against the grantor’s acts) conveyingmarketable title to the property subject only to encumbrances in place prior tothe date of this letter.  Any financingencumbering the Property  (other than financingassumed in connection with the purchase) will be fully paid and the dischargeof any mortgage and other security instruments obtained as of Closing.  We will also deliver an assignment of alldevelopment rights, permits, zoning relief, or warranties related to theProperty, but such assignment will be without representations or warranties(other than the benefit of representations and warranties as may be set forthin any purchase and sale agreement for the Property.)]

 

6.                                       Wewill otherwise reasonably cooperate in good faith with you in order to effectthe [assignment] [conveyance] to you of the [purchase and sale agreement forthe purchase of the] Property and to provide you with such information as youmay reasonably request in connection therewith that is in our possession orcontrol; provided, however, that we shall not be required to incur anyunreimbursed out-of-pocket expenses or liabilities in connection therewith.

 

----

(4)                                  Referenceto knowledge standard

 

----

 
| Sincerely,                         |   |
|------------------------------------|--------|
|                               |   |
| Cabot Industrial  Value Fund, L.P. |   |
|                               |   |
|                               |   |
| By:                                |   | , its general  partner |   |
|                               |   |
|                               |   |
| By:                                |   |   |
|                               | Name:  |
|                               | Title: |
|                                    |        |  |  |  |  |

 

----

 

**Exhibit F**

 

**Permitted Exceptions**

 

(i)                                     allunpaid personal property, real estate and excise taxes, and all water, sewer,utility, trash and other similar charges, in each case that are not yet due andpayable as of the Closing Date, as applicable but may become or give rise to alien on all or any portion of the Seller Properties (it being understood thatsuch items may be subject to apportionment at the Closing as provided herein);

 

(ii)                                  therights of the Tenants as tenants only pursuant to Seller Space Leases now ineffect or which may be in effect on the Closing Date, as applicable withrespect to the Seller Properties, which except as disclosed in the TitleCommitments as of the expiration of the Due Diligence Period, do not containany rights of first refusal or offer or options to purchase;

 

(iii)                               allmatters created or caused by or on behalf of, or with the written consent of,Buyer;

 

(iv)                              anydocuments evidencing or securing the Total Debt;

 

(v)                                 eachSchedule B item shown on or referenced in each Existing Policy or TitleCommitment delivered to Buyer during the Due Diligence Period (excludinggeneral exceptions which will be deleted pursuant to Title Affidavitsconsistent with Section 6.2(k));

 

(vi)                              allLaws including all environmental, building and zoning restrictions affectingthe Seller Properties or the ownership, use or operation thereof;

 

(vii)                           anypublic record filings by mechanics, materialmen or other workmen or suppliersemployed by any tenant at its own expense to provide services at any SellerProperty (to the extent, if any, that such filings constitute a lien,encumbrance or other matter); and

 

(viii)                        if notincluded in clauses (i) through (vii) above, any easements, rights ofway, restrictions, exceptions, reservations, conditions, limitations,covenants, adverse rights or interests, licenses, minor irregularities in titleand other similar encumbrances disclosed in the Title Commitments or anyupdate, which were not previously disclosed in the Existing Policy or ExistingSurvey, and do not in the aggregate materially impair the use of any SellerProperty or the operation of the business conducted thereon by the applicableSeller Property owner or its tenants.

 

----

 

**Exhibit G**

 

**Form ofRelease**

 

RESIGNATION AND RELEASE

 

The undersigned,                           hereby agrees to the following:

 

1.                                       Theundersigned hereby tenders his or her resignation as [a member of the board ofdirectors] [and] [an officer] of Cabot Industrial Value Fund, Inc. (the “Company”),effective upon the closing of the transaction contemplated in the Agreement andPlan of Merger, dated as of June         ,2005 by and among Dividend Capital Trust Inc. (“DCT”), DCT AcquisitionCorporation (“Acquisition Sub”), the Company and Cabot Industrial Value FundManager, LLC (the “Merger Agreement”).

 

2.                                       Exceptas expressly provided in Section 7.3 of the Merger Agreement, theundersigned hereby releases DCT, Acquisition Sub, the Company, Cabot IndustrialValue Fund, L.P. and any affiliates thereof (the “Released Parties”) from anyobligations to him or her in his or her capacity as a former [director] [and][officer] of the Company and further releases the Released Parties from anyclaims he or she may have against the Released Parties which may have accruedduring his or her tenure and in connection with his or her service as [adirector] [and] [an officer] of the Company.

 

Dated as of this           day of                  ,2005 [Closing Date]

 

 
|   | By:   |   |
|--------|-------|--------|
|   | Name: |   |
|        |       |        |  |

 

----

 

**Exhibit H**

 

**Estoppel Certificate**

 

SELLER

 

Re:                               Thatcertain Lease dated                                                 ,20    , by and between                                                ,a                                                ,as “**Landlord**”, and                                                                  ,a                                                ,as “**Tenant**” for a                                  (                                )year term which commenced on                                ,19    , and will terminate on                                                ,20    , (the “**Lease**”) of thepremises commonly referred to as Suite No.                                       (the “**Leased Premises**”) containing                                     square feet of the project commonly referred to as                                                                                                         (the “**Project**”).

 

Gentlemen:

 

Tenant hereby certifiesthat the above description of the Lease, the lease term and the description ofthe Leased Premises therein demised, is a true and correct description of thesame and that the Lease constitutes the only agreement between Landlord andTenant with respect to the Leased Premises.

 

Further, Tenant herebycertifies, acknowledges and agrees as follows:

 

1.                                       Tenant’smonthly base rent under the Lease is $                              .

 

2.                                       Tenant’spayment to Landlord for operating expenses (taxes, insurance, utilities andmaintenance) under the Lease is currently $                              per                               .

 

3.                                       Norent has been paid by Tenant in advance under the Lease except for                                                        and Tenant has no claim of offset or credits against rentals under the Lease.

 

4.                                       Asecurity deposit of $                            has been made with Landlord.

 

5.                                       Thereare no renewal options, purchase options, extension options or rights of firstrefusal regarding the property under the Lease except as follows:

 

                                                                                                                               .

 

6.                                       Thefollowing uncompleted tenant improvement work on the Leased Premises isrequired to be performed by ***[Tenant] [Landlord]***:

 

                                                                                                                               .

 

----

 

7.                                       TheLease is in full force and effect; Tenant has accepted the Leased Premises,presently occupies the same, and is paying rent on a current basis; Tenant hasno set-offs, claims, or defenses to the enforcement of the Lease; and there areno periods of free rental applicable to the term of the Lease.

 

8.                                       Tenantis not in default in the performance of the Lease, has not committed any breachof the Lease, no notice of default has been given to Tenant, and Tenant is notthe subject of any federal or state, bankruptcy, insolvency or liquidationproceeding.

 

9.                                       Landlordis not in default in the performance of the Lease, has not committed and breachof the Lease, no notice of default has been given to Landlord, and Landlord hasfulfilled all representations and warranties and all finish work on the LeasedPremises required of Landlord.

 

The foregoing provisions may be relied on by and shallinure to the benefit of the addresses set forth above and their successors,assigns and mortgagees and shall be binding upon the undersigned and theirsuccessors and assigns.

 

 
| Dated this       day of                     ,  2005. |   |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
|                                                                                                                                                                              |   | Very truly  yours, |
|                                                                                                                                                                              |   |   |
|                                                                                                                                                                              |   |   |   |
|                                                                                                                                                                              |   |   |
|                                                                                                                                                                              |   | By: |   |
|                                                                                                                                                                              |   |   |   |
|                                                                                                                                                                              |   | Its: |   |
|                                                                                                                                                                              |   |   |   |
|                                                                                                                                                                              |   | “Tenant” |
|                                                                                                                                                                                   |        |  |  |  |

 

10

----

 

**Exhibit I**

 

**Form of Ground Lessor Estoppel Certificate**

 

TO:                            ***[Seller]***

 

and:                         ***[DCT]***

 

The undersigned,                              (“Landlord”) under a certain lease agreement, a true copy of which, withall amendments thereto, is attached hereto as Exhibit A (“Lease”),does hereby certify as follows:

 

1.                                       TheLease is presently in effect and unmodified.

 

2.                                       TheLease term commenced on                              and continues through                              .  There are no purchase options or rights offirst refusal regarding the property subject to the Lease, except as follows:                             .

 

3.                                       TheTenant is paying $                             per***[month/quarter/year]***as rent to Landlord under the Lease, which rent obligation is not past due ordelinquent in any respect and has been paid through and including                              ,2005.

 

4.                                       Tenantis not in default under the Lease and Landlord does not claim any default byTenant under the Lease.

 

The foregoing provisionsmay be relied on by and shall inure to the benefit of the addressees set forthabove and their successors, assigns, and mortgagees and shall be binding uponthe undersigned and their successors and assigns.

 

DATED:                               , 2005

 
|   | LANDLORD: |
|--------|-----------|
|   |      |
|   |      |
|   | By        |   |   |
|   |      |   (Name) |
|   |      |   (Title) |

 

----

 

**Exhibit J**

 

**Form of Lender Estoppel Certificate**

 

TO:                            ***[Seller]***

 

and:                         ***[DCT]***

 

Re:                               Loan(“Loan”) from                               (the “Lender”) to                               

 

The Lender herebycertifies to you the following:

 

1.                                       TheLoan is evidenced by a Promissory Note dated                               in the original principal amount of $                              (the “Note”).

 

2.                                       Allof the instruments executed and delivered in connection with the Loan arelisted on Exhibit A attached hereto and incorporated herein (the “LoanDocuments”).  The Loan Documents havenot been amended or modified except as noted on Exhibit A.

 

3.                                       TheLoan Documents encumber the real property known as                                    (the “Property”).

 

4.                                       Asof                    ,2005, the outstanding principal balance under the Note is $                                                            .

 

5.                                       Thelast monthly installment of principal and interest in the amount of $                  was paid on                    ,2005.

 

6.                                       Thefinal maturity date of the Note is                               ,              .

 

7.                                       Nomonetary event of default has occurred under the Loan Documents.  To Lender’s knowledge, no other default hasoccurred under the Loan Documents, and no event has occurred or conditionexists that, with notice and/or the passage of time, would constitute an eventof default under the Loan Documents.

 

8.                                       Lenderdoes not hold any escrows in connection with the Loan or pursuant to the LoanDocuments, except as follows:                                                 .

 

9                                          Theundersigned is authorized to execute this Estoppel Certificate on behalf ofLender.

 

This certificate issigned as an instrument under seal as of                    ,2005.

 
|   | By     |   |   |
|--------|--------|--------|--------|
|   |   | Name:  |
|   |   | Title: |

 

----

 

Exhibit A to Lender Estoppel Certificate

 

List of Loan Documents

 

2

----

 

**EXHIBIT K**

 

**Exhibit C leases from LOI that have been signed**

 
| **Building**              | ** ** | **Tenant**                  | ** ** | **Square Feet** | ** ** |
|---------------------------|------------|-----------------------------|------------|-----------------|------------|
|                      |       |                        |       |            |       |
| 170 Penny Road            |       | Number One Parts, Inc. |       | 15,120          |       |
| 6215 Regency Parkway      |       | Importers Etc., Inc.   |       | 2,606           |       |
| 5300 W. 123rd Place       |       | Midwest Detail              |       | 2,700           |       |
| 5300 W. 123rd Place       |       | Labriola Bakery             |       | 5,400           |       |
| 730-770 South Wolf Road   |       | Fashion Express             |       | 72,613          |       |
| 275 Wildwood Ave          |       | Anixter                     |       | 78,750          |       |
| Baltimore Development     |       | Verizon                     |       | 139,424         |       |
| Columbus Development      |       | Exel                        |       | 320,000         |       |
| 1225 Springlake Road      |       | Avail                       |       | 100,000         |       |
| 13737 N. Stemmons Parkway |       | Dymatize  Enterprises       |       | 113,344         |       |
| 2270 Springlake Road      |       | Nouveau                     |       | 6,048           |       |
| 3208 Belt Line Road       |       | Ra-Hel                      |       | 1,640           |       |
| 6419 228th Street         |       | Paterson Dental  Supply     |       | 83,503          |       |
| 275 Wildwood Ave          |       | Verizon                     |       | 60,000          |       |
|                      |       |                        |       |            |       |
|                      |       |                        |       | 1,001,148       |       |

 

**Exhibit C leases from LOI that are month-to-month**

 
| **Building**            | ** ** | **Tenant**                  | ** ** | **Square Feet** | ** ** |
|-------------------------|------------|-----------------------------|------------|-----------------|------------|
|                    |       |                        |       |            |       |
| 6279 E. Slauson  Avenue |       | To Give Life                |       | 1,251           |       |
| 6279 E. Slauson  Avenue |       | Evans Dedicated  Systems    |       | 3,267           |       |
| 6279 E. Slauson  Avenue |       | S.U. Enterprises, Inc. |       | 803             |       |
| 4400 Olympic  Boulevard |       | DHL Airways, Inc.      |       | 9,252           |       |
|                    |       |                        |       | 14,573          |       |

 

**Exhibit Clease from LOI that has not been executed**

 
| ** **            | ** ** | ** ** | ** ** | ** **      | ** ** | ** **    | ** ** | ** **     | ** ** | **Tenant**      | ** ** | ** **  | ** ** | **Remt**        | ** ** |
|-----------------------|------------|------------|------------|-----------------|------------|---------------|------------|----------------|------------|-----------------|------------|-------------|------------|-----------------|------------|
| ** **            | ** ** | ** ** | ** ** | ** **      | ** ** | ** **    | ** ** | **Monthly**    | ** ** | **Improvement** | ** ** | **Leasing** | ** ** | **Adjustments** | ** ** |
| **Building**          | ** ** | **Tenant** | ** ** | **Square Feet** | ** ** | **Rent**      | ** ** | **Costs**      | ** ** | **Commission**  | ** ** | **Months**  | ** ** |
|                  |       |       |       |            |       |          |       |           |       |            |       |        |       |
| 1132 Valwood  Parkway |       | Conns      |       | 140,800         |       | $ 46,112 |       | $ 140,000 |       | $ 205,000  |       | 7.5         |       |

 

----

 

**EXHIBIT L**

 

**ColumbusDevelopment**

 

The Columbus Developmentbuilding is a 500,000 square foot cross-dock facility.  It is shell complete.  Currently the Fund is building out tenantimprovements for Exel Logistics.  Exelleases 320,000 square feet and has an option to expand into the rest of thebuilding.  The tenant improvementcontract, which includes all the rail work, is approximately 33% complete andon schedule.

 

A list of significantcontracts for the project follows:

 

1  Shell Construction Contract between CIVFI-OH1B02, LLC and Fed One Dublin LLC dated April 5, 2004.

 

2  TI Construction Contract between CIVFI-OH1B02, LLC and Fed One Dublin LLC dated May 18, 2005.

 

3  Lease Agreement between CIVF I-OH1B02, LLCand Exel Logistics dated May 11, 2005.

 

4  Exclusive Leasing Agreement between CabotProperties, Inc. and Ruscilli Real Estate Services dated May 1, 2004.

 

5  Development Agreement between CabotProperties, Inc. and CIVF I-OH1B02, LLC dated April 13, 2004.

 

**BaltimoreProperty**

 

The Baltimore Property isa 139,424 build-to-suit transaction for Verizon Wireless.  Verizon Wireless will operate a call centerfrom this facility.  The shell buildingis 75% complete.  The scope of work forthe tenant improvements is substantially complete and the work hascommenced.   Seller expects the tenantimprovement contract will be signed the week of June 20,2005.

 

A list of significantcontracts for the project follows:

 

1  Declaration of Covenants, Conditions, andRestrictions between: Patapsco Valley Development Corp. and CIVF I – MD1M02 &MD1M03, LLC dated June 14, 2004.

 

2  Development Agreement – between CIVF I –MD1M02 & MD1M03, LLC and Seefried Industrial Properties, Inc.dated June 15, 2004.

 

3  Shell Construction Contract – between CIVF I– MD1M02 & MD1M03, LLC and Conlan Company dated September 8,2004.

 

4  Lease Agreement – between CIVF I – MD1M02 &MD1M03, LLC and Cellco Partnership d/b/a Verizon Wireless dated April 4,2005.

 

5  TI Construction Contract – between CIVF I –MD1M02 & MD1M03, LLC and Conlan Company – pending

 

6  Development Bond – CIVF I – MD1M02 &MD1M03, LLC (SunTrust Bank) and Howard County Maryland

 

$  67,312.50 for Department of Public Works

$134,625.00 for Water andSewer Public Improvements

$201,937.50 Total

 

----

 
| **State** | ** ** | **Seller Subsidiary** | ** ** | **Seller  ownership  interest** | ** ** | **Seller’s Properties** |
|-----------|------------|-----------------------|------------|---------------------------------|------------|------------------------------|

 
| ** ** | ** ** | All of Seller’s  subsidiaries are organized under the laws of the State of Delaware                                                                                                                                | ** ** | ** ** |
|------------|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|------------|
| ** ** | ** ** | ** **                                                                                                                                                                                                              | ** ** | ** ** | ** ** | ** ** |
| ** ** | ** ** | Cabot Industrial  Value Fund, L.P.                                                                                                                                                                                      | ** ** | 95.15      | % | ** ** |
| ** ** | ** ** | Cabot Industrial  Value Fund, L.P. is the sole member and manager of each LLC (unless otherwise  noted) and is the 99.9% limited partner of each Limited Partnership (CIVF I -  TX GP, LLC is the 0.1% general partner) | ** ** | ** ** | ** ** | ** ** |
| ** ** | ** ** | ** **                                                                                                                                                                                                              | ** ** | ** ** | ** ** | ** ** |
| CA         | ** ** | CIVF I -  CA1M01& CA1W01, LLC                                                                                                                                                                                       | ** ** | ** ** | ** ** | 660 Twin Oaks  Valley Rd |
| CA         | ** ** |                                                                                                                                                                                                                    | ** ** | ** ** | ** ** | 664 Twin Oaks  Valley Road |
| CA         | ** ** | CIVF I - CA1M02 &  CA1M03, LLC                                                                                                                                                                                 | ** ** | ** ** | ** ** | 6289 E. Slauson  Avenue |
| CA         | ** ** |                                                                                                                                                                                                                    | ** ** | ** ** | ** ** | 6277-6285 E.  Slauson Ave |
| CA         | ** ** |                                                                                                                                                                                                                    | ** ** | ** ** | ** ** | 6279 E. Slauson  Avenue |
| CA         | ** ** | CIVF I - CA1M04,  LLC                                                                                                                                                                                                   | ** ** | ** ** | ** ** | 250 Airport  Circle |
| CA         | ** ** | CIVF I - CA1M05,  LLC                                                                                                                                                                                                   | ** ** | ** ** | ** ** | 451 Cota Street |
| FL         | ** ** | CIVF I - FL2W01,  LLC                                                                                                                                                                                                   | ** ** | ** ** | ** ** | 4031 NE 12  Terrace |
| GA         | ** ** | CIVF I - GA1M01,  LLC                                                                                                                                                                                                   | ** ** | ** ** | ** ** | 5125 Fulton  Industrial Blvd. |
| GA         | ** ** | CIVF I - GA1M02,  GA1M03 & GA1W08-GA1W10, LLC                                                                                                                                                                  | ** ** | ** ** | ** ** | 5440 Oakbrook  Parkway |
| GA         | ** ** |                                                                                                                                                                                                                    | ** ** | ** ** | ** ** | 5715 Oakbrook  Parkway |
| GA         | ** ** |                                                                                                                                                                                                                    | ** ** | ** ** | ** ** | 5470 Oakbrook  Parkway |
| GA         | ** ** |                                                                                                                                                                                                                    | ** ** | ** ** | ** ** | 5675 Oakbrook  Parkway |
| GA         | ** ** |                                                                                                                                                                                                                    | ** ** | ** ** | ** ** | 5695 Oakbrook  Parkway |
| GA         | ** ** | CIVF I - GA1M04 &  GA1M05, LLC                                                                                                                                                                                 | ** ** | ** ** | ** ** | 6215 Fulton Industrial  Road |
| GA         | ** ** |                                                                                                                                                                                                                    | ** ** | ** ** | ** ** | 6255 Fulton  Industrial Road |
| GA         | ** ** | CIVF I - GA1W01,  LLC                                                                                                                                                                                                   | ** ** | ** ** | ** ** | 170 Penney Road |
| GA         | ** ** | CIVF I - GA1W02-GA1W07,  LLC                                                                                                                                                                                            | ** ** | ** ** | ** ** | 2780 Peterson  Place |
| GA         | ** ** |                                                                                                                                                                                                                    | ** ** | ** ** | ** ** | 2820 Peterson  Place |
| GA         | ** ** |                                                                                                                                                                                                                    | ** ** | ** ** | ** ** | 2827 Peterson  Place |
| GA         | ** ** |                                                                                                                                                                                                                    | ** ** | ** ** | ** ** | 2830-2840  Peterson Place |
| GA         | ** ** |                                                                                                                                                                                                                    | ** ** | ** ** | ** ** | 2831-2837  Peterson Place |
| GA         | ** ** | CIVF I - GA1W13,  GA1W12 & GA1W11, LLC                                                                                                                                                                         | ** ** | ** ** | ** ** | 844 Livingston  Court |
| GA         | ** ** |                                                                                                                                                                                                                    | ** ** | ** ** | ** ** | 824 Livingston  Court |
| GA         | ** ** |                                                                                                                                                                                                                    | ** ** | ** ** | ** ** | 814 Livingston  Court |
| GA         | ** ** | CIVF I - GA1W14,  LLC                                                                                                                                                                                                   | ** ** | ** ** | ** ** | 5025 South Royal  Atlanta Drive |
| GA         | ** ** | CIVF I - GA1W15-W23,  LLC                                                                                                                                                                                               | ** ** | ** ** | ** ** | 6300 Jimmy Carter  Blvd |
| GA         | ** ** |                                                                                                                                                                                                                    | ** ** | ** ** | ** ** | 6290 Jimmy  Carter Blvd |
| GA         | ** ** |                                                                                                                                                                                                                    | ** ** | ** ** | ** ** | 6190 Regency  Parkway |
| GA         | ** ** |                                                                                                                                                                                                                    | ** ** | ** ** | ** ** | 6230 Regency  Parkway |
| GA         | ** ** |                                                                                                                                                                                                                    | ** ** | ** ** | ** ** | 6350 Regency  Parkway |
| GA         | ** ** |                                                                                                                                                                                                                    | ** ** | ** ** | ** ** | 6400 Regency  Parkway |
| GA         | ** ** |                                                                                                                                                                                                                    | ** ** | ** ** | ** ** | 6375 Regency  Parkway |
| GA         | ** ** |                                                                                                                                                                                                                    | ** ** | ** ** | ** ** | 6325 Regency  Parkway |
| GA         | ** ** |                                                                                                                                                                                                                    | ** ** | ** ** | ** ** | 6215 Regency  Parkway |
| GA         | ** ** | CIVF I - GA1W24,  LLC                                                                                                                                                                                                   | ** ** | ** ** | ** ** | 7340 McGinnis  Ferry Road |
| GA         | ** ** | CIVF I - GA1W25,  LLC                                                                                                                                                                                                   | ** ** | ** ** | ** ** | 296 Southfield  Parkway |
| IL         | ** ** | CIVF I - IL1B01 &  IL1M01, LLC                                                                                                                                                                                 | ** ** | ** ** | ** ** | 1030 East Fabyan  Parkway |

 

----

 
| **State** | ** ** | **Seller Subsidiary**                                        | ** ** | **Seller  ownership  interest** | ** ** | **Seller’s Properties**   |
|-----------|------------|--------------------------------------------------------------|------------|---------------------------------|------------|--------------------------------|
| IL        | ** ** |                                                         | ** ** | ** **                      | ** ** | 1120 Frontenac  Road           |
| IL        | ** ** | CIVF I - IL1M02,  LLC (formerly CIVF I - ILIB02, LLC)        | ** ** | ** **                      | ** ** | 730-770 South  Wolf Road       |
| IL        | ** ** | CIVF I - IL1M03,  LLC                                        | ** ** | ** **                      | ** ** | 12301-12325  Laramie Ave       |
| IL        | ** ** | CIVF I - IL1W01,  LLC                                        | ** ** | ** **                      | ** ** | 5300 W. 123rd  Place           |
| IL        | ** ** | CIVF I - IL1W02,  LLC (formerly CIVF I - 01IL1W02, LLC)      | ** ** | ** **                      | ** ** | 3575 Stern  Avenue             |
| KY        | ** ** | CIVF I - KY1B01 &  KYB02, LLC                       | ** ** | ** **                      | ** ** | 7130 New  Buffington Rd Bldg A |
| KY        | ** ** |                                                         | ** ** | ** **                      | ** ** | 7130 New  Buffington Rd Bldg B |
| KY        | ** ** | CIVF I - KY1M01-KY1M06 &  KY1W01, LLC               | ** ** | ** **                      | ** ** | 4400 Olympic  Blvd             |
| KY        | ** ** |                                                         | ** ** | ** **                      | ** ** | 4600 Olympic  Blvd             |
| KY        | ** ** |                                                         | ** ** | ** **                      | ** ** | 1600-1650  Dolwick Drive       |
| KY        | ** ** |                                                         | ** ** | ** **                      | ** ** | 3233-3235  Mineola Pike        |
| KY        | ** ** |                                                         | ** ** | ** **                      | ** ** | 7107 Industrial  Road          |
| KY        | ** ** |                                                         | ** ** | ** **                      | ** ** | 7115 Industrial  Road          |
| KY        | ** ** |                                                         | ** ** | ** **                      | ** ** | 4800 Olympic  Blvd             |
| MA        | ** ** | CIVF I - MA1M01,  LLC                                        | ** ** | ** **                      | ** ** | 275 Wildwood  Avenue           |
| MD        | ** ** | CIVF I - MD1M01,  LLC                                        | ** ** | ** **                      | ** ** | 1328 Charwood  Road            |
| MD        | ** ** | CIVF I - MD1M02 &  MD1M03, LLC                      | ** ** | ** **                      | ** ** | 7401 Coca Cola  Drive          |
| MD        | ** ** | CIVF I - MD1M04,  LLC                                        | ** ** | ** **                      | ** ** | 8779 Greenwood  Place          |
| NC        | ** ** | CIVF I -NC1B01,  LLC                                         | ** ** | ** **                      | ** ** | 2301 Nevada  Boulevard         |
| NC        | ** ** | CIVF I - NC1M01,  LLC                                        | ** ** | ** **                      | ** ** | 3821 Barringer  Drive          |
| NC        | ** ** | CIVF I - NC1M02,  LLC                                        | ** ** | ** **                      | ** ** | 10350 Nations  Ford Road       |
| NJ        | ** ** | CIVF I - NJ1B01,  LLC                                        | ** ** | ** **                      | ** ** | 200 Helen Street               |
| NJ        | ** ** | CIVF I - NJ1B02,  LLC                                        | ** ** | ** **                      | ** ** | 47 Brunswick Ave               |
| NJ        | ** ** | CIVF I - NJ1W01,  LLC                                        | ** ** | ** **                      | ** ** | 390 Campus Drive               |
| NJ        | ** ** | CIVF I - NJ1W02,  LLC                                        | ** ** | ** **                      | ** ** | 2301 Cottontail  Lane          |
| OH        | ** ** | CIVF I - OH1B01,  LLC                                        | ** ** | ** **                      | ** ** | 1500 Commodity  Blvd           |
| OH        | ** ** | CIVF I - OH1B02,  LLC                                        | ** ** | ** **                      | ** ** | 1450 Commodity  Blvd           |
| OH        | ** ** | CIVF I - OH1B03,  LLC                                        | ** ** | ** **                      | ** ** | 4531 Industrial  Drive         |
| OH        | ** ** | CIVF I - OH2B01 &  OH2M01, LLC                      | ** ** | ** **                      | ** ** | 12111 Best Place               |
| OH        | ** ** |                                                         | ** ** | ** **                      | ** ** | 300 Distribution  Circle       |
| TX        | ** ** | CIVF I - TX1L03,  LP                                         | ** ** | ** **                      | ** ** | Northpoint LAND                |
| TX        | ** ** | CIVF I - TX1L04,  LP                                         | ** ** | ** **                      | ** ** | AmberPoint LAND                |
| TX        | ** ** | CIVF I - TX1B01 &  B02, M02-M05, W04, W07-W10, L.P. | ** ** | ** **                      | ** ** | Esters Blvd -  LAND            |
| TX        | ** ** |                                                         | ** ** | ** **                      | ** ** | 1921-2015  Meridien Street     |
| TX        | ** ** |                                                         | ** ** | ** **                      | ** ** | 300 Gateway  Drive             |
| TX        | ** ** |                                                         | ** ** | ** **                      | ** ** | 10817 Sanden  Drive            |
| TX        | ** ** |                                                         | ** ** | ** **                      | ** ** | 1225 North 28th  Avenue        |
| TX        | ** ** |                                                         | ** ** | ** **                      | ** ** | 2700 Esters Blvd               |
| TX        | ** ** |                                                         | ** ** | ** **                      | ** ** | 1132 Valwood  Parkway          |
| TX        | ** ** |                                                         | ** ** | ** **                      | ** ** | 1100 Royal Lane                |
| TX        | ** ** |                                                         | ** ** | ** **                      | ** ** | 8300 Esters Blvd               |
| TX        | ** ** |                                                         | ** ** | ** **                      | ** ** | 8304 Esters Blvd               |
| TX        | ** ** |                                                         | ** ** | ** **                      | ** ** | 8400 Esters Blvd               |
| TX        | ** ** |                                                         | ** ** | ** **                      | ** ** | 8404 Esters Blvd               |
| TX        | ** ** | CIVF I - TX1M01,  LP (formerly CIVF I - TX1M01, LLC)         | ** ** | ** **                      | ** ** | 3250 West Story  Drive         |
| TX        | ** ** | CIVF I - TX1W02,  LP (formerly CIVF I - TX1W02, LLC)         | ** ** | ** **                      | ** ** | 1141 108th  Street             |
| TX        | ** ** | CIVF I - TX1W03,  LP (formerly CIVF I - TX1W03, LLC)         | ** ** | ** **                      | ** ** | 13737 N.  Stemmons Freeway     |
| TX        | ** ** | CIVF I - TX1W05-W06,  L.P.                                   | ** ** | ** **                      | ** ** | 315 N Great SW  Pkwy - LAND    |

 

----

 
| **State** | ** ** | **Seller Subsidiary**                  | ** ** | **Seller  ownership  interest** | ** ** | **Seller’s Properties**    |
|-----------|------------|----------------------------------------|------------|---------------------------------|------------|---------------------------------|
| TX        | ** ** |                                   | ** ** | ** **                      | ** ** | 1101 N Great  Southwest Parkway |
| TX        | ** ** |                                   | ** ** | ** **                      | ** ** | 315 N Great  Southwest Parkway  |
|      | ** ** |                                   | ** ** | ** **                      | ** ** |                            |
| TX        | ** ** | CIVF I - TX1W11-TX1W17,  LP            | ** ** | ** **                      | ** ** | 14934 Webb  Chapel Road         |
| TX        | ** ** |                                   | ** ** | ** **                      | ** ** | 3212 Belt Line  Road            |
| TX        | ** ** |                                   | ** ** | ** **                      | ** ** | 3210 Belt Line  Road            |
| TX        | ** ** |                                   | ** ** | ** **                      | ** ** | 3208 Belt Line  Road            |
| TX        | ** ** |                                   | ** ** | ** **                      | ** ** | 3214 Belt Line  Road            |
| TX        | ** ** |                                   | ** ** | ** **                      | ** ** | 3216 Belt Line  Road            |
| TX        | ** ** |                                   | ** ** | ** **                      | ** ** | 3218 Belt Line  Road            |
| TX        | ** ** | CIVF I - TX1W18 &  TX1W19, LP | ** ** | ** **                      | ** ** | 2270 Springlake  Road           |
| TX        | ** ** |                                   | ** ** | ** **                      | ** ** | 2290 Springlake  Road           |
| TX        | ** ** | CIVF I - TX1W20 &  TX1W21, LP | ** ** | ** **                      | ** ** | 1313 Valwood  Parkway           |
| TX        | ** ** |                                   | ** ** | ** **                      | ** ** | 1321 Valwood  Parkway           |
| TX        | ** ** | CIVF I - TX1W22,  LP                   | ** ** | ** **                      | ** ** | 1775 Hurd Drive                 |
| TX        | ** ** | CIVF I - TX1W23,  LP                   | ** ** | ** **                      | ** ** | 1515 Champion  Drive            |
| WA        | ** ** | CIVF I - WA1B01,  LLC                  | ** ** | ** **                      | ** ** | 800 SW 27th  Street             |
| WA        | ** ** | CIVF I - WA1M01-  WA1M04, LLC          | ** ** | ** **                      | ** ** | 1150 Industry  Drive North      |
| WA        | ** ** |                                   | ** ** | ** **                      | ** ** | 840 Industry  Drive North       |
| WA        | ** ** |                                   | ** ** | ** **                      | ** ** | 6419 South 228th  Street        |
| WA        | ** ** |                                   | ** ** | ** **                      | ** ** | 22620 64th  Avenue South        |
| WA        | ** ** | CIVF I - WA1M05 &  M06, LLC   | ** ** | ** **                      | ** ** | 6307-6215 South  228th Street   |
| WA        | ** ** |                                   | ** ** | ** **                      | ** ** | 7620 South 192nd  Street        |
|      | ** ** |                                   | ** ** | ** **                      | ** ** |                            |
| MD        | ** ** | Cabot Greenwood  Holdings, LLC         | ** ** | ** **                      | ** ** |                            |
| MD        | ** ** | CIVF I CHARWOOD  SUB, LLC              | ** ** | ** **                      | ** ** |                            |
| TX        | ** ** | CIVF I - TX GP,  LLC                   | ** ** | ** **                      | ** ** |                            |

 
| ** **                                               | ** ** | **Information as  of June 15, 2005** | ** ** | ** **  | ** ** | ** **    | ** ** |
|----------------------------------------------------------|------------|-------------------------------------------|------------|-------------|------------|---------------|------------|
| ** **                                               | ** ** | **Total**                                 | ** ** | **Total**   | ** ** | ** **    | ** ** |
| ** **                                               | ** ** | **Capital**                               | ** ** | **Shares**  | ** ** | **Ownership** | ** ** |
| ** **                                               | ** ** | **Called**                                | ** ** | **Issued**  | ** ** | **Percent**   | ** ** |
| ** **                                               | ** ** | ** **                                | ** ** | ** **  | ** ** | ** **    | ** ** |
| Partner in Cabot Industrial Value Fund, L.P.             | ** ** | ** **                                | ** ** | ** **  | ** ** | ** **    | ** ** |
|                                                     |       |                                      |       |        |       |          |       |
| Cabot Industrial Value Fund, Inc.                   |       | 104,668,500                               |       | 209,337     |       | 95.1541       | %          |
| ACP Family Partnership L.P.                              |       | 82,500                                    |       | 165         |       | 0.0750        | %          |
| Arthur C. Patterson                                      |       | 82,500                                    |       | 165         |       | 0.0750        | %          |
| Ellmore C. Patterson Partners L.P.                       |       | 82,500                                    |       | 165         |       | 0.0750        | %          |
| Homestake Partners L.P.                                  |       | 82,500                                    |       | 165         |       | 0.0750        | %          |
| Ronald L. Skates                                         |       | 177,000                                   |       | 354         |       | 0.1609        | %          |
| Burn3 LLC                                                |       | 165,000                                   |       | 330         |       | 0.1500        | %          |
| Gordon Gund - G. Zachary Gund Generation Skipping  Trust |       | 177,000                                   |       | 354         |       | 0.1609        | %          |
| Gordon Gund - Grant Gund Generation Skipping Trust       |       | 177,000                                   |       | 354         |       | 0.1609        | %          |
| Cabot Industrial Value Fund, Inc.                   |       | 1,414,500                                 |       | 2,829       |       | 1.2859        | %          |
| ACP Family Partnership L.P.                              |       | 2,890,000                                 |       | 5,780       |       | 2.6273        | %          |
|                                                     |       |                                      |       |        |       |          |       |
| ** **                                               | ** ** | **109,999,000**                           | ** ** | **219,998** | ** ** | **100.0000**  | %          |

 

----

 

**Schedule 2.2(b)**

 

NONE

 

----

 

**Schedule 2.3(c)**

 

NONE

 

----

 

**Schedule 2.3(f)**

 
| ** **                                               | ** ** | **Information as  of June 15, 2005** | ** ** | ** **  | ** ** | ** **    | ** ** |
|----------------------------------------------------------|------------|-------------------------------------------|------------|-------------|------------|---------------|------------|
| ** **                                               | ** ** | **Total**                                 | ** ** | **Total**   | ** ** | ** **    | ** ** |
| ** **                                               | ** ** | **Capital**                               | ** ** | **Shares**  | ** ** | **Ownership** | ** ** |
| ** **                                               | ** ** | **Called**                                | ** ** | **Issued**  | ** ** | **Percent**   | ** ** |
|                                                     |       |                                      |       |        |       |          |       |
| Partner in Cabot  Industrial Value Fund, L.P.            |       |                                      |       |        |       |          |       |
|                                                     |       |                                      |       |        |       |          |       |
| Cabot Industrial Value Fund, Inc.                   |       | 104,668,500                               |       | 209,337     |       | 95.1541       | %          |
| ACP Family Partnership L.P.                              |       | 82,500                                    |       | 165         |       | 0.0750        | %          |
| Arthur C. Patterson                                      |       | 82,500                                    |       | 165         |       | 0.0750        | %          |
| Ellmore C. Patterson Partners L.P.                       |       | 82,500                                    |       | 165         |       | 0.0750        | %          |
| Homestake Partners L.P.                                  |       | 82,500                                    |       | 165         |       | 0.0750        | %          |
| Ronald L. Skates                                         |       | 177,000                                   |       | 354         |       | 0.1609        | %          |
| Burn3 LLC                                                |       | 165,000                                   |       | 330         |       | 0.1500        | %          |
| Gordon Gund - G. Zachary Gund Generation Skipping  Trust |       | 177,000                                   |       | 354         |       | 0.1609        | %          |
| Gordon Gund - Grant Gund Generation Skipping Trust       |       | 177,000                                   |       | 354         |       | 0.1609        | %          |
| Cabot Industrial Value Fund, Inc.                   |       | 1,414,500                                 |       | 2,829       |       | 1.2859        | %          |
| ACP Family Partnership L.P.                              |       | 2,890,000                                 |       | 5,780       |       | 2.6273        | %          |
|                                                     |       |                                      |       |        |       |          |       |
| ** **                                               | ** ** | **109,999,000**                           | ** ** | **219,998** | ** ** | **100.0000**  | %          |

 

----

 

**Schedule 2.3(h)**

 

NONE

 

----

 

**Schedule 2.5(b)**

 

**Consents Required**

 

Approvalof holders of the outstanding shares off common stock of Seller in accordancewith Seller’s charter and Maryland state law

 

**Consents under the following mortgage loan documents, to theextent required under such loan documents:**

 
| **Lender**                                                                                                              | ** ** | **Execution Date** | ** ** | **Loan Amount** | ** ** | **Maturity Date** | ** ** |
|-------------------------------------------------------------------------------------------------------------------------|------------|--------------------|------------|-----------------|------------|-------------------|------------|
| Nationwide Life Insurance Company                                                                                       |       | 12/23/03           |       | $               | 57,894,000 |              | 01/11/11   |   |
|                                                                                                                    |       |               |       |            |       |              |       |
| Principal pay  down of $400,000 at time of 2800 Peterson Place sale – current outstanding  loan amount $57,494,000 |       |
|                                                                                                                    |       |               |       |            |       |              |       |
| Nationwide Life Insurance Company                                                                                       |       | 03/17/04           |       | $               | 50,150,000 |              | 04/01/11   |   |
| New York Life Insurance Company                                                                                         |       | 09/30/04           |       | $               | 75,785,750 |              | 10/10/11   |   |
| Jackson National Life Insurance Company                                                                                 |       | 02/03/05           |       | $               | 65,100,000 |              | 03/01/12   |   |
|                                                                                                                    |       |               |       |            |       |              |       |
| **Mortgage Loan Application**                                                                                           |       |               |       |            |       |              |       |
| Jackson National Life Insurance Company                                                                                 |       | 05/20/05           |       | $               | 62,740,000 |              | TBD        |   |
| Properties to be secured:                                                                                               |       |               |       |            |       |              |       |
|                                                                                                                    |       |               |       |            |       |              |       |
| 7340 McGinnis Ferry Road                                                                                                |       |               |       | GA              |       |              |       |
| 296 Southfield Parkway                                                                                                  |       |               |       | GA              |       |              |       |
| 12301-12325 Laramie Ave                                                                                                 |       |               |       | IL              |       |              |       |
| 8779 Greenwood Place                                                                                                    |       |               |       | MD              |       |              |       |
| 2301 Cottontail Lane                                                                                                    |       |               |       | NJ              |       |              |       |
| 4531 Industrial Drive                                                                                                   |       |               |       | OH              |       |              |       |
| 1450 Commodity Blvd (Columbus Development)                                                                              |       |               |       | OH              |       |              |       |
| 14934 Webb Chapel Road                                                                                                  |       |               |       | TX              |       |              |       |
| 3212 Belt Line Road                                                                                                     |       |               |       | TX              |       |              |       |
| 3210 Belt Line Road                                                                                                     |       |               |       | TX              |       |              |       |
| 3208 Belt Line Road                                                                                                     |       |               |       | TX              |       |              |       |
| 3214 Belt Line Road                                                                                                     |       |               |       | TX              |       |              |       |
| 3216 Belt Line Road                                                                                                     |       |               |       | TX              |       |              |       |
| 3218 Belt Line Road                                                                                                     |       |               |       | TX              |       |              |       |
| 2270 Springlake Road                                                                                                    |       |               |       | TX              |       |              |       |
| 2290 Springlake Road                                                                                                    |       |               |       | TX              |       |              |       |
| 1313 Valwood Parkway                                                                                                    |       |               |       | TX              |       |              |       |
| 1321 Valwood Parkway                                                                                                    |       |               |       | TX              |       |              |       |
| 1775 Hurd Drive                                                                                                         |       |               |       | TX              |       |              |       |
| 1515 Champion Drive                                                                                                     |       |               |       | TX              |       |              |       |
| 800 SW 27th Street                                                                                                      |       |               |       | WA              |       |              |       |

 

----

 

**Schedule 2.6(a)**

 

Attached are the following:

1                  CabotIndustrial Value Fund, Inc.’s unaudited balance sheet as of December 31,2004 Cabot Industrial Value Fund, Inc.’s unaudited statements of operations,statement of stockholders’ equity and statement of cash flows for the yearended December 31, 2004

 

2                  CabotIndustrial Value Fund, Inc.’s unaudited balance sheet as of March 31,2005Cabot Industrial Value Fund, Inc.’s unaudited statements of operations,statement of stockholders’ equity and statement of cash flows for the threemonths ended March 31, 2005

 

3                  CabotIndustrial Value Fund, L.P. and its subsidiaries’ audited balance sheet as of December 31,2004, on a consolidated basisCabot Industrial Value Fund, L.P. and its subsidiaries’ audited statements ofoperations, statement of partners’ equity and statement of cash flows for theyear ended December 31, 2004, on a consolidated basis

 

4                  CabotIndustrial Value Fund, L.P. and its subsidiaries’ unaudited balance sheet as ofMarch 31, 2005, on a consolidated basisCabot Industrial Value Fund, L.P. and its subsidiaries’ unaudited statements ofoperations, statement of partners’ equity and statement of cash flows for thethree months ended March 31, 2005, on a consolidated basis

 

----

 

**Schedule 2.6(b)**

 

**Subsidiaries not consolidated withthe Fund**

NONE

 
| **Material liabilities**    | ** ** | ** ** | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | ** ** | ** ** | ** **    |
|-----------------------------|------------|------------|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|------------|---------------|
| **Building address**        | ** ** | **State**  | ** ** | **Liability**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | ** ** | **Cost**   | ** **    |
| ** **                  | ** ** | ** ** | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | ** ** | ** ** | ** **    |
| 2830-2842  Peterson Place   |       | GA         |       | MCI roof  replacement reimbursement – In accordance with Section 13 of the lease,  MCI has the right to install a roof and landlord will reimburse the tenant up  to $96,000 provided tenant submits documentation. Documentation is to include  a paid invoice, final lien release from contractor and a copy of the roof  warranty. MCI has not provided documentation since Cabot acquired the  property on 7/10/03.                                                                                                                                                                                                                |       | $          | 96,000        |   |
| ** **                  | ** ** | ** ** | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | ** ** | ** ** | ** **    |
| 2831-2837 Peterson  Place   |       | GA         |       | Flood damage -  contingent – On 9/16/04 there was water damage from hurricane rains that  flooded a tenant’s space. Affiliated FM claimed this was a flood; therefore  the deductible is $100,000. To date, Seller has paid $73,000. Although most  costs are completed, the maximum Seller’s liability is reflected.                                                                                                                                                                                                                                                                                                             |       | $          | 27,000        |   |
| ** **                  | ** ** | ** ** | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | ** ** | ** ** | ** **    |
| 12301-12325  Laramie Avenue |       | IL         |       | Fire sprinkler  supply pipe break - no damage to interior - exterior repairs have been  completed - estimated cost                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |       | $          | 20,000        |   |
|                        |       |       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |       |       |          |
| 200 Helen Street            |       | NJ         |       | Baker’s rent  dispute – estimate                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |       | $          | 52,000        |   |
|                        |       |       |       | Baker’s lease  commission                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |       | $          | 125,194       |   |
|                        |       |       |       | Prevost floor  dispute – undetermined – Seller has requested that Jamel Kizel, Prevost’s  Engineering firm that tested the floor, to provide a recommendation and cost  estimate for Seller’s consultant review. On June 16th, Jamel  Kizel submitted two recommendations to fix the floor;$813,000 to $1,295,000.  Seller has forwarded the recommendation to Face Consultants, it’s floor  expert, for review and comment.                                                                                                                                                                                       |       |       |          |
|                        |       |       |       | Prevost lease  commission                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |       | $          | 121,296       |   |
|                        |       |       |       | Alliance Real  Estate Group, Inc. - contingent sale commission                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |       | $          |  500,000 |   |
|                        |       |       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |       |       |          |
| ** **                  | ** ** | ** ** | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | ** ** | ** ** | ** **    |
| 12111 Best Place            |       | OH         |       | On January 26,  2005, Cabot was notified that there was visible mold growth on lower portions  of the interior perimeter walls of 12111 Best Place. This mold resulted from  high humidity levels within the building due to the tenant’s operations and  from heavy snowfall, which acted as a layer of insulation on the roof. To  date, Affiliated FM, Cabot’s insurance carrier, has viewed this as a Landlord  expense, which could cost up to $60,000. Later if Affiliated FM recognizes  this mold remediation claim, our liability will be the deductible only of  $25,000. This project should be completed by mid-July. |       | $          | 60,000        | ** ** |

 

----

 
| 2270 Spring Lake  Road |   | TX     |   | Trip and fall  claim - deductible                                                                                                                                                                                            |   | $      | 25,000 |   |
|------------------------|--------|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|--------|--------|
|                   |   |   |   |                                                                                                                                                                                                                         |   |   |   |
| 5300 W 123rd St        |   | IL     |   | On 6/10/05,  Labriola Baking damaged a section of asphalt on the exterior of the  building and a small section of concrete floor slab at the dock area  attempting to move equipment from Suite 5309 to 5307. |   | $      | 25,000 |   |

 

Rent payable under groundleases listed on Schedule 2.9(h)

 

----

 

**Schedule 2.7**

 

**(d) Damage or loss of property in excess of$50,000**

 
| ** **                | ** ** | ** ** | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | ** ** | **Total**  | ** ** |
|---------------------------|------------|------------|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|------------|------------|
| **Building address**      | ** ** | **State**  | ** ** | **Damage or  loss**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | ** ** | **Damage** | ** ** |
|                      |       |       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |       |       |       |
| 200 Helen Street          |       | NJ         |       | Fire code  violations dated September 15, 2004 and October 1, 2004. Seller has  corrected these violations. The fire pump was tested and passed inspection.  Seller is waiting to receive the appropriate documentation. The violations  related to electrical wires will be inspected on June 16, 2005.                                                                                                                                                                                                                                                                                                                          |       | $          | 55,000     |   |
|                      |       |       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |       |       |       |
| 12111 Best Place          |       | OH         |       | On January 26,  2005, Cabot was notified that there was visible mold growth on lower portions  of the interior perimeter walls of 12111 Best Place. This mold resulted from  high humidity levels within the building due to the tenant’s operations and  from heavy snowfall, which acted as a layer of insulation on the roof. To  date, Affiliated FM, Cabot’s insurance carrier, has viewed this as a Landlord  expense, which could cost up to $60,000. Later if Affiliated FM recognizes  this mold remediation claim, our liability will be the deductible only of  $25,000. This project should be completed by mid-July. |       | $          | 60,000     |   |
|                      |       |       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |       |       |       |
| 1921-2015 Meridian  Drive |       | TX         |       | Roof damage -  received insurance proceeds and paid remaining costs of $172,172 on June 10,  2005. Repairs are complete                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |       | $          | 263,973    |   |

 

**(h) Material transfer, acquisition orencumberence of any real estate**

 
| **Mortgage Loan Application**               | ** ** | ** **          | ** ** | ** **       | ** ** | ** **         | ** ** |
|---------------------------------------------|------------|---------------------|------------|------------------|------------|--------------------|------------|
| **Lender**                                  | ** ** | **Execution  Date** | ** ** | **Loan  Amount** | ** ** | **Maturity  Date** | ** ** |
| Jackson National  Life Insurance Company    |       | 05/20/05            |       | $                | 62,740,000 |               | TBD        |   |
| Properties to be  secured:                  |       |                |       |             |       |               |       |
|                                        |       |                |       |             |       |               |       |
| 7340 McGinnis  Ferry Road                   |       |                |       | GA               |       |               |       |
| 296 Southfield  Parkway                     |       |                |       | GA               |       |               |       |
| 12301-12325  Laramie Ave                    |       |                |       | IL               |       |               |       |
| 8779 Greenwood  Place                       |       |                |       | MD               |       |               |       |
| 2301 Cottontail  Lane                       |       |                |       | NJ               |       |               |       |
| 4531 Industrial  Drive                      |       |                |       | OH               |       |               |       |
| 1450 Commodity  Blvd (Columbus Development) |       |                |       | OH               |       |               |       |
| 14934 Webb  Chapel Road                     |       |                |       | TX               |       |               |       |
| 3212 Belt Line  Road                        |       |                |       | TX               |       |               |       |
| 3210 Belt Line  Road                        |       |                |       | TX               |       |               |       |
| 3208 Belt Line  Road                        |       |                |       | TX               |       |               |       |
| 3214 Belt Line  Road                        |       |                |       | TX               |       |               |       |
|                                             |            |                     |            |                  |            |                    |            |  |

 

----

 
| 3216 Belt Line  Road  |   |   |   | TX |   |   |   |
|-----------------------|--------|--------|--------|----|--------|--------|--------|
| 3218 Belt Line  Road  |   |   |   | TX |   |   |   |
| 2270 Springlake  Road |   |   |   | TX |   |   |   |
| 2290 Springlake  Road |   |   |   | TX |   |   |   |
| 1313 Valwood  Parkway |   |   |   | TX |   |   |   |
| 1321 Valwood  Parkway |   |   |   | TX |   |   |   |
| 1775 Hurd Drive       |   |   |   | TX |   |   |   |
| 1515 Champion  Drive  |   |   |   | TX |   |   |   |
| 800 SW 27th  Street   |   |   |   | WA |   |   |   |

 

**Acquisition**

Pursuant to purchase and sale agreement dated January 13, 2005 byand between Hans G. Koch and Cabot Industrial Value Fund, L.P., CIVF I –WA1B01, LLC acquired the property known as 800 SW 27th Streetlocated in Renton, WA

 

**(k) Any termination or material modification of anySeller Space Lease or material contract**

 
| **Building address**   | ** ** | **State** | ** ** | **Terminated or material modification**                                                                                                                   |
|------------------------|------------|-----------|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------|
|                   |       |      |       |                                                                                                                                                      |
| 6279 E. Slauson Avenue |       | CA        |       | To Give Life termination of suite 107, 1,251 sf  effective May 31, 2005                                                                              |
|                   |       |      |       |                                                                                                                                                      |
| 6279 E. Slauson Avenue |       | CA        |       | Bazaar des Senteurs, Inc. termination of suite  102, 1,236 sf effective March 31, 2005                                                          |
|                   |       |      |       |                                                                                                                                                      |
| 4800 Olympic Blvd      |       | KY        |       | Mori Seiki termination as of May 31, 2005 with  penalty of two months rent - for purposes of expanding GSA 7,200 sf effective  August 11, 2005. |
|                   |       |      |       |                                                                                                                                                      |
| 4400 Olympic Blvd      |       | KY        |       | DHL terminated on 36,297 sf as of May 31, 2005  but remains month-to-month on 9,252 sf                                                               |
|                   |       |      |       |                                                                                                                                                      |
| 5300 West 123rd        |       | IL        |       | Labriola termination of 3,600 sf as of June 1,  2005 in conjunction with 5,400 sf expansion and 43,200 sf extension to  10/31/08                     |
|                   |       |      |       |                                                                                                                                                      |
| 3216 Belt Line Road    |       | TX        |       | JustInTime termination of 7,268 sf effective April 30,  2005.                                                                                        |
|                   |       |      |       |                                                                                                                                                      |
| 1132 Valwood Parkway   |       | TX        |       | Universal Display termination of 54,560 sf, pursuant  to lease, effective July 31, 2005                                                              |

 

----

 

**Schedule 2.8**

 

**Litigation**

 

200 Helen Street, NJ

 

The 200 Helen StreetLitigation involves a $3,000,000 fixed rent escrow and a $200,000 improvementescrow.  These escrows were establishedon November 18, 2004 when CIVF-I NJ1B01, LLC (“NJ1B01, LLC”) purchased a792,595 square foot industrial property in South Plainfield, New Jersey from200 Helen Street, LLC (“Helen Street LLC”).

 

Subsequent to thisacquisition, Odd Job Acquisition (“Odd Job”), a tenant leasing approximately80% of the premises, failed to pay December 2004 and January 2005rent.  As a result, “NJ1B01, LLC” sentOdd Job a default letter on January 6, 2005.  On January 12, 2005, the tenant filedbankruptcy.  Since the bankruptcy filing,“NJ1B01, LLC” drew three months of the rent escrow totaling $619,931.28 leavinga balance of $2,380,068. “NJ1B01, LLC” also prevented “Helen Street LLC” fromdrawing the $200,000 improvement escrow because the work was not completed.

 

In March, “Helen StreetLLC” filed a lawsuit in Massachusetts. “Helen Street LLC” claimed that “NJ1B01,LLC” did not make an effort to collect the post petition rent from thebankruptcy court, and instead, NJ1B01, LLC drew the fixed rent from the rentescrow causing irreparable harm.  Afterlearning of this lawsuit, Odd Job rejected the lease on April 8, 2005,which rejection became effective April 22, 2005.

 

With the rejection of thelease, Helen Street LLC now claims that there is no lease so the escrow shouldbe returned to Helen Street LLC. “NJ1B01, LLC” believes that the funds shouldbe returned to the landlord to cover rent that will not be received from OddJob.

 

The foregoing descriptionis intended only as a summary and is qualified by reference to the pleadingspreviously provided by Cabot Industrial Value Fund, Inc. to DividendCapital Trust Inc.

 

----

 

**Schedule 2.9(a)**

 
| ** ** | **Building address**      | ** ** | **Status of  Development**                                                                                                                                                   |
|------------|---------------------------|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|       |                      |       |                                                                                                                                                                         |
| 1          | 7401 Coca Cola  Drive     |       | Approximately  75% complete on the shell. The tenant improvement allowance is fixed and the  tenant is still working through how they plan to spend the allowance.           |
|       |                      |       |                                                                                                                                                                         |
| 2          | 1450 Commodity  Boulevard |       | The building  shell is substantially complete and approximately 33% of the tenant  improvement work has been completed for the 320,000 square foot lease to Exel  Logistics. |

 

----

 

**Schedule 2.9(c)**

 
| **Building Address** | ** ** | **State** | ** ** | ** **                                                                                                                                                                                                                                                                                                                                |
|----------------------|------------|-----------|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                 |       |      |       |                                                                                                                                                                                                                                                                                                                                      |
| 200 Helen Street     |       | NJ        |       | Fire code  violations dated September 15, 2004 and October 1, 2004 have been  addressed by Seller. The fire pump was tested and passed inspection on June 14,  2005. The Seller is waiting to receive the appropriate documentation. The  violations related to electrical wires will be inspected on June 16,  2005. |

 

----

 

**Schedule 2.9(d)**

 
| **Building address**                  | ** ** | **State** | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                         |
|---------------------------------------|------------|-----------|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                  |       |      |       |                                                                                                                                                                                                                                                                                                                                                                                                                               |
| Slauson  Properties                   |       | CA        |       | Two Rail  Agreements with the Los Angeles Junction Railway have not yet been assigned  from the prior owner of the property Hager Pacific and Liberty West to the  Fund. An assignment agreement was negotiated after the property acquisition  but was never finalized. The agreement currently resides with the internal  counsel at BNSF. Seller shall use its reasonable best efforts to effect an  assignment before closing. |
|                                  |       |      |       |                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 7340 McGinnis  Ferry Road             |       | GA        |       | Widening of  McGinnis Ferry Road - right of way – Can, Lawson Contrell &  Associates, Inc. has notified the owner of 7340 McGinnis Ferry Road that  they will be appraising a parcel of land that Forsyth County and Fulton  County have identified as part of the McGinnis Ferry Road Improvement  Project.                                                                                                    |
|                                  |       |      |       |                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 7107 &  7115 Industrial Road |       | KY        |       | Boone County is  the Governing authority responsible for the “Road Widening Project” along  Industrial Road. Seller has granted “Right of Entry” for project completion.  Seller requested compensation for 15 feet or .003 acre, which is affected.  Currently, Boone County is appraising in order to respond to Seller’s  request.                                                                     |
|                                  |       |      |       |                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 1775 Hurd Drive                       |       | TX        |       | The prior owner  of the property was granted an Innocent Owner/Operator Program Certificate  from the Texas Natural Resource Conservation Commission (TCEQ) relating to  soil and ground water contamination from an off-site source. Seller has  submitted the application in order to achieve the same IOP Certificate as the  prior owner. The certificate should be issued in the next 30 days.                                |

 

----

 

**Schedule 2.9(e)**

 
| **Seller Space Lease Defaults** | ** ** | ** ** | ** ** | ** **                           | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | ** ** | **Outstanding** | ** ** |
|---------------------------------|------------|------------|------------|--------------------------------------|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|-----------------|------------|
| **Building address**            | ** ** | **State**  | ** ** | **Teanant**                          | ** ** | **Comments**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | ** ** | **Receivable**  | ** ** |
|                            |       |       |       |                                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |       |            |       |
| 200 Helen Street                |       | NJ         |       | Odd Jobs  Acquisition Corp           |       | Tenant is in  bankruptcy and has rejected the lease on 4/22/05. Outstanding receivable  represent outstanding receivables prior to rejection.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |       | $               | 477,102    |   |
|                            |       |       |       | Pathmark Stores, Inc.           |       | Tenant is  working with property manager to understand additional rent.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |       | $               | 24,190     |   |
|                            |       |       |       | Prevost Car, Inc.               |       | Tenant is  working with property manager to understand additional rent .                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |       | $               | 54,461     |   |
| 6289 E. Slauson Avenue          |       | CA         |       | File Keepers,  LLC                   |       | Prior to Seller’s  ownership, tenants were billed an estimate of operating expenses (including  estimated electrical usage for MGA), but were not provided a reconciliation  of estimates to actual. Therefore, the collection of 2004 operating expenses  has been a prolonged process of educating the three NNN tenants on operating  expense pass through provisions of the lease. Of the outstanding balance,  $84,900 relates to Insurance, Taxes and a CPI rent increase that the tenant  no longer disputes. Seller expects payments by June 30. The balance  pertains to CAM expenses that the tenant continues to dispute based upon  their read of the lease language. Property management continues to work  through all of the documentation and lease language. |       | $               | 133,373    |   |
| 6277-6285 E. Slauson Avenue     |       | CA         |       | File Keepers,  LLC                   |       | See above                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |       | $               | 9,573      |   |
|                            |       |       |       | Lion Chemical  Industries, Inc. |       | Of the  outstanding balance, $34,000 pertains to operating expenses that the tenant  is questioning, as they have no history of paying additional rent for “common  area” operating expenses other than taxes and insurance. The balance is base  rent, which is due on the 15th of the month, and only slightly  delinquent.                                                                                                                                                                                                                                                                                                                                                                                                                                                 |       | $               | 61,872     |   |
|                            |       |       |       | MGA  Entertainment, Inc.        |       | The electrical  meter for MGA was in the name of the previous owner and assigned to Cabot at  closing. A large portion of the outstanding balance ($153,483) represents  electricity usage in 2004 and 2005. MGA required verification, but has since  acknowledged responsibility for the cost. Cabot expects payment by June 30.  MGA continues to dispute liability for management fees and ground lease and  rail spur expenses. Property Management continues to work through all of the  documentation and lease language.                                                                                                                                                                                                                                                   |       | $               | 167,394    |   |

 

----

 

**TenantImprovements and leasing commissions for Seller Space Leases and/or applicabletenant has not accepted its space**

 
| **Building  address**    | ** ** | **State** | ** ** | **Tenant**               | ** ** | **Square  Feet** | ** ** | **Total  Leasing  Commission** | ** ** | **Tenant  Improvement Cost  Required** | ** ** | **Capital  Improvements  Required** | ** ** | **Total** | ** ** | **Accepted  Space  Y/N** | ** ** |
|--------------------------|------------|-----------|------------|--------------------------|------------|------------------|------------|--------------------------------|------------|----------------------------------------|------------|-------------------------------------|------------|-----------|------------|--------------------------|------------|
|                     |       |      |       |                     |       |             |       |                           |       |                                   |       |                                |       |      |       |                     |       |
| 200 Helen Street         |       | NJ        |       | Prevost                  |       | 60,000           |       | 121,296                        |       | —                                 |       | —                              |       | 121,296   |       | Y                        |       |
| 22620 64th Ave. South    |       | WA        |       | Shaw Industries          |       | 192,247          |       | —                         |       | 65,917                                 |       | —                              |       | 65,917    |       | Y                        |       |
| 8300 Esters Blvd         |       | TX        |       | Apria (Early  Renewal)   |       | 19,984           |       | 80,058                         |       | 20,000                                 |       | —                              |       | 100,058   |       | Y                        |       |
| 1313 Valwood Pkwy,       |       | TX        |       | Heat &  Control |       | 3,000            |       | 1,447                          |       | 14,779                                 |       | —                              |       | 16,226    |       | Y                        |       |
| 1321 Valwood Pkwy,       |       | TX        |       | Cantex Healthcare        |       | 2,688            |       | 3,634                          |       | 5,376                                  |       | —                              |       | 9,010     |       | Y                        |       |
| 5300 123rd Place         |       | IL        |       | Labriola Bakery          |       | 10,800           |       | 9,755                          |       | 35,000                                 |       | —                              |       | 44,755    |       | Y                        |       |
| Regency Center           |       | GA        |       | Cabinet Works            |       | 3,285            |       | 4,614                          |       | 9,730                                  |       | —                              |       | 14,344    |       | Y                        |       |
| 14934 Webb Chapel Road   |       | TX        |       | Earnest R. Burke         |       | 1,498            |       | 775                            |       | —                                 |       | —                              |       | 775       |       | Y                        |       |
| Regency Center           |       | TX        |       | KCI Therapeutic          |       | 20,957           |       | 46,734                         |       | 24,938                                 |       | —                              |       | 71,672    |       | Y                        |       |
| 2270 Springlake Dr       |       | TX        |       | Nouveau  Technology      |       | 5,547            |       | 3,655                          |       | 5,824                                  |       | —                              |       | 9,479     |       | Y                        |       |
| 7130 New Buffington Road |       | KY        |       | Apex Technologies        |       | 21,000           |       | 2,835                          |       | —                                 |       | —                              |       | 2,835     |       | Y                        |       |
|                     |       |      |       |                     |       |             |       |                           |       |                                   |       |                                |       |      |       |                     |       |
|                     |       |      |       |                     |       | 341,006          |       | 274,803                        |       | 181,564                                |       | —                              |       | 456,367   |       |                     |       |

 

**TenantImprovements and leasing commissions for Leases on Exhibit C of LOI and/orapplicable tenant has not accepted its space**

 
| **Building  address** | ** ** | **State** | ** ** | **Tenant**                       | ** ** | **Square  Feet** | ** ** | **Total  Leasing  Commission** | ** ** | **Tenant  Improvement  Cost  Required** | ** ** | **Capital  Improvements  Required** | ** ** | **Total**  | ** ** | **Accepted  Space  Y/N** | ** ** |
|-----------------------|------------|-----------|------------|----------------------------------|------------|------------------|------------|--------------------------------|------------|-----------------------------------------|------------|-------------------------------------|------------|------------|------------|--------------------------|------------|
|                  |       |      |       |                             |       |             |       |                           |       |                                    |       |                                |       |       |       |                     |       |
| Regency Center        |       | GA        |       | Importers                        |       | 2,606            |       | 1,485                          |       | —                                  |       | —                              |       | 1,485      |       | Y                        |       |
| 170 Penny Road        |       | GA        |       | Number One Parts  Inc.           |       | 15,120           |       | 4,865                          |       | —                                  |       | —                              |       | 4,865      |       | Y                        |       |
| 5300 123rd Place      |       | IL        |       | Labriola Bakery                  |       | 5,400            |       | 5,261                          |       | 7,500                                   |       | —                              |       | 12,761     |       | N                        |       |
| 730-770 S Wolf Road   |       | IL        |       | Fashion Express, Inc.       |       | 72,613           |       | 118,306                        |       | 654,834                                 |       | —                              |       | 773,140    |       | N                        |       |
| 275 Wildwood Avenue   |       | MA        |       | Anixter, Inc.               |       | 78,750           |       | 130,589                        |       | 405,000                                 |       | 676,125                             |       | 1,211,714  |       | N                        |       |
| Coca Cola Drive       |       | MD        |       | Verizon                          |       | 139,424          |       | 1,500,389                      |       | 7,807,744                               |       | —                              |       | 9,308,133  |       | N                        |       |
| 1450 Commodity Blvd.  |       | OH        |       | Exel, Inc.                  |       | 320,000          |       | 242,688                        |       | 1,600,000                               |       | —                              |       | 1,842,688  |       | N                        |       |
| 1225 N 28th Street    |       | TX        |       | Avail Medical                    |       | 100,000          |       | 225,112                        |       | 600,000                                 |       | —                              |       | 825,112    |       | N                        |       |
| 13737 N Stemmons Fwy  |       | TX        |       | Dymatize  Enterprises, Inc. |       | 113,344          |       | 170,866                        |       | 125,000                                 |       | 50,000                              |       | 345,866    |       | N                        |       |
| 2270 Springlake Dr    |       | TX        |       | Nouveau  Technology              |       | 6,048            |       | 13,130                         |       | 18,144                                  |       | —                              |       | 31,274     |       | Y                        |       |
| 3208 Beltline Road    |       | TX        |       | Ra-Hel                           |       | 1,640            |       | 3,025                          |       | 4,000                                   |       | —                              |       | 7,025      |       | Y                        |       |
| 6419 S. 228th Street  |       | WA        |       | Patterson Dental                 |       | 83,503           |       | 139,619                        |       | 60,000                                  |       | —                              |       | 199,619    |       | Y                        |       |
|                  |       |      |       |                             |       |             |       |                           |       |                                    |       |                                |       |       |       |                     |       |
|                  |       |      |       |                             |       | 938,448          |       | 2,555,335                      |       | 11,282,222                              |       | 726,125                             |       | 14,563,682 |       |                     |       |

 

----

 

**TenantImprovements and leasing commissions for leases NOT on Exhibit C of LOIand executed after 4/29/05 rent roll and/or applicable tenant has not acceptedits space**

 
| **Building  address** | ** ** | **State** | ** ** | **Tenant**                   | ** ** | **Square  Feet** | ** ** | **Total  Leasing  Commission** | ** ** | **Tenant  Improvement  Cost  Required** | ** ** | **Capital  Improvements  Required** | ** ** | **Total** | ** ** | **Accepted  Space  Y/N** | ** ** |
|-----------------------|------------|-----------|------------|------------------------------|------------|------------------|------------|--------------------------------|------------|-----------------------------------------|------------|-------------------------------------|------------|-----------|------------|--------------------------|------------|
|                  |       |      |       |                         |       |             |       |                           |       |                                    |       |                                |       |      |       |                     |       |
| Regency Center        |       | GA        |       | Hydraulic Supply             |       | 6,276            |       | 17,886                         |       |                                    |       |                                |       | 17,886    |       | Y                        |       |
| 4800 Olympic Blvd.    |       | KY        |       | GSA                          |       | 7,200            |       | 21,552                         |       | 180,363                                 |       | —                              |       | 201,915   |       | N                        |       |
| 7107 Industrial Road  |       | KY        |       | L’Oreal                 |       | 62,600           |       | 25,791                         |       | —                                  |       | —                              |       | 25,791    |       | Y                        |       |
| 730-770 S Wolf Road   |       | IL        |       | Bowe Bell Howell             |       | 58,241           |       | 116,681                        |       | 135,000                                 |       | 550,000                             |       | 801,681   |       | N                        |       |
| 5300 123rd Place      |       | IL        |       | Labriola Bakery  (4mo Exten) |       | 43,200           |       | 3,288                          |       |                                    |       |                                |       | 3,288     |       | Y                        |       |
| 1321 Valwood Pkwy,    |       | TX        |       | Newteq  Enterprises          |       | 3,015            |       | 3,712                          |       | 11,000                                  |       |                                |       | 14,712    |       | Y                        |       |
|                  |       |      |       |                         |       |             |       |                           |       |                                    |       |                                |       |      |       |                     |       |
|                  |       |      |       |                         |       | 180,532          |       | 188,910                        |       | 326,363                                 |       | 550,000                             |       | 1,065,273 |       |                     |       |

 

See Schedule 2.15(i) forcontracts in excess of $50,000

 

**Tenantswho have paid rent more than 30 days in advance**

NONE

 

----

 

**Schedule 2.9(g)**

 
| ** ** | **Property**                      | ** ** | **Service Contracts**                                                                               | ** ** | **Term**          |
|------------|-----------------------------------|------------|-----------------------------------------------------------------------------------------------------|------------|-------------------|
|       |                              |       |                                                                                                |       |              |
| 1          | 3250 West Story  Road, Irving TX  |       | ADT - Alarm  monitoring                                                                             |       | 10/28/03-10/27/08 |
|       |                              |       | (May cancel  after initial term - with 30 days notice)                                         |       |              |
|       |                              |       |                                                                                                |       |              |
| 2          | 1450 Commodity  Blvd, Columbus OH |       | Ohio Protection  Inc - Alarm monitoring  (May cancel after initial term - with 60 days notice) |       | 02/04/05-02/03/08 |
|       |                              |       |                                                                                                |       |              |
| 3          | 8779 Greenwood  Place, Savage, MD |       | East Coast Fire  Protection - Alarm monitoring                                                      |       | 05/02/05-05/01/06 |
|       |                              |       | (May cancel  after initial term - with 30 days notice)                                         |       |              |

 

----

 

**Schedule 2.9(h)**

 
|   |       | **DFW  Airport Board Ground Leases at 1100 Royal Lane, Irving, TX**              |   |                                                      |   |                                                             |
|--------|------------|----------------------------------------------------------------------------------|--------|-----------------------------------------------------------|--------|------------------------------------------------------------------|
| 1      |       | 3.8302 acres                                                                     |   |                                                      |   |                                                             |   |   |
|   |       | Amended and  Restated Agreement of Lease                                         |   | DFW Airport  Board                                        |   | Airport Trading  Company                                         |   | 8/7/79 |
|   |       | Supplemental  Agreement                                                          |   | DFW                                                       |   | Airport Trading                                                  |   | 11/5/85 |
|   |       | Supplemental  Agreement – (Splitting the Original Parcel in 2)              |   | DFW                                                       |   | Airport Trading                                                  |   | 10/7/86 |
|   |       | Assignment &  Conveyance                                                |   | Airport Trading                                           |   | Crow Dillard  Partners                                           |   | 11/4/86 |
|   |       | Assignment and  Assumption of Lease                                              |   | Crow Dillard                                              |   | Premprop-1100  Royal Lane Partnership                            |   | 11/22/89 |
|   |       | Assignment and  Assumption of Lessee’s Interest in Ground Lease             |   | Premprop-1100  Royal                                      |   | Petroleum, Inc.                                             |   | 6/7/94 |
|   |       | Assignment of  Ground Lease                                                      |   | Petroleum                                                 |   | CIVF I –TX1B01 &  B02, M02-M05, W04, W07-W10, L.P. |   | 7/23/04 |
|   |       |                                                                             |   |                                                      |   |                                                             |   |   |
| 2      |       | 2.0544 acres                                                                     |   |                                                      |   |                                                             |   |   |
|   |       | Agreement of  Lease– (Splitting the Original Parcel in 2)                   |   | DFW                                                       |   | Airport Trading                                                  |   | 10/7/86 |
|   |       | Assignment &  Conveyance                                                |   | Airport Trading                                           |   | Crow Dillard  Partners                                           |   | 11/4/86 |
|   |       | Sublease  Agreement                                                              |   | Airport Trading                                           |   | Federal Express                                                  |   | 8/23/93 |
|   |       | Amendment No. 1  (to Sublease)                                              |   | Crow-Dillard  Partners                                    |   | Federal Express                                                  |   | Undated |
|   |       | Amendment No. 2  (to Sublease)                                              |   | Crow-Dillard  Partners                                    |   | Federal Express                                                  |   | 9/   /02 |
|   |       | Assignment of  Ground Lease                                                      |   | Crow-Dillard  Partners                                    |   | CIVF I –TX1B01 &  B02, M02-M05, W04, W07-W10, L.P. |   | 8/10/04 |
|   |       |                                                                             |   |                                                      |   |                                                             |   |   |
| 3      | ** ** | **DFW  Airport Board Ground Lease at 2700 Esters and 1225 N. 28th,  Irving, TX** |   |                                                      |   |                                                             |
|   |       | Lease Agreement                                                                  |   | DFW Airport  Board                                        |   | DFW-FTZ Crow 4 &  5 Development, Inc.              |   | 3/5/99 |
|   |       | Lease Amendment                                                                  |   | DFW Airport  Board                                        |   | DFW-FTZ Crow 4 &  5 Development, Inc.              |   | 12/23/99 |
|   |       | Assignment and  Assumption of Leasehold Interest                                 |   | DFW-FTZ Crow 4 &  5 Development, Inc.       |   | DFW-FTZ 4 &  5, Inc                                     |   | 12/31/99 |
|   |       | Second Amendment  to Lease Agreement                                             |   | DFW                                                       |   | DFW-FTZ 4 &  5, Inc                                     |   | 6/19/00 |
|   |       | Third Lease  Amendment                                                           |   | DFW                                                       |   | DFW-FTZ 4 &  5, Inc                                     |   | 9/13/00 |
|   |       | Assignment and  Assumption of Ground Lease                                       |   | DFW-FTZ 4 &  5, Inc                              |   | New York Life  Insurance Company                                 |   | 5/17/01 |
|   |       | Assignment and  Assumption of Ground Lease                                       |   | New York Life  Insurance Company                          |   | CIVF I –TX1B01 &  B02, M02-M05, W04, W07-W10, L.P. |   | 10/1/04 |
|   |       |                                                                             |   |                                                      |   |                                                             |   |   |
| 4      | ** ** | **Ground  lease for 770 South Wolf Road, Wheeling, IL**                          |   |                                                      |   |                                                             |   |   |
|   |       | Ground Lease  Agreement                                                          |   | City of Prospect  Heights, IL and Village of Wheeling, IL |   | ACCO Brands, Inc.                                           |   | 8/1/94 |
|   |       | Assignment and  Assumption Agreement                                             |   | ACCO Brands, Inc.                                    |   | Cabot Industrial  Value Fund, L.P.                               |   |   |
|   |       |                                                                             |   |                                                      |   |                                                             |   |   |
| 5      | ** ** | **License  Agreement for Slauson Ave, Commerce, CA**                             |   |                                                      |   |                                                             |   |   |
|   |       | License  Agreement                                                               |   | Southern  California Edison Company                       |   | CIVF I – CA1M02 &  CA1M03, LLC                     |   | 12/18/03 |

 

----

 
| 6      | ** ** | **License  Agreement (#JM-6206) for Slauson Ave, Commerce, CA** |   |                                                                                |   |                                            |
|--------|------------|-----------------------------------------------------------------|--------|-------------------------------------------------------------------------------------|--------|-------------------------------------------------|
|   |       | License  Agreement                                              |   | Los Angeles  Junction Railway Company and Central Manufacturing District, Inc. |   | Slauson  Warehouse Corporation                  |   | 11/15/62 |
|   |       | Supplement #1                                                   |   |                                                                                |   |                                            |   | 01/28/63 |
|   |       | Supplement #2                                                   |   |                                                                                |   |                                            |   | 08/21/67 |
|   |       | Supplement #3                                                   |   |                                                                                |   |                                            |   | 10/08/73 |
|   |       | Supplement #4                                                   |   |                                                                                |   |                                            |   | 02/02/76 |
|   |       | Supplement #5                                                   |   |                                                                                |   |                                            |   | 07/16/80 |
|   |       | Supplement #6                                                   |   |                                                                                |   |                                            |   | 07/11/89 |
|   |       | Supplement #7                                                   |   |                                                                                |   |                                            |   | 01/15/98 |
|   |       | Supplement #8                                                   |   |                                                                                |   |                                            |   | 05/17/01 |
|   |       | Assignment  Contract                                            |   | Los Angeles  Junction Railway Company, Slauson Warehouse Corporation                |   | Daetwyler  Enterprises                          |   | 05/02/74 |
|   |       | Assignment  Contract                                            |   | Los Angeles  Junction Railway Company, Daetwyler Enterprises                        |   | Liberty West,  Inc and Pacific Prime Properties |   | 05/17/01 |
|   |       |                                                            |   |                                                                                |   |                                            |   |   |
| 7      | ** ** | **Track  Lease (#LAJ-216) for Slauson Ave, Commerce, CA**       |   |                                                                                |   |                                            |
|   |       | Track Lease                                                     |   | Los Angeles  Junction Railway Company                                               |   | Daetwyler  Enterprises                          |   | 09/15/75 |
|   |       | Supplement #1                                                   |   |                                                                                |   |                                            |   | 09/15/80 |
|   |       | Supplement #2                                                   |   |                                                                                |   |                                            |   | 01/09/89 |
|   |       | Assignment  Contract                                            |   | Los Angeles  Junction Railway Company, Daetwyler Enterprises                        |   | Liberty West,  Inc and Pacific Prime Properties |   | 05/17/01 |

 

----

 

**Schedule 2.10**

 

NONE

 

----

 

**Schedule 2.15(b)**

 

**Indebtedness Documents**

 

$250,000,000Credit Agreement - JPMorgan Chase Bank as Administrative Agent

 

**Mortgage loan documents to $248,529,750 in loans with**

 
| **Lender**                                                                                                             | ** ** | **Execution  Date** | ** ** | **Loan  Amount** | ** ** | **Maturity  Date** |
|------------------------------------------------------------------------------------------------------------------------|------------|---------------------|------------|------------------|------------|--------------------|
| Nationwide Life  Insurance Company                                                                                     |       | 12/23/03            |       | $                | 57,894,000 |               | 01/11/11 |
| Principal pay down of $400,000 at time of 2800  Peterson Place sale – current outstanding loan amount $57,494,000 |       |                |       |             |       |               |
|                                                                                                                   |       |                |       |             |       |               |
| Nationwide Life  Insurance Company                                                                                     |       | 03/17/04            |       | $                | 50,150,000 |               | 04/01/11 |
|                                                                                                                   |       |                |       |             |       |               |
| New York Life  Insurance Company                                                                                       |       | 09/30/04            |       | $                | 75,785,750 |               | 10/10/11 |
|                                                                                                                   |       |                |       |             |       |               |
| Jackson National  Life Insurance Company                                                                               |       | 02/03/04            |       | $                | 65,100,000 |               | 03/01/12 |
|                                                                                                                   |       |                |       |             |       |               |
| **Mortgage  Loan Application**                                                                                         |       |                |       |             |       |               |
| Jackson National  Life Insurance Company                                                                               |       | 05/20/05            |       | $                | 62,740,000 |               | TBD |
| Properties to be  secured:                                                                                             |       |                |       |             |       |               |
|                                                                                                                   |       |                |       |             |       |               |
| 7340 McGinnis  Ferry Road                                                                                              |       |                |       | GA               |       |               |
| 296 Southfield  Parkway                                                                                                |       |                |       | GA               |       |               |
| 12301-12325  Laramie Ave                                                                                               |       |                |       | IL               |       |               |
| 8779 Greenwood  Place                                                                                                  |       |                |       | MD               |       |               |
| 2301 Cottontail  Lane                                                                                                  |       |                |       | NJ               |       |               |
| 4531 Industrial  Drive                                                                                                 |       |                |       | OH               |       |               |
| 1450 Commodity  Blvd (Columbus Development)                                                                            |       |                |       | OH               |       |               |
| 14934 Webb  Chapel Road                                                                                                |       |                |       | TX               |       |               |
| 3212 Belt Line  Road                                                                                                   |       |                |       | TX               |       |               |
| 3210 Belt Line  Road                                                                                                   |       |                |       | TX               |       |               |
| 3208 Belt Line  Road                                                                                                   |       |                |       | TX               |       |               |
| 3214 Belt Line  Road                                                                                                   |       |                |       | TX               |       |               |
| 3216 Belt Line  Road                                                                                                   |       |                |       | TX               |       |               |
| 3218 Belt Line  Road                                                                                                   |       |                |       | TX               |       |               |
| 2270 Springlake  Road                                                                                                  |       |                |       | TX               |       |               |
| 2290 Springlake  Road                                                                                                  |       |                |       | TX               |       |               |
| 1313 Valwood  Parkway                                                                                                  |       |                |       | TX               |       |               |
| 1321 Valwood  Parkway                                                                                                  |       |                |       | TX               |       |               |
| 1775 Hurd Drive                                                                                                        |       |                |       | TX               |       |               |
| 1515 Champion  Drive                                                                                                   |       |                |       | TX               |       |               |
| 800 SW 27th  Street                                                                                                    |       |                |       | WA               |       |               |

 

----

 

**Schedule 2.15(c)**

 

NONE

 

----

 

**Schedule 2.15(d)**

 
| **Property Management Agreements**                                    | ** ** | ** **                                    | ** ** | ** ** |
|-----------------------------------------------------------------------|------------|-----------------------------------------------|------------|------------|
| **Entity**                                                            | ** ** | **Property Management Company**               | ** ** | **Dated**  |
|                                                                  |       |                                          |       |       |
| CIVF I –  CA1M01& CA1W01, LLC                                |       | John Burnham  Real Estate Services, Inc. |       | 06/24/03   |
| CIVF I – CA1M02 &  CA1M03, LLC                          |       | John Burnham  Real Estate Services, Inc. |       | 01/06/04   |
| CIVF I – CA1M04,  LLC                                            |       | John Burnham  Real Estate Services, Inc. |       | 06/14/04   |
| CIVF I – CA1M05,  LLC                                            |       | John Burnham  Real Estate Services, Inc. |       | 05/14/04   |
| CIVF I – FL2W01,  LLC                                            |       | Hold-Thyssen, Inc.                       |       | 07/01/04   |
| CIVF I – GA1M01,  LLC                                            |       | Seefried  Industrial Properties, Inc.    |       | 07/10/03   |
| CIVF I – GA1M02,  GA1M03 & GA1W08-GA1W10, LLC           |       | Seefried  Industrial Properties, Inc.    |       | 07/10/03   |
| CIVF I – GA1M04 &  GA1M05, LLC                          |       | Seefried  Industrial Properties, Inc.    |       | 04/21/04   |
| CIVF I – GA1W01,  LLC                                            |       | Seefried  Industrial Properties, Inc.    |       | 05/01/03   |
| CIVF I – GA1W02-GA1W07,  LLC                                     |       | Seefried  Industrial Properties, Inc.    |       | 07/10/03   |
| CIVF I – GA1W13,  GA1W12 & GA1W11, LLC                  |       | Seefried  Industrial Properties, Inc.    |       | 09/02/03   |
| CIVF I – GA1W14,  LLC                                            |       | Seefried  Industrial Properties, Inc.    |       | 09/02/04   |
| CIVF I – GA1W15-W23,  LLC                                        |       | Seefried Industrial  Properties, Inc.    |       | 12/28/04   |
| CIVF I – GA1W24,  LLC                                            |       | TPA Realty  Services, LLC                     |       | 01/06/05   |
| CIVF I – GA1W25,  LLC                                            |       | Seefried  Industrial Properties, Inc.    |       | 02/08/05   |
| CIVF I – IL1B01 &  IL1M01, LLC *                        |       | Cabot  Properties, L.P.                       |       | 12/16/03   |
| CIVF I – IL1M02,  LLC *                                          |       | Cabot  Properties, L.P.                       |       | 06/14/04   |
| CIVF I – IL1M03,  LLC *                                          |       | Cabot  Properties, L.P.                       |       | 02/01/05   |
| CIVF I – IL1W01,  LLC *                                          |       | Cabot  Properties, L.P.                       |       | 02/05/03   |
| CIVF I – IL1W02,  LLC *                                          |       | Cabot  Properties, L.P.                       |       | 03/30/04   |
| CIVF I – KY1B01 &  KYB02, LLC                           |       | Ricore  Investment Management, Inc.      |       | 12/16/03   |
| CIVF I – KY1M01-KY1M06 &  KY1W01, LLC                   |       | Ricore  Investment Management, Inc.      |       | 12/16/03   |
| CIVF I – MA1M01,  LLC **                                         |       | Cabot  Properties, L.P.                       |       | 08/12/04   |
| CIVF I – MD1M01,  LLC                                            |       | LPC Commercial  Services, Inc.           |       | 03/01/04   |
| CIVF I – MD1M02 &  MD1M03, LLC                          |       | NONE                                          |       |       |
| CIVF I – MD1M04,  LLC                                            |       | LPC Commercial  Services, Inc.           |       | 12/16/04   |
| CIVF I – NC1B01,  LLC                                            |       | Seefried  Industrial Properties, Inc.    |       | 02/19/04   |
| CIVF I – NC1M01,  LLC                                            |       | Seefried  Industrial Properties, Inc.    |       | 10/10/03   |
| CIVF I – NC1M02,  LLC                                            |       | Seefried  Industrial Properties, Inc.    |       | 11/14/03   |
| CIVF I – NJ1B01,  LLC                                            |       | LPC Commercial  Services, Inc.           |       | 11/18/04   |
| CIVF I – NJ1B02,  LLC                                            |       | LPC Commercial  Services, Inc.           |       | 10/29/04   |
| CIVF I – NJ1W01,  LLC                                            |       | LPC Commercial  Services, Inc.           |       | 07/09/04   |
| CIVF I – NJ1W02,  LLC                                            |       | LPC Commercial Services, Inc.            |       | 02/18/05   |
| CIVF I – OH1B01,  LLC                                            |       | Ricore  Investment Management, Inc.      |       | 07/24/03   |
| CIVF I – OH1B02,  LLC                                            |       | Ricore  Investment Management, Inc.      |       | 05/01/05   |
| CIVF I – OH1B03,  LLC                                            |       | Ricore  Investment Management, Inc.      |       | 12/15/04   |
| CIVF I – OH2B01 &  OH2M01, LLC                          |       | Ricore  Investment Management, Inc.      |       | 08/28/03   |
| CIVF I – TX1L03,  LP                                             |       | NONE                                          |       |       |
| CIVF I – TX1L04,  LP                                             |       | NONE                                          |       |       |
| CIVF I – TX1B01 &  B02, M02-M05, W04, W07-W10, L.P. *** |       | Cabot  Properties, L.P.                       |       | 07/08/04   |
| CIVF I – TX1M01,  LP ***                                         |       | Cabot  Properties, L.P.                       |       | 10/01/03   |
| CIVF I – TX1W02,  LP ***                                         |       | Cabot  Properties, L.P.                       |       | 12/30/03   |
| CIVF I – TX1W03,  LP ***                                         |       | Cabot  Properties, L.P.                       |       | 04/16/04   |
| CIVF I – TX1W05-W06,  L.P. ***                                   |       | Cabot  Properties, L.P.                       |       | 07/08/04   |

 

----

 
| **Property Management Agreements**          | ** ** | ** **                           | ** ** | ** ** |
|---------------------------------------------|------------|--------------------------------------|------------|------------|
| **Entity**                                  | ** ** | **Property Management Company**      | ** ** | **Dated**  |
| CIVF I – TX1W11-TX1W17,  LP            |       | TIG Real Estate  Services, Inc. |       | 12/22/04   |
| CIVF I – TX1W18 &  TX1W19, LP |       | Part of  previous agreement     |       |       |
| CIVF I – TX1W20 &  TX1W21, LP |       | Part of  previous agreement     |       |       |
| CIVF I – TX1W22,  LP ***               |       | Cabot  Properties, L.P.              |       | 02/08/05   |
| CIVF I – TX1W23,  LP ***               |       | Cabot  Properties, L.P.              |       | 01/05/05   |
| CIVF I – WA1B01,  LLC                  |       | Schnitzer  Northwest, LLC            |       | 04/20/05   |
| CIVF I – WA1M01-  WA1M04, LLC          |       | Schnitzer  Northwest, LLC            |       | 04/20/05   |
| CIVF I – WA1M05 &  M06, LLC   |       | Schnitzer  Northwest, LLC            |       | 10/01/04   |

 

----

| *   |   | Cabot  Properties, LP subcontracts the property management to: |   | Regal Asset  Management Inc.                 |   | 12/16/03 |
|-----|--------|----------------------------------------------------------------|--------|----------------------------------------------|--------|----------|
| **  |   | Cabot  Properties, LP subcontracts the property management to: |   | NAI Hunneman  Management & Dev. Co. |   | 08/12/04 |
| *** |   | Cabot  Properties, LP subcontracts the property management to: |   | Raleigh Blakely &  Associates, LLC  |   | 10/01/03 |

 

----

 

**Schedule 2.15(f)**

 
|   |   | **Material  agreements relating to the development of the Baltimore Property which are  currently in effect:**                                                               |
|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                         |
| 1      |   | Declaration of  Covenants, Conditions, and Restrictions between: Patapsco Valley Development  Corp. and CIVF I – MD1M02 & MD1M03, LLC dated June 14, 2004 |
|   |   |                                                                                                                                                                         |
| 2      |   | Development  Agreement – between CIVF I – MD1M02 & MD1M03, LLC and Seefried  Industrial Properties, Inc. dated June 15, 2004                    |
|   |   |                                                                                                                                                                         |
| 3      |   | Shell Construction  Contract – between CIVF I – MD1M02 & MD1M03, LLC and Conlan Company  dated September 8, 2004                                     |
|   |   |                                                                                                                                                                         |
| 4      |   | Lease Agreement –  between CIVF I – MD1M02 & MD1M03, LLC and Cellco Partnership d/b/a  Verizon Wireless dated April 4, 2005                          |
|   |   |                                                                                                                                                                         |
| 5      |   | TI Construction Contract  – between CIVF I – MD1M02 & MD1M03, LLC and Conlan Company – pending                                                       |
|   |   |                                                                                                                                                                         |
| 6      |   | Development Bond  – CIVF I – MD1M02 & MD1M03, LLC (SunTrust Bank) and Howard County  Maryland                                                             |
|   |   | $67,312.50 – for Department of Public Works                                                                                                                             |
|   |   | $134,625.00 for Water and Sewer Public Improvements                                                                                                                          |
|   |   | Total  $201,937.50                                                                                                                                                           |
|   |   |                                                                                                                                                                         |
|   |   | **Material  agreements relating to the development of the Columbus Development which are  currently in effect:**                                                             |
|   |   |                                                                                                                                                                         |
| 1      |   | Shell  Construction Contract between CIVF I-OH1B02, LLC and Fed One Dublin LLC dated  April 5, 2004.                                                                    |
|   |   |                                                                                                                                                                         |
| 2      |   | TI Construction  Contract between CIVF I-OH1B02, LLC and Fed One Dublin LLC dated May 18,  2005.                                                                        |
|   |   |                                                                                                                                                                         |
| 3      |   | Lease Agreement  between CIVF I-OH1B02, LLC and Exel Logistics dated May 11, 2005.                                                                                      |
|   |   |                                                                                                                                                                         |
| 4      |   | Exclusive  Leasing Agreement between Cabot Industrial Value Fund, L.P. and Ruscilli Real  Estate Services dated May 1, 2004.                                            |
|   |   |                                                                                                                                                                         |
| 5      |   | Development  Agreement between Cabot Properties, LP and Cabot Industrial Value Fund, L.P.  dated April 13, 2004.                                                        |

 

----

 

**Schedule 2.15(g)**

 
| **Building address**                                                                           | ** ** | **State** | ** ** | **Acquirer**                       | ** ** | **Seller**                                     | ** ** | **Date**  |
|------------------------------------------------------------------------------------------------|------------|-----------|------------|------------------------------------|------------|------------------------------------------------|------------|-----------|
| 6804-6930 South  212th Street                                                                  |       | WA        |       | Cabot Industrial  Value Fund, L.P. |       | Teacher Pet Too,  LLC                          |       | 8/27/2004 |
| Chicago  Portfolio (Gerry, Downs, Windsor, Thorndale, Swenson, Frontenac &  Kingston) |       | IL        |       | Cabot Industrial  Value Fund LP    |       | Teachers  Retirement System of the State of IL |       | 05/26/05  |
| 10609-10629  Forest Street, Santa Fe Srpings                                                   |       | CA        |       | Cabot Industrial  Value Fund LP    |       | YCI, Inc.                                 |       | 05/19/05  |
| 2719-2763  Interstate Street, Charlotte, NC                                                    |       | NC        |       | Cabot Industrial  Value Fund LP    |       | Charlotte  Industrial Capital LLC              |       | 05/24/05  |
| 4800 Hilton  Corporate Drive, Columbus,                                                        |       | OH        |       | Cabot Properties, Inc.        |       | Romick  Properties Limited Partnership         |       | 06/06/05  |

 

**Saleagreements**

 
| **Building address**                           | ** ** | **State** | ** ** | **Acquirer**       | ** ** | **Seller**                   | ** ** | **Date**  |
|------------------------------------------------|------------|-----------|------------|--------------------|------------|------------------------------|------------|-----------|
| 2800 Peterson  Place - Sold in March 2004 |       | GA        |       | Classic Look,  Inc |       | CIVF I - GA1W02-GA1W07,  LLC |       | 1/19/2004 |
|                                           |       |      |       |               |       |                         |       |      |
| 200 Helen Street                               |       | NJ        |       | Nakash Holdings    |       | CIVF I - NJ1B01,  LLC        |       | Pending   |

 

**Tenantpurchase options**

 
| **Building address**          | ** ** | **State** | ** ** | **Tenant**                       | ** ** | ** **                                                                     | ** ** | ** ** |
|-------------------------------|------------|-----------|------------|----------------------------------|------------|--------------------------------------------------------------------------------|------------|------------|
| 12301-12325  Laramie Avenue   |       | IL        |       | Plastipak  Packaging Inc.        |       | Right to purchase  building at FMV                                             |       |       |
|                          |       |      |       |                             |       |                                                                           |       |       |
| 47 Brunswick  Avenue          |       | NJ        |       | Etiene Aigner, Inc.         |       | Landlord to  offer tenant property first at mutually agreed upon price         |       |       |
|                          |       |      |       |                             |       |                                                                           |       |       |
| 13737 North  Stemmons Freeway |       | TX        |       | Dymatize  Enterprises, Inc. |       | Purchase price  of $3,627,000 from 7th through 42nd month of lease term        |       |       |
|                          |       |      |       |                             |       |                                                                           |       |       |
| 1775 Hurd Drive               |       | TX        |       | Trakk  Fulfillment, Inc.    |       | After 24 months  if Landlord elects to sell, tenant is to receive first offer. |       |       |
|                          |       |      |       |                             |       |                                                                           |       |       |
| 6419 South 228th  Street      |       | WA        |       | Patterson Dental  Supply         |       | One time right  at March 31, 2007 to purchase premises at $6,095,719      |       |       |

 

----

 

**Schedule 2.15(h)**

 

NONE

 

----

 

**Schedule 2.15(i)**

 
| **Sales  Contracts**                      |   |                               |   |                                      |   |     |   |                                                                                                                  |   |   |      |
|-------------------------------------------|--------|------------------------------------|--------|-------------------------------------------|--------|----------|--------|-----------------------------------------------------------------------------------------------------------------------|--------|--------|-----------|
| See schedule 2.15(g)                 |   |                               |   |                                      |   |     |   |                                                                                                                  |   |   |      |
|                                      |   |                               |   |                                      |   |     |   |                                                                                                                  |   |   |      |
| **Purchase  Contracts**                   |   |                               |   |                                      |   |     |   |                                                                                                                  |   |   |      |
| See schedule 2.15(g)                 |   |                               |   |                                      |   |     |   |                                                                                                                  |   |   |      |
|                                      |   |                               |   |                                      |   |     |   |                                                                                                                  |   |   |      |
| **Development  Contracts**                |   |                               |   |                                      |   |     |   |                                                                                                                  |   |   |      |
| See schedule 2.15(f)                 |   |                               |   |                                      |   |     |   |                                                                                                                  |   |   |
|                                      |   |                               |   |                                      |   |     |   |                                                                                                                  |   |   |      |
| Letter Agreement                          |   | Cabot Industrial  Value Fund, L.P. |   | Credit Suisse  First Boston Corporation   |   | 12/05/03 |   | Placement agent  services                                                                                             |   | $      | 3,911,104 |   |
| Limited  Partnership Agreement as amended |   | Cabot Industrial  Value Fund, L.P. |   | Cabot Industrial  Value Fund Manager, LLC |   | 04/30/03 |   | 1.5% management  fee payable to general partner quarterly in arrears (net of fees paid for  placement agent services) |   | $      | 1,533,619 |   |

 
| **Building  address**    | ** ** | **State** | ** ** | **By**                                                       | ** ** | **Between**                | ** ** | **Date** | ** ** | **Description**                         | ** ** | **Amount** | ** ** |
|--------------------------|------------|-----------|------------|--------------------------------------------------------------|------------|----------------------------|------------|----------|------------|-----------------------------------------|------------|------------|------------|
| 275 Wildwood  Avenue     |       | MA        |       | CIVF I - MA1M01,  LLC                                        |       | USA Demolition, Inc.  |       | 06/01/05 |       | Anixter TI  demolition                  |       | $          | 189,000    |   |
|                     |       |      |       |                                                         |       | Sterling Spaces, Inc. |       | 06/01/05 |       | Anixter -  Structural support           |       | $          | 29,650     |   |
|                     |       |      |       |                                                         |       | Sterling Spaces, Inc. |       | 06/01/05 |       | Anixter - Demo  preparation             |       | $          | 19,445     |   |
|                     |       |      |       |                                                         |       | Sterling Spaces, Inc. |       | 06/01/05 |       | Anixter - Demo                          |       | $          | 94,500     |   |
|                     |       |      |       |                                                         |       | Anixter                    |       | 05/23/05 |       | TI allowance in  lease                  |       | $          | 405,000    |   |
|                     |       |      |       |                                                         |       |                       |       |     |       |                                    |       |       |       |
| 730-770 South  Wolf Road |       | IL        |       | CIVF I - IL1M02,  LLC                                        |       | Olson Bro.  Services Corp. |       | 04/12/05 |       | Fashion Express  TI                     |       | $          | 623,080    |   |
|                     |       |      |       |                                                         |       | Olson Bro.  Services Corp. |       | 06/06/05 |       | Demo &  prep for BBH expansion |       | $          | 85,000     |   |
|                     |       |      |       |                                                         |       | BBH, Inc                   |       | 05/25/05 |       | TI allowance in  lease                  |       | $          | 600,000    |   |
|                     |       |      |       |                                                         |       |                       |       |     |       |                                    |       |       |       |
| 1225 N. 28th  Street     |       | TX        |       | CIVF I - TX1B01 &  B02, M02-M05, W04, W07-W10, L.P. |       | Avail Medical              |       | 12/10/04 |       | TI allowance in  lease                  |       | $          | 600,000    |   |
|                     |       |      |       |                                                         |       |                       |       |     |       |                                    |       |       |       |
| 11737 Stemmons  Pkwy     |       | TX        |       | CIVF I - TX1W03,  LP                                         |       | Dymatize  Enterprises      |       | 03/31/05 |       | TI allowance in  lease                  |       | $          | 175,000    |   |

 

----

 
| **Building  address**    | ** ** | **State** | ** ** | **By**                                         | ** ** | **Between**      | ** ** | **Date** | ** ** | **Description**        | ** ** | **Amount** | ** ** |
|--------------------------|------------|-----------|------------|------------------------------------------------|------------|------------------|------------|----------|------------|------------------------|------------|------------|------------|
| 22620 64th Ave           |       | WA        |       | CIVF I - WA1M01-WA1M04,  LLC                   |       | Shaw Industries  |       | 05/14/04 |       | TI allowance in  lease |       | $          | 65,917     |   |
|                     |       |      |       |                                           |       |             |       |     |       |                   |       |       |       |
|                     |       |      |       |                                           |       |             |       |     |       |                   |       |       |       |
| 4800 Olympic  Blvd.      |       | KY        |       | CIVF I - KY1M01-KY1M06 &  KY1M01, LLC |       | GSA              |       | 05/09/05 |       | TI allowance in  lease |       | $          | 180,363    |   |
|                     |       |      |       |                                           |       |             |       |     |       |                   |       |       |       |
| 6419 South 228th  Street |       | WA        |       | CIVF I - WA1M01-WA1M04,  LLC                   |       | Patterson Dental |       | 12/02/04 |       | TI allowance in  lease |       | $          | 60,000     |   |

 
| **Capital  Improvement Contracts** | ** ** | ** ** | ** ** | ** **                                     | ** ** | ** **                                   | ** ** | ** ** | ** ** |
|------------------------------------|------------|------------|------------|------------------------------------------------|------------|----------------------------------------------|------------|------------|------------|
| ** **                         | ** ** | ** ** | ** ** | ** **                                     | ** ** | ** **                                   | ** ** | ** ** | ** ** | ** ** | ** ** |
| **Building  address**              | ** ** | **State**  | ** ** | **By**                                         | ** ** | **Between**                                  | ** ** | **Date**   | ** ** | **Description** | ** ** | **Amount** | ** ** |
| 275 Wildwood  Avenue               |       | MA         |       | CIVF I - MA1M01,  LLC                          |       | Regal Design, Inc                            |       | 06/01/05   |       | Drainage  Improvements |   | $ | 256,750 |   |
|                               |       |       |       |                                           |       |                                         |       |       |       |   |   |   |   |
| **Brokerage  Contracts**           |       |       |       |                                           |       |                                         |       |       |       |   |   |   |   |
| ** **                         |       |       |       |                                           |       |                                         |       |       |       |   |   |   |   |
| **Building  address**              | ** ** | **State**  | ** ** | **By**                                         | ** ** | **Between**                                  | ** ** | **Date**   | ** ** | **Description** | ** ** | **Amount** | ** ** |
| 200 Helen Street                   |       | NJ         |       | CIVF I - NJ1B01,  LLC                          |       | Alliance Real  Estate Group                  |       | 05/20/05   |       | Sales commission |   | $ | 500,000 | ** ** |
|                               |       |       |       |                                           |       | Team Resources, Inc.                    |       | 11/20/05   |       | Prevost lease  commission |   | $ | 121,296 | ** ** |
|                               |       |       |       |                                           |       | Brussel Realty  Corp                         |       | 09/30/05   |       | Bakers Renewal  Commission - may be reduced at renewal |   | $ | 125,193 | ** ** |
|                               |       |       |       |                                           |       | Lincoln Property  Company                    |       | 05/01/05   |       | 5% on rent or  $600/month until the license agreement with DNR Marketing Group is terminated |   |   | ** ** |
|                               |       |       |       |                                           |       |                                         |       |       |       |   |   |   | ** ** |
| 6419 South 228th  street           |       | WA         |       | CIVF I - WA1M01-  WA1M04, LLC                  |       | The Staubach  Company/Puget Sound Properties |       | 12/07/04   |       | 3% Sales  commission if Patterson Dental exercises it’s purchase option |   | $ | 182,872 | ** ** |
|                               |       |       |       |                                           |       |                                         |       |       |       |   |   |   | ** ** |
| 7107 Industrial  Road              |       | KY         |       | CIVF I - KY1M01-KY1M06 &  KY1W01, LLC |       | Atlantic Real  Estate Services               |       | 04/30/05   |       | 5% fee on the 12  mos renewal option for L’Oreal |   | $ | 8,608 | ** ** |
| 4800 Olympic Blvd                  |       | KY         |       |                                           |       | Colliers TMT                                 |       | 04/18/08   |       | Lease commission |   | $ | 21,552 | ** ** |
|                               |       |       |       |                                           |       |                                         |       |       |       |   |   |   | ** ** |
| 275 Wildwood  Avenue               |       | MA         |       | CIVF I - MA1M01,  LLC                          |       | CB Richard Ellis,  NE                        |       | 08/12/04   |       | Commission on  executed Anixter lease |   | $ | 130,589 | ** ** |
|                               |       |       |       |                                           |       |                                         |       |       |       | 4.5% lease  commission on the last |   |   | ** ** |

 

----

 
| **Building  address**   | ** ** | **State** | ** ** | **By**                                                       | ** ** | **Between**                          | ** ** | **Date** | ** ** | **Description**                                                                                    | ** ** | **Amount** | ** ** |
|-------------------------|------------|-----------|------------|--------------------------------------------------------------|------------|--------------------------------------|------------|----------|------------|----------------------------------------------------------------------------------------------------|------------|------------|------------|
|                    |       |      |       |                                                         |       |                                 |       |     |       | 2 years of  Anixter’s lease term, should they not exercise termination option                 |       | $          | 46,129     | ** ** |
|                    |       |      |       |                                                         |       |                                 |       |     |       | Lease commission  on proposed Verizon lease.                                                       |       | $          | 250,000    | ** ** |
| 1132 Valwood  Parkway   |       | TX        |       | CIVF I - TX1B01 &  B02, M02-M05, W04, W07-W10, L.P. |       | The Staubach  Company                |       | 05/19/05 |       | 4.5% on the  proposed lease agreement with Conn’s                                             |       | $          | 136,557    |   |
|                    |       |      |       |                                                         |       | The Bradford  Company                |       | 06/06/05 |       | Lease commission  on the proposed lease agreement with Conn’s                                 |       | $          | 68,278     |   |
|                    |       |      |       |                                                         |       |                                 |       |     |       |                                                                                               |       |       |       |
| 14934 Webb Chapel  Road |       | TX        |       | CIVF I - TX1W11-TX1W17,  LP                                  |       | TIG Real Estate  Services, Inc. |       | 12/22/04 |       | Exclusive Leasing  and Management Agreement - 6.75% on Co-Brokered deals and 4.5% on direct  deals |       |       |       |
| 3212 Belt Line  Road    |       | TX        |       |                                                         |       | All one agreement                    |       |     |       |                                                                                               |       |       |       |
| 3210 Belt Line  Road    |       | TX        |       |                                                         |       |                                 |       |     |       |                                                                                               |       |       |       |
| 3208 Belt Line  Road    |       | TX        |       |                                                         |       |                                 |       |     |       |                                                                                               |       |       |       |
| 3214 Belt Line  Road    |       | TX        |       |                                                         |       |                                 |       |     |       |                                                                                               |       |       |       |
| 3216 Belt Line  Road    |       | TX        |       |                                                         |       |                                 |       |     |       |                                                                                               |       |       |       |
| 3218 Belt Line  Road    |       | TX        |       |                                                         |       |                                 |       |     |       |                                                                                               |       |       |       |
| 2270 Springlake  Road   |       | TX        |       | CIVF I - TX1W18 &  TX1W19, LP                       |       |                                 |       |     |       |                                                                                               |       |       |       |
| 2290 Springlake  Road   |       | TX        |       |                                                         |       |                                 |       |     |       |                                                                                               |       |       |       |
| 1313 Valwood  Parkway   |       | TX        |       | CIVF I - TX1W20 &  TX1W21, LP                       |       |                                 |       |     |       |                                                                                               |       |       |       |
| 1321 Valwood  Parkway   |       | TX        |       |                                                         |       |                                 |       |     |       |                                                                                               |       |       |       |
|                    |       |      |       |                                                         |       |                                 |       |     |       |                                                                                               |       |       |       |
| 451 Cota Street         |       | CA        |       | CIVF I - CA1M05,  LLC                                        |       | Strata Realty                        |       | 06/09/05 |       | Leasing  commission on proposed lease with Century Blinds                                          |       | $          | 202,680    |   |
|                    |       |      |       |                                                         |       |                                 |       |     |       |                                                                                               |       |       |       |
| 2700 Esters  Boulevard  |       | TX        |       | CIVF I - TX1B01 &  B02, M02-M05, W04, W07-W10, L.P. |       | CB Richard Ellis                     |       | 06/03/05 |       | 4.5% leasing  commission on proposed 3 year renewal of Lithonia Lighting                           |       | TBD        |       |
|                    |       |      |       |                                                         |       |                                 |       |     |       |                                                                                               |       |       |       |
| Slauson                 |       | CA        |       | CIVF I - CA1M02 &  CA1M03, LLC                      |       | Colliers Seeley  International, Inc  |       | 03/26/04 |       | Standard listing  agreement cancelable with 60 days notice                                         |       |       |       |

 

----

 
| **Building  address**  | ** ** | **State** | ** ** | **By**                                                 | ** ** | **Between**          | ** ** | **Date** | ** ** | **Description**                | ** ** | **Amount** | ** ** |
|------------------------|------------|-----------|------------|--------------------------------------------------------|------------|----------------------|------------|----------|------------|--------------------------------|------------|------------|------------|
| 5675 Oakbrook  Parkway |       | GA        |       | CIVF - I GA1M02,  GA1M03 & GA1W08-GA1W10, LLC |       | Colliers  Properties |       | 02/15/05 |       | Monthly  commission 5% of rent |       | $          | 4,316      |   |
|                        |            |           |            |                                                        |            |                      |            |          |            |                                |            |            |            |  |

 

----

 

**Schedule 2.15(j)**

 
| **Property Management Agreements**                                                   | ** ** | ** **                                                           | ** ** | ** ** |
|--------------------------------------------------------------------------------------|------------|----------------------------------------------------------------------|------------|------------|
| **Entity**                                                                           | ** ** | **Property Management Company**                                      | ** ** | **Dated**  |
|                                                                                 |       |                                                                 |       |       |
| CIVF I – IL1B01 &  IL1M01, LLC                                         |       | Cabot  Properties, L.P.                                              |       | 12/16/03   |
| CIVF I – IL1M02,  LLC                                                           |       | Cabot  Properties, L.P.                                              |       | 06/14/04   |
| CIVF I – IL1M03,  LLC                                                           |       | Cabot  Properties, L.P.                                              |       | 02/01/05   |
| CIVF I – IL1W01,  LLC                                                           |       | Cabot  Properties, L.P.                                              |       | 02/05/03   |
| CIVF I – IL1W02,  LLC                                                           |       | Cabot  Properties, L.P.                                              |       | 03/30/04   |
| CIVF I – MA1M01,  LLC                                                           |       | Cabot  Properties, L.P.                                              |       | 08/12/04   |
| CIVF I – TX1B01 &  B02, M02-M05, W04, W07-W10, L.P.                    |       | Cabot  Properties, L.P.                                              |       | 07/08/04   |
| CIVF I – TX1M01,  LP                                                            |       | Cabot  Properties, L.P.                                              |       | 10/01/03   |
| CIVF I – TX1W02,  LP                                                            |       | Cabot  Properties, L.P.                                              |       | 12/30/03   |
| CIVF I – TX1W03,  LP                                                            |       | Cabot  Properties, L.P.                                              |       | 04/16/04   |
| CIVF I – TX1W05-W06,  L.P.                                                      |       | Cabot  Properties, L.P.                                              |       | 07/08/04   |
| CIVF I – TX1W22,  LP                                                            |       | Cabot  Properties, L.P.                                              |       | 02/08/05   |
| CIVF I – TX1W23,  LP                                                            |       | Cabot  Properties, L.P.                                              |       | 01/05/05   |
|                                                                                 |       |                                                                 |       |       |
| **Development  Agreement**                                                           |       |                                                                 |       |       |
| Cabot Industrial  Value Fund, L.P.                                                   |       | Cabot  Properties, L.P.                                              |       | 04/13/04   |
|                                                                                 |       |                                                                 |       |       |
| **Limited  Partnership Agreement – management fees payable to general partner** |       |                                                                 |
| Cabot Industrial  Value Fund, Inc & other limited partners                  |       | Cabot Industrial  Value Fund Manager, LLC – the general partner |       |       |

 

----

 

**Schedule 2.15(k)**

 

NONE

 

 

----

 

**Schedule 2.15(l)**

 

NONE

 

 

----

 

**Schedule 2.16**

 
| ** ** | **Account  Name**                          | ** ** | **Bank**        | ** ** | **Address**                  | ** ** | **Account Number** | ** ** | **Authorized Signor**        |
|------------|--------------------------------------------|------------|-----------------|------------|------------------------------|------------|--------------------|------------|------------------------------|
|       |                                       |       |            |       |                         |       |               |       |                         |
| 1          | Cabot Industrial  Value Fund, Inc.    |       | Bank of America |       | 1185 Avenue of  the Americas |       | 0094203-72573      |       | Franz F.  Colloredo-Mansfeld |
|       |                                       |       |            |       | 2nd Floor                    |       |               |       | Howard B. Hodgson, Jr.  |
|       |                                       |       |            |       | New York, NY  10036          |       |               |       | Mark A. Bechard              |
|       |                                       |       |            |       |                         |       |               |       | Janine M. Cobb               |
|       |                                       |       |            |       |                         |       |               |       | Patrick D.  Mullaney         |
|       |                                       |       |            |       |                         |       |               |       |                         |
| 2          | Cabot Industrial  Value Fund, Inc          |       | JPMorgan Chase  |       | 4 New York Plaza             |       | 230-315399         |       | Cassandra Jones              |
|       |                                       |       |            |       | New York, NY  10004          |       |               |       | Daniella  Cassagnol          |
|       | (JPMorgan Chase,  as                       |       |            |       |                         |       |               |       | Elena Gillerist              |
|       | administrative  agent, Collateral Account) |       |            |       |                         |       |               |       | David Gugliotta              |
|       |                                       |       |            |       |                         |       |               |       | Elizabeth  Iacovielli        |
|       |                                       |       |            |       |                         |       |               |       |                         |
| 3          | Cabot Industrial  Value Fund, LP           |       | Wells Fargo     |       | 420 Montgomery  Street       |       | 4100-073675        |       | Franz F.  Colloredo-Mansfeld |
|       | (Main Account)                             |       |            |       | San Francisco, CA  94163     |       |               |       | Howard B. Hodgson, Jr.  |
|       |                                       |       |            |       |                         |       |               |       | Mark A. Bechard              |
|       |                                       |       |            |       |                         |       |               |       | Janine M. Cobb               |
|       |                                       |       |            |       |                         |       |               |       | Patrick D.  Mullaney         |
|       |                                       |       |            |       |                         |       |               |       | Robert P. Hold               |
|       |                                       |       |            |       |                         |       |               |       | Teresa K. Bigley             |
|       |                                       |       |            |       |                         |       |               |       | Greg MacDiarmid              |
|       |                                       |       |            |       |                         |       |               |       | Michael C. Nelson            |
|       |                                       |       |            |       |                         |       |               |       | Steven A.  Franceschina      |
|       |                                       |       |            |       |                         |       |               |       | Barbara J. Cowen             |
|       |                                       |       |            |       |                         |       |               |       | S. Emi Ohashi                |
|       |                                       |       |            |       |                         |       |               |       | Stath Karras                 |
|       |                                       |       |            |       |                         |       |               |       | Kit Sparks                   |
|       |                                       |       |            |       |                         |       |               |       | Alan Scharsu                 |
|       |                                       |       |            |       |                         |       |               |       | Michael LeMaire              |

 

----

 
| ** ** | **Account  Name**                | ** ** | **Bank**    | ** ** | **Address**              | ** ** | **Account Number** | ** ** | **Authorized Signor**              |
|------------|----------------------------------|------------|-------------|------------|--------------------------|------------|--------------------|------------|------------------------------------|
|       |                             |       |        |       |                     |       |               |       | Jacqueline L.  Greulich            |
|       |                             |       |        |       |                     |       |               |       | Edward E.  Morrison                |
|       |                             |       |        |       |                     |       |               |       | Morton E.  McCarthy Jr.            |
|       |                             |       |        |       |                     |       |               |       | Cynthia Tangonan                   |
|       |                             |       |        |       |                     |       |               |       | Malin Burnham                      |
|       |                             |       |        |       |                     |       |               |       | Brian Bendert                      |
|       |                             |       |        |       |                     |       |               |       | Dennis Simoni                      |
|       |                             |       |        |       |                     |       |               |       | Ferdinand  Seefried                |
|       |                             |       |        |       |                     |       |               |       | Robert Rakusin                     |
|       |                             |       |        |       |                     |       |               |       | John Rickert                       |
|       |                             |       |        |       |                     |       |               |       | Robert Seibel                      |
|       |                             |       |        |       |                     |       |               |       | Brandon Ernst                      |
|       |                             |       |        |       |                     |       |               |       | Terry McCoy                        |
|       |                             |       |        |       |                     |       |               |       | Mike Taylor                        |
|       |                             |       |        |       |                     |       |               |       | Peter Zaslowe                      |
|       |                             |       |        |       |                     |       |               |       | Phyllis G. Pitts                   |
|       |                             |       |        |       |                     |       |               |       | Ann D. Anderson                    |
|       |                             |       |        |       |                     |       |               |       | Charles A McClure                  |
|       |                             |       |        |       |                     |       |               |       | David R. Willey                    |
|       |                             |       |        |       |                     |       |               |       | John Beisel, Jr.              |
|       |                             |       |        |       |                     |       |               |       | Angela Hicks                       |
|       |                             |       |        |       |                     |       |               |       |                               |
| 4          | Cabot Industrial  Value Fund, LP |       | Wells Fargo |       | 420 Montgomery  Street   |       | 4944-256890        |       |                               |
|       | (Lockboxes)                      |       |        |       | San Francisco, CA  94163 |       | 4944-256817        |       | All lockboxes are  sub accounts of |
|       |                             |       |        |       |                     |       | 4944-256825        |       | 4100-073675                        |
|       |                             |       |        |       |                     |       | 4944-256783        |       |                               |
|       |                             |       |        |       |                     |       | 4944-256809        |       |                               |
|       |                             |       |        |       |                     |       | 4944-256791        |       |                               |
|       |                             |       |        |       |                     |       | 4944-323864        |       |                               |
|       |                             |       |        |       |                     |       | 4944-368489        |       |                               |
|       |                             |       |        |       |                     |       | 4944-391432        |       |                               |

 

----

 
| ** ** | **Account  Name**                | ** ** | **Bank**    | ** ** | **Address**              | ** ** | **Account Number** | ** ** | **Authorized Signor**        |
|------------|----------------------------------|------------|-------------|------------|--------------------------|------------|--------------------|------------|------------------------------|
|       |                             |       |        |       |                     |       |               |       |                         |
| 5          | Cabot Industrial  Value Fund, LP |       | Wells Fargo |       | 420 Montgomery  Street   |       | 4100-073519        |       | Franz F.  Colloredo-Mansfeld |
|       | (Mortgage account)               |       |        |       | San Francisco, CA  94163 |       |               |       | Howard B. Hodgson, Jr.  |
|       |                             |       |        |       |                     |       |               |       | Mark A. Bechard              |
|       |                             |       |        |       |                     |       |               |       | Janine M. Cobb               |
|       |                             |       |        |       |                     |       |               |       | Patrick D.  Mullaney         |

 

----

 

**Schedule 2.17(a)**

 
| ** ** | **Policy**                                                  | ** ** | **Carrier**                              | ** ** | **Policy Number** | ** ** | **Policy Term**   |
|------------|-------------------------------------------------------------|------------|------------------------------------------|------------|-------------------|------------|-------------------|
|       |                                                        |       |                                     |       |              |       |              |
| 1          | Property                                                    |       | Affiliated FM  Insurance                 |       | AL584             |       | 12/31/04-12/31/05 |
| 2          | Excess  California Earthquake                               |       | Great American                           |       | CPP5385744        |       | 12/31/04-12/31/05 |
| 3          | Excess  California Earthquake                               |       | Greenwich  Insurance Co. - $2 million    |       | ACG4285744        |       | 12/31/04-12/31/05 |
|       |                                                        |       | Great American -  $8 million             |       |              |       |              |
| 4          | General Liability                                           |       | Hartford Fire  Insurance Co.             |       | 08UEN1B9658K1     |       | 12/31/04-12/31/05 |
| 5          | Umbrella                                                    |       | American  Guarantee & Liability |       | AUC508780700      |       | 10/01/04-10/01/05 |
| 6          | Umbrella                                                    |       | St. Paul Fire &  Marine Ins.    |       | Q109001360        |       | 10/01/04-10/01/05 |
| 7          | Environmental -  Tanks                                      |       | Commerce &  Industry Ins. Co.   |       | 0166027           |       | 11/18/04-11/18/05 |
| 8          | Environmental -  Site                                       |       | Illinios Union  Insurance Co.            |       | PPLG22085451001   |       | 11/18/04-11/18/09 |
| 9          | Flood-6419 228th  St. Kent, WA                              |       | Hartford Fire  Insurance Co              |       | 87018600562005    |       | 01/16/05-01/16/06 |
| 10         | Flood - 1600-1650  Dolwick Dr. Erlanger, KY            |       | Harleysville  Mutual Insurance Co.       |       | 87019527362005    |       | 03/17/05-03/17/06 |
| 11         | Flood -4031 NE  12 Terrace, Oakland Park, FL                |       | Harleysville  Mutual Insurance Co.       |       | 87023048242005    |       | 01/28/05-01/28/06 |
| 12         | Flood - 451 Cota  St. Corona, CA                            |       | Harleysville  Mutual Insurance Co.       |       | 87023666332005    |       | 05/02/05-05/02/06 |
| 13         | Flood - 6307 S.  228th Street, Kent, WA                     |       | Harleysville  Mutual Insurance Co.       |       | 87022288462004    |       | 12/14/04-12/15/05 |
| 14         | Flood - 1321  Valwood Parkway, Carrollton, TX               |       | Harleysville  Mutual Insurance Co.       |       | 87023666672005    |       | 05/02/05-05/02/06 |
| 15         | Flood - 770 Acco  Plaza Dr. Wheeling, IL               |       | Harleysville  Lake States Ins. Co.       |       | 87023666222005    |       | 05/02/05-05/02/06 |
| 16         | Flood - 1313  Valwood Parkway, Carrollton, TX               |       | Harleysville  Mutual Insurance Co.       |       | 87023666622005    |       | 05/02/05-05/02/06 |
| 17         | Flood - 1132  Valwood Parkway, Carrollton, TX               |       | Harleysville  Mutual Insurance Co.       |       | 87023666302005    |       | 04/24/05-04/24/06 |
| 18         | Flood - 7620 S.  192nd St. Kent, WA                         |       | Harleysville  Mutual Insurance Co.       |       | 87022288472004    |       | 12/15/04-12/15/05 |
| 19         | Flood - 10350  Nations Ford Rd. Charlotte, NC               |       | Hartford Fire  Insurance Co              |       | 87018600532004    |       | 12/22/04-12/22/05 |
| 20         | Flood - 22620  64th Ave. S., Kent, WA                       |       | Harleysville  Mutual Insurance Co.       |       | 87018600572004    |       | 12/27/04-12/27/05 |
| 21         | Flood - 12111  Best Place, Sharonville, OH                  |       | Harleysville  Mutual Insurance Co.       |       | 87019212672005    |       | 04/07/05-04/07/06 |
|       |                                                        |       |                                     |       |              |       |              |
|       | No Seller or  Seller Subsidiary has been refused insurance. |       |                                     |       |              |

 

----

 

**Schedule 2.17(b)**

 

**Insurance Claims**

 
| **Building address**      | ** ** | **State** | ** ** | **Claim**        | ** ** | **Claimant**      | ** ** | **Date of  Occurrence** | ** ** | **Status**                                    | ** ** | **Claim  Amount** | ** ** |
|---------------------------|------------|-----------|------------|------------------|------------|-------------------|------------|-------------------------|------------|-----------------------------------------------|------------|-------------------|------------|
| 2831-2837  Peterson Place |       | GA        |       | Flood damage     |       | GMT               |       | 9/16/2005               |       | Costs to date  paid*                          |       | $                 | 72,800     |   |
|                      |       |      |       |             |       |              |       |                    |       |                                          |       |              |       |
| 1211 Best Place  Drive    |       | OH        |       | Mold remediation |       | Cabot             |       | 1/26/2005               |       | Claim denied by  Affiliated FM 5/20/05        |       | $                 | 60,000     |   |
|                      |       |      |       |             |       |              |       |                    |       |                                          |       |              |       |
| 1921-2015  Meridian Drive |       | TX        |       | Roof damage      |       | Cabot             |       | 4/13/2005               |       | Claim paid less  $25k deductible              |       | $                 | 263,928    |   |
|                      |       |      |       |             |       |              |       |                    |       |                                          |       |              |       |
| 2270 Spring Lake  Road    |       | TX        |       | Slip and fall    |       | Christen M. Verre |       | 4/1/2005                |       | Received notice  from The Hartford on 5/18/05 |       | Pending           |       |

 

----

*Tenant filing additional costs with Property Managersliability carrier

 

----

 

**Schedule 2.18**

 
| ** **                     | ** ** | ** ** | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | ** ** | **Estimated** | ** ** |
|--------------------------------|------------|------------|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|---------------|------------|
| ** **                     | ** ** | ** ** | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | ** ** | **Cost to**   | ** ** |
| **Building address**           | ** ** | **State**  | ** ** | **Capital  Project**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | ** ** | **Complete**  | ** ** |
|                           |       |       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |       |          |       |
| Slauson  Properties            |       | CA         |       | Per lender side  letter - The side letter agreement requires the borrower to perform the  following repairs/replacements at the following estimated costs: replace the  gas fired water boiler $25,200, Emergency Lighting/smoke detectors, and  penetration seals $5,400, Handicap accessibility modifications $8,700 and elevator  controller replacement $37,500.                                                                                                                                                                                                                                                                                                                      |       | $             | 102,000    |   |
| 451 Cota Street                |       | CA         |       | Roof replacement  - not under contract                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |       | $             | 420,000    |   |
| 6290 Jimmy  Carter Blvd        |       | GA         |       | Per lender side  letter - roof replacement in 2005                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |       | $             | 122,000    |   |
| 6230 Regency  Parkway          |       | GA         |       | Per lender side  letter - roof replacement in 2005                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |       | $             | 55,000     |   |
| 6400 Regency  Parkway          |       | GA         |       | Per lender side  letter - roof replacement in 2005                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |       | $             | 102,000    |   |
| 6375 Regency  Parkway          |       | GA         |       | Per lender side  letter - roof replacement in 2005                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |       | $             | 111,000    |   |
| 6190 Regency  Parkway          |       | GA         |       | Per lender side  letter - roof replacement in 2007                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |       | $             | 182,000    |   |
| 6350 Regency  Parkway          |       | GA         |       | Per lender side  letter - roof replacement in 2007                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |       | $             | 83,000     |   |
| 6325 Regency  Parkway          |       | GA         |       | Per lender side  letter - roof replacement in 2007                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |       | $             | 82,000     |   |
| 6215 Regency  Parkway          |       | GA         |       | Per lender side  letter - roof replacement in 2007                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |       | $             | 74,000     |   |
| 200 Helen Street               |       | NJ         |       | Remove  underground storage tanks in 2006 - There are two inactive 10,000 gallon  underground diesel fuel storage tanks. According to the New Jersey Department  of Environmental Protection the diesel tanks passed tank tightness test in November of  2003. Since these two diesel tanks are inactive, the New jersey  Administrative Code requires them to be removed.                                                                                                                                                                                                                                                                                                           |       | $             | 60,000     |   |
| 315 N Great  Southwest Parkway |       | TX         |       | Per lender side  letter - gutters - responsibility of tenant                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |       | $             | —     |   |
| 7620 South 192nd  Street       |       | WA         |       | Roof replacement  - not under contract                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |       | $             | 215,000    |   |
|                           |       |       |       | The cost of the  roof replacement shall be charged to tenant as per Sec. 4 of the lease and  shall be amortized over 20 yrs. in equal installments. In lieu of the 1st 120  payments, tenant has paid to LL, through a deposit at Stewart Title, the sum  of $107,500 (prepayment), which was disbursed to Cabot Industrial Value Fund  at the time of acquisition. Upon completion of roof replacement, LL shall  provide Tenant w/actual invoices showing the cost of the roof replacement. If  cost is less than $215k, LL shall pay to Tenant 1/2 of the difference, if  cost is more than $215k, LL shall be entitled to amortize the excess in equal  monthly payments over 20 yrs. |       |          |       |

 

See improvements listed on Schedule 2.9(e) andSchedule 2.15(i).

 

----

 

**Schedule 4.1(i)**

 
| **Indebtedness Documents**                            | ** ** | ** ** | ** ** | ** ** | ** ** | **Maturity Date** |
|-------------------------------------------------------|------------|------------|------------|------------|------------|-------------------|
|                                                  |       |       |       |       |       |              |
| **Mortgage  Loan Application**                        |       |       |       |       |       |              |
| Jackson National  Life Insurance Company              |       | 05/20/05   |       | $          | 62,740,000 |              | TBD |
| Properties to be  secured:                            |       |       |       |       |       |              |
|                                                  |       |       |       |       |       |              |
| 7340 McGinnis  Ferry Road                             |       |       |       | GA         |       |              |
| 296 Southfield  Parkway                               |       |       |       | GA         |       |              |
| 12301-12325  Laramie Ave                              |       |       |       | IL         |       |              |
| 8779 Greenwood  Place                                 |       |       |       | MD         |       |              |
| 2301 Cottontail  Lane                                 |       |       |       | NJ         |       |              |
| 4531 Industrial  Drive                                |       |       |       | OH         |       |              |
| 1450 Commodity  Blvd (Columbus Development)           |       |       |       | OH         |       |              |
| 14934 Webb  Chapel Road                               |       |       |       | TX         |       |              |
| 3212 Belt Line  Road                                  |       |       |       | TX         |       |              |
| 3210 Belt Line  Road                                  |       |       |       | TX         |       |              |
| 3208 Belt Line  Road                                  |       |       |       | TX         |       |              |
| 3214 Belt Line  Road                                  |       |       |       | TX         |       |              |
| 3216 Belt Line  Road                                  |       |       |       | TX         |       |              |
| 3218 Belt Line  Road                                  |       |       |       | TX         |       |              |
| 2270 Springlake  Road                                 |       |       |       | TX         |       |              |
| 2290 Springlake  Road                                 |       |       |       | TX         |       |              |
| 1313 Valwood  Parkway                                 |       |       |       | TX         |       |              |
| 1321 Valwood  Parkway                                 |       |       |       | TX         |       |              |
| 1775 Hurd Drive                                       |       |       |       | TX         |       |              |
| 1515 Champion  Drive                                  |       |       |       | TX         |       |              |
| 800 SW 27th  Street                                   |       |       |       | WA         |       |              |
|                                                  |       |       |       |       |       |              |
| **Substitution  contemplated with Helen Street sale** |       |       |       |       |       |              |
| Jackson National  Life Insurance Company              |       |       |       |       |       |              |
| Properties to be  substituted:                        |       |       |       |       |       |              |
|                                                  |       |       |       |       |       |              |
| 7130 New  Buffington Rd Bldg A                        |       |       |       | KY         |       |              |
| 7130 New  Buffington Rd Bldg B                        |       |       |       | KY         |       |              |
| 275 Wildwood  Avenue                                  |       |       |       | MA         |       |              |
| 13737 N.  Stemmons Freeway                            |       |       |       | TX         |       |              |
|                                                       |            |            |            |            |            |                   |  |

 

----

 

**Schedule 4.1(p)**

 
| **Mortgage Loan Application**                         | ** ** | ** ** | ** ** | ** ** | ** ** | **Maturity Date** |
|-------------------------------------------------------|------------|------------|------------|------------|------------|-------------------|
| Jackson National  Life Insurance Company              |       | 05/20/05   |       | $          | 62,740,000 |              | TBD |
| Properties to be  secured:                            |       |       |       |       |       |              |
|                                                  |       |       |       |       |       |              |
| 7340 McGinnis  Ferry Road                             |       |       |       | GA         |       |              |
| 296 Southfield  Parkway                               |       |       |       | GA         |       |              |
| 12301-12325  Laramie Ave                              |       |       |       | IL         |       |              |
| 8779 Greenwood  Place                                 |       |       |       | MD         |       |              |
| 2301 Cottontail  Lane                                 |       |       |       | NJ         |       |              |
| 4531 Industrial  Drive                                |       |       |       | OH         |       |              |
| 1450 Commodity  Blvd (Columbus Development)           |       |       |       | OH         |       |              |
| 14934 Webb  Chapel Road                               |       |       |       | TX         |       |              |
| 3212 Belt Line  Road                                  |       |       |       | TX         |       |              |
| 3210 Belt Line  Road                                  |       |       |       | TX         |       |              |
| 3208 Belt Line  Road                                  |       |       |       | TX         |       |              |
| 3214 Belt Line  Road                                  |       |       |       | TX         |       |              |
| 3216 Belt Line  Road                                  |       |       |       | TX         |       |              |
| 3218 Belt Line  Road                                  |       |       |       | TX         |       |              |
| 2270 Springlake  Road                                 |       |       |       | TX         |       |              |
| 2290 Springlake  Road                                 |       |       |       | TX         |       |              |
| 1313 Valwood  Parkway                                 |       |       |       | TX         |       |              |
| 1321 Valwood  Parkway                                 |       |       |       | TX         |       |              |
| 1775 Hurd Drive                                       |       |       |       | TX         |       |              |
| 1515 Champion  Drive                                  |       |       |       | TX         |       |              |
| 800 SW 27th  Street                                   |       |       |       | WA         |       |              |
|                                                  |       |       |       |       |       |              |
| **Substitution  contemplated with Helen Street sale** |       |       |       |       |       |              |
| Jackson National  Life Insurance Company              |       |       |       |       |       | 03/01/12          |
| Properties to be  substituted:                        |       |       |       |       |       |              |
|                                                  |       |       |       |       |       |              |
| 7130 New  Buffington Rd Bldg A                        |       |       |       | KY         |       |              |
| 7130 New  Buffington Rd Bldg B                        |       |       |       | KY         |       |              |
| 275 Wildwood  Avenue                                  |       |       |       | MA         |       |              |
| 13737 N.  Stemmons Freeway                            |       |       |       | TX         |       |              |
|                                                       |            |            |            |            |            |                   |  |

 

----

 

**Schedule 6.2(e)**

 

**Consents under the following mortgageloan documents, to the extent required under such loan documents:**

 
| **Lender**                                                                                                              | ** ** | **Execution  Date** | ** ** | **Loan  Amount** | ** ** | **Maturity  Date** |
|-------------------------------------------------------------------------------------------------------------------------|------------|---------------------|------------|------------------|------------|--------------------|
| Nationwide Life  Insurance Company                                                                                      |       | 12/23/03            |       | $                | 57,894,000 |               | 01/11/11 |
| Principal pay  down of $400,000 at time of 2800 Peterson Place sale — current outstanding  loan amount $57,494,000 |       |                |       |             |       |               |
|                                                                                                                    |       |                |       |             |       |               |
| Nationwide Life  Insurance Company                                                                                      |       | 03/17/04            |       | $                | 50,150,000 |               | 04/01/11 |
|                                                                                                                    |       |                |       |             |       |               |
| New York Life  Insurance Company                                                                                        |       | 09/30/04            |       | $                | 75,785,750 |               | 10/10/11 |
|                                                                                                                    |       |                |       |             |       |               |
| Jackson National  Life Insurance Company                                                                                |       | 02/03/05            |       | $                | 65,100,000 |               | 03/01/12 |
|                                                                                                                    |       |                |       |             |       |               |
| **Mortgage  Loan Application**                                                                                          |       |                |       |             |       |               |
| Jackson National  Life Insurance Company                                                                                |       | 05/20/05            |       | $                | 62,740,000 |               | TBD |
| Properties to be  secured:                                                                                              |       |                |       |             |       |               |
|                                                                                                                    |       |                |       |             |       |               |
| 7340 McGinnis  Ferry Road                                                                                               |       |                |       | GA               |       |               |
| 296 Southfield  Parkway                                                                                                 |       |                |       | GA               |       |               |
| 12301-12325  Laramie Ave                                                                                                |       |                |       | IL               |       |               |
| 8779 Greenwood  Place                                                                                                   |       |                |       | MD               |       |               |
| 2301 Cottontail  Lane                                                                                                   |       |                |       | NJ               |       |               |
| 4531 Industrial  Drive                                                                                                  |       |                |       | OH               |       |               |
| 1450 Commodity  Blvd (Columbus Development)                                                                             |       |                |       | OH               |       |               |
| 14934 Webb  Chapel Road                                                                                                 |       |                |       | TX               |       |               |
| 3212 Belt Line  Road                                                                                                    |       |                |       | TX               |       |               |
| 3210 Belt Line  Road                                                                                                    |       |                |       | TX               |       |               |
| 3208 Belt Line  Road                                                                                                    |       |                |       | TX               |       |               |
| 3214 Belt Line  Road                                                                                                    |       |                |       | TX               |       |               |
| 3216 Belt Line  Road                                                                                                    |       |                |       | TX               |       |               |
| 3218 Belt Line  Road                                                                                                    |       |                |       | TX               |       |               |
| 2270 Springlake  Road                                                                                                   |       |                |       | TX               |       |               |
| 2290 Springlake  Road                                                                                                   |       |                |       | TX               |       |               |
| 1313 Valwood  Parkway                                                                                                   |       |                |       | TX               |       |               |
| 1321 Valwood  Parkway                                                                                                   |       |                |       | TX               |       |               |
| 1775 Hurd Drive                                                                                                         |       |                |       | TX               |       |               |
| 1515 Champion  Drive                                                                                                    |       |                |       | TX               |       |               |
| 800 SW 27th  Street                                                                                                     |       |                |       | WA               |       |               |

 

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**Schedule 6.2(g)**

 
| **Bldg**                       | ** ** | **Bldg**                      | ** ** | **Expiration** | ** ** | **Tenant**                         | ** ** | **Square**    | ** ** |
|--------------------------------|------------|-------------------------------|------------|----------------|------------|------------------------------------|------------|---------------|------------|
| **ID**                         | ** ** | **Name**                      | ** ** | **Date**       | ** ** | **Name**                           | ** ** | **Feet**      | ** ** |
| ** **                     | ** ** | ** **                    | ** ** | ** **     | ** ** | ** **                         | ** ** | ** **    | ** ** |
| **Required  estoppels**        | ** ** | ** **                    | ** ** | ** **     | ** ** | ** **                         | ** ** | ** **    | ** ** |
| ** **                     | ** ** | ** **                    | ** ** | ** **     | ** ** | ** **                         | ** ** | ** **    | ** ** |
| **Group  A**                   | ** ** | ** **                    | ** ** | ** **     | ** ** | ** **                         | ** ** | ** **    | ** ** |
| 01IL1B01                       |       | 1030 East Fabyan  Parkway     |       | 07/31/08       |       | Sealy Mattress  Company            |       | 212,728       |       |
| 01NJ1B02                       |       | 47 Brunswick  Avenue          |       | 01/31/09       |       | Etiene Aigner, Inc.           |       | 265,134       |       |
| 01OH1B01                       |       | 1500 Commodity  Blvd          |       | 06/30/10       |       | Commodity  Logistics               |       | 500,000       |       |
| 01TX1B02                       |       | 2700 Esters Blvd              |       | 02/28/06       |       | L&C Lighting  Group, Inc. |       | 220,718       |       |
| 01TX1B02                       |       | 2700 Esters Blvd              |       | 03/31/16       |       | Seimens Dematic  Corp.             |       | 300,234       |       |
| 01WA1M04                       |       | 22620 64th  Avenue South      |       | 09/13/11       |       | Shaw Industries, Inc.         |       | 192,247       |       |
| 01WA1B01                       |       | 800 SW 27th  Street           |       | 04/30/15       |       | Trojan  Lithograph                 |       | 181,725       |       |
| 01FL2W01                       |       | 4031 NE 12  Terrace           |       | 12/31/10       |       | Point Blank Body  Armor, Inc. |       | 65,669        |       |
| ** **                     | ** ** | ** **                    | ** ** | ** **     | ** ** | ** **                         | ** ** | ** **    | ** ** |
| **Total  Group A**             | ** ** | ** **                    | ** ** | ** **     | ** ** | **8**                              | ** ** | **1,938,455** | ** ** |
| ** **                     | ** ** | ** **                    | ** ** | ** **     | ** ** | ** **                         | ** ** | ** **    | ** ** |
| **Group  B - 4 of 6 required** | ** ** | ** **                    | ** ** | ** **     | ** ** | ** **                         | ** ** |
| 01GA1M01                       |       | 5125 Fulton  Industrial Blvd. |       | 10/31/07       |       | The  Martin-Brower Company, LLC    |       | 149,386       |       |
| 01GA1W24                       |       | 7340 McGinnis  Ferry Road     |       | 05/11/08       |       | Firearms  Training Systems, Inc    |       | 92,792        |       |
| 01IL1M01                       |       | 1120 Frontenac  Road          |       | 12/31/12       |       | Solar  Communications, Inc.   |       | 156,076       |       |
| 01IL1M03                       |       | 12301-12325  Laramie Avenue   |       | 03/31/09       |       | Plastipak  Packaging, Inc.    |       | 204,586       |       |
| 01OH1B03                       |       | 4531 Industrial  Drive        |       | 11/30/08       |       | NIBCO, Inc.                   |       | 213,486       |       |
| 01WA1M01                       |       | 1150 Industry  Drive North    |       | 10/31/15       |       | Birds Eye Foods, Inc.         |       | 97,690        |       |
| ** **                     | ** ** | ** **                    | ** ** | ** **     | ** ** | ** **                         | ** ** | ** **    | ** ** |
| **Total  Group B**             | ** ** | ** **                    | ** ** | ** **     | ** ** | **6**                              | ** ** | **914,016**   | ** ** |

 

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**Schedule 6.2(h)**

 
| ** ** | **Ground  Leases**                                                          |
|------------|-----------------------------------------------------------------------------|
|       |                                                                        |
| 1          | Dallas/Fort  Worth International Airport Board - Dated March 5, 1999   |
|       |                                                                        |
| 2          | Dallas/Fort  Worth International Airport Board - Dated August 7, 1979  |
|       |                                                                        |
| 3          | Dallas/Fort Worth  International Airport Board - Dated October 7, 1986 |

 

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**Exhibit M**

 

**Form of Second Amended and Restated LimitedPartnership Agreement**

 

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**Exhibit N**

 

**Form of Officer’s Certificate**

 

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