EX-10.1






PURCHASE AND SALE AGREEMENT




THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is entered into as of the 29th
day of November, 2007 (the “Effective Date”), by and between BRCP HIGHLANDS RANCH, LLC, a Delaware
limited liability company (“Seller”), and TRIPLE NET PROPERTIES, LLC, a Virginia limited liability
company (“Purchaser”).



RECITALS:




A. Seller is the owner of the real property, commonly known as Highlands Ranch Healthcare
Plaza, located at 200 & 206 West County Line Road in the City of Highlands Ranch, County of
Douglas, State of Colorado, as more particularly described in Exhibit “A” attached hereto
and made a part hereof (the “Real Property”); and



B. Seller desires to sell, and Purchaser desires to purchase, the Property (as defined below)
upon and subject to the terms and conditions set forth in this Agreement.



NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement and for
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Purchaser and Seller hereby agree, and instruct Escrow Agent (as defined below), as
follows:



AGREEMENT:




ARTICLE 1




PURCHASE AND SALE




1.1 Agreement of Purchase and Sale. Subject to and on the terms and conditions set
forth in this Agreement, Seller agrees to sell to Purchaser, and Purchaser agrees to purchase from
Seller, all of Seller’s right, title and interest in and to the property, assets, rights and
interests set forth in this Section 1.1, (collectively, the “Property”):



(a) The Real Property. The Real Property, together with all rights and interests
appurtenant to the Real Property, including all of Seller’s right, title, and interest in and to
adjacent streets, alleys, rights of way, and any adjacent strips and gores of real estate, and all
rights, titles and interests of Seller appurtenant to the Real Property.



(b) Improvements. All buildings and other improvements (collectively, the
“Improvements”) located on the Real Property (such Real Property and Improvements being referred to
herein, collectively, as the “Premises”).



(c) Personal Property. All fixtures, furniture, furnishings, fittings, equipment,
machinery, apparatus, appliances and other articles of tangible personal property located on the
Premises as of the Effective Date and used or usable in connection with the occupation or operation
of all or any part of the Property, but only to the extent transferable (collectively, “Personal
Property”), excluding, however, (i) equipment leased by Seller and the interest of
Seller in any equipment provided to the Property for use, but not owned or leased by Seller, (ii)
property owned or leased by any Tenant (as defined below) or guest, employee or other person
furnishing goods or services to the Property, (iii) property and equipment owned by Seller which in
the ordinary course of business of the Property is not used exclusively for the business, operation
or management of the Property, and (iv) the property and equipment, if any, expressly identified on
Schedule 1.1 attached hereto.



(d) Leases. Each lease and other agreement for the present or future use or occupancy
of any space in the Property in respect of which Seller holds the interest of the lessor (each such
agreement, a “Lease”, and, collectively, the “Leases”) that are in effect on the Closing Date (as
defined below).



(e) Contracts. All equipment leases, contracts and agreements relating to the upkeep,
repair, maintenance or operation of the Premises (specifically excluding the Terminated Contracts
(as defined below) and any existing management agreements and employment agreements which are
hereby deemed to be Terminated Contracts) which will extend beyond the Closing Date and that
Purchaser elects, or is deemed to have elected, to assume pursuant to Section 2.6 below
(collectively, the “Contracts”).



(f) Tradename. All of Seller’s right, title and interest, if any, in the name
“Highlands Ranch Healthcare Plaza” (the “Tradename”).



(g) Licenses. Transferable consents, authorizations, variances or waivers, licenses,
permits and approvals from any governmental or quasi governmental entity in connection with the
Real Property or the Improvements, including, without limitation, those with respect to occupancy,
foundation, use, utilities, building, fire, life safety, traffic and zoning held by or granted to
Seller with respect to the Premises (collectively, the “Licenses”).



(h) Inventories. All inventories of supplies used or useful in connection with the
operation of the Premises (collectively, the “Inventories”), excluding, however,
inventories or supplies owned or leased by any Tenant or guest, employee or other person furnishing
goods or services to the Property.



(i) Records. All books, records (except employment records), files, maintenance
records, rental records, and other records used or useful by Seller in connection with the
ownership, operation or maintenance of the Premises (collectively, the “Records’),
excluding, however, (i) any and all original records relating to accounting or
financial reporting, on the condition that Seller supplies Purchaser with true and complete copies
thereof and (ii) Seller’s income tax records.



(j) Documents. Any and all original and supplemental blueprints, plans,
specifications, working drawings, site plans, elevations, surveys, advertising booklets or
materials, brochures, indicia of title, warranties and guarantees, environmental reports, ADA
reports, structural reports, and similar materials of any kind, character or description, used or
useful in connection with the Premises and\or the ownership, operation or maintenance thereof or
otherwise relating thereto, to the extent such items are assignable and in the possession or
reasonable control of Seller or its agents (collectively, the “Documents”).



(k) Miscellaneous Property Assets. The Contracts, the Tradename, the Licenses, the
Inventories, the Records and the Documents are collectively referred to herein as the
“Miscellaneous Property Assets”; provided, however, in no event shall the
Miscellaneous Property Assets include (i) receivables, (ii) cash or other funds, whether in petty
cash or house “banks,” or on deposit in bank accounts or in transit for deposit, (iii) refunds,
rebates or other claims, or any interest thereon, for periods or events occurring prior to the
Closing Date, (iv) utility and similar deposits, (v) insurance or other prepaid items and (vi)
Seller’s proprietary books and records.



1.2 Purchase Price. The purchase price for the Property (the “Purchase Price”) shall
be Fourteen Million Five Hundred Thousand and No/100 Dollars ($14,500,000.00), subject to proration
and adjustment as provided in this Agreement. The Purchase Price shall be payable at the times and
in the manner set forth in this Section 1.2.



(a) The Deposit. On or before the date which is two (2) Business Days (as defined
below) after the Effective Date, Purchaser shall deliver to LandAmerica Commercial Services, 915
Wilshire Blvd, Suite 2100, Los Angeles, CA 90017, Attn: Lois McCauley, Reference No.
09401702-904-L.A. (“Escrow Agent” or “Title Insurer”) a deposit (the “Deposit”) of $750,000.00 by
wire transfer of immediately available funds (“Good Funds”). The Deposit shall be held and
disbursed in accordance with the escrow provisions set forth in Section 1.3 below. At the
Closing (as defined below), the Deposit shall be paid to Seller and credited against the Purchase
Price.



(b) Cash at Closing. No later than 12:00 p.m. (Mountain Time) on the Closing Date,
Purchaser shall deliver the balance of the Purchase Price to Escrow Agent by wire transfer of Good
Funds.



1.3 Escrow Provisions Regarding Deposit.



(a) Escrow Agent shall hold the Deposit and make delivery of the Deposit to the party entitled
thereto under the terms of this Agreement. Escrow Agent shall invest the Deposit in a federally
insured or federally backed investment approved by Purchaser and Seller, and all interest and
income thereon shall become part of the Deposit and shall be remitted to the party entitled to the
Deposit pursuant to this Agreement. The tax identification numbers of the parties shall be
furnished to Escrow Agent upon request.



(b) Escrow Agent shall hold the Deposit until the earlier occurrence of (i) the Closing Date,
at which time the Deposit shall be applied against the Purchase Price, or (ii) the date on which
Escrow Agent shall be authorized to disburse the Deposit as set forth in Section 1.3(c)
below.



(c) If the Deposit has not been released earlier in accordance with Section 1.3(b),
and either party makes a written demand upon Escrow Agent for payment of the Deposit, Escrow Agent
shall give written notice to the other party of such demand. If Escrow Agent does not receive a
written objection from the other party to the proposed payment within five (5) Business Days after
the giving of such notice, Escrow Agent is hereby authorized to make such payment (subject to
Purchaser’s obligation under Section 2.5(b) below to return or certify the destruction of
all Third-Party Reports (as defined below) and information and Materials (as defined below)
provided to Purchaser as a pre-condition to the return of the Deposit to Purchaser). If Escrow
Agent does receive such written objection within such 5-Business Day period, Escrow Agent shall
continue to hold such amount until otherwise directed by written instructions from the parties to
this Agreement or a final judgment or arbitrator’s decision. However, Escrow Agent shall have the
right at any time to deposit the Deposit and interest thereon, if any, with a court of competent
jurisdiction in the state in which the Property is located. Escrow Agent shall give written notice
of such deposit to Seller and Purchaser. Upon such deposit, Escrow Agent shall be relieved and
discharged of all further obligations and responsibilities hereunder.



(d) The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their
request and for their convenience, and that Escrow Agent shall not be deemed to be the agent of
either of the parties for any act or omission on its part unless taken or suffered in bad faith in
willful disregard of this Agreement or involving gross negligence. Seller and Purchaser jointly
and severally shall indemnify and hold Escrow Agent harmless from and against all costs, claims and
expenses, including reasonable attorney’s fees, incurred in connection with the performance of
Escrow Agent’s duties hereunder, except with respect to actions or omissions taken or suffered by
Escrow Agent in bad faith, in willful disregard of this Agreement or involving gross negligence on
the part of Escrow Agent.



(e) The parties shall deliver to Escrow Agent an executed copy of this Agreement, which shall
constitute the sole instructions to Escrow Agent. Escrow Agent shall execute the signature page
for Escrow Agent attached hereto with respect to the provisions of this Section 1.3;
provided, however, that (i) Escrow Agent’s signature hereon shall not be a
prerequisite to the binding nature of this Agreement on Purchaser and Seller, and the same shall
become fully effective upon execution by Purchaser and Seller, and (ii) the signature of Escrow
Agent will not be necessary to amend any provision of this Agreement other than this Section
1.3.



(f) Escrow Agent, as the person responsible for closing the transaction within the meaning of
Section 6045(e)(2)(A) of the Internal Revenue Code of 1986, as amended (the “Code”), shall file all
necessary information, reports, returns, and statements regarding the transaction required by the
Code including, but not limited to, the tax reports required pursuant to Section 6045 of the Code.
Further, Escrow Agent agrees to indemnify and hold Purchaser, Seller, and their respective
attorneys and brokers harmless from and against any Losses (as defined below) resulting from Escrow
Agent’s failure to file the reports Escrow Agent is required to file pursuant to this section.



(g) The provisions of this Section 1.3 shall survive the termination of this
Agreement, and, if not so terminated, the Closing and delivery of the Deed (as defined below) to
Purchaser.



ARTICLE 2




DUE DILIGENCE




2.1 Feasibility Period. Subject to the terms of Article 2 and the rights of
any person or entity entitled to occupy any portion of the Property under a Lease (each, a “Tenant”
and, collectively, “Tenants”), from the Effective Date to and including November 19, 2007 (the
“Feasibility Period”), Purchaser, and its agents, contractors, engineers, surveyors, attorneys, and
employees (collectively, “Consultants”) have had the right from time to time to enter onto the
Property, at Purchaser’s sole cost and expense, to:



(a) conduct and make any and all customary studies, tests, examinations, inquiries,
inspections and investigations (collectively, the “Inspections”) of or concerning the Property
(including, without limitation, engineering and feasibility studies, evaluation of drainage and
flood plain, soil tests for bearing capacity and percolation and surveys, including topographical
surveys);



(b) confirm any and all matters which Purchaser may reasonably desire to confirm with respect
to the Property;



(c) ascertain and confirm the suitability of the property for Purchaser’s intended use of the
Property; and



(d) review the Materials.



2.2 Expiration of Feasibility Period; Approval of the Property. Purchaser
acknowledges and agrees that, prior to the Effective Date, Purchaser has completed its review of
the Property and hereby waives its right to object to any matter concerning the physical condition
of the Property, the Property Contracts, the Leases or the Miscellaneous Property Assets.
Accordingly, (a) the Deposit shall be non-refundable (except in the case of a Termination Event, as
defined below), and (b) Purchaser’s obligation to purchase the Property shall be non-contingent and
unconditional except in the event (i) Seller defaults pursuant to Section 9.2 below, (ii)
Seller fails to satisfy any of Purchaser’s Closing Conditions (as defined below), or (iii)
Purchaser validly terminates this Agreement pursuant to an express right to so terminate set forth
in this Agreement (collectively, a “Termination Event”).



2.3 Conduct of Investigation; Insurance.



(a) Purchaser shall not permit any mechanic’s or materialmen’s liens or any other liens to
attach to the Property by reason of the performance of any work or the purchase of any materials by
Purchaser or any other party in connection with any Inspections conducted by or for Purchaser.
Purchaser shall give notice to Seller a reasonable time prior to entry onto the Property and shall
permit Seller to have a representative present during all Inspections conducted at the Property.
Purchaser shall take all reasonable actions and implement all protections necessary to ensure that
all actions taken in connection with the investigations and Inspections of the Property, and all
equipment, materials and substances generated, used or brought onto the Property pose no material
threat to the safety of persons or the environment and cause no damage to the Property or other
property of Seller or other persons (including, without limitation, Tenants). All information made
available by Seller to Purchaser in accordance with this Agreement or obtained by Purchaser in the
course of its Inspections shall be treated as confidential information by Purchaser, and, prior to
the purchase of the Property by Purchaser, Purchaser shall use commercially reasonable efforts to
prevent its Consultants from divulging such information to any unrelated third parties except as
reasonably necessary to third parties engaged by Purchaser for the limited purpose of analyzing and
investigating such information for the purpose of consummating the transaction contemplated by this
Agreement.



(b) Notwithstanding anything in this Agreement to the contrary, Purchaser shall not be
permitted to perform any invasive tests on the Property without Seller’s prior written consent,
which consent may not be unreasonably withheld, conditioned or delayed. Further, Seller shall have
the right, without limitation, to disapprove any and all entries, surveys, tests (including,
without limitation, a Phase II environmental study of the Property), investigations and other
matters that in Seller’s reasonable judgment could result in any injury to the Property or breach
of any contract, or expose Seller to any Losses or violation of applicable law, or otherwise
adversely affect the Property or Seller’s interest therein.



(c) Purchaser shall use commercially reasonable efforts to minimize disruption to Tenants in
connection with Purchaser’s or its Consultants’ activities pursuant to this Article 2. No
consent by Seller to any such activity shall be deemed to constitute a waiver by Seller or
assumption of liability or risk by Seller.



(d) To the extent that there is any damage to the Property caused by Purchasers Inspections,
Purchaser hereby agrees to restore, at Purchaser’s sole cost and expense, the Property to the same
condition existing immediately prior to Purchaser’s exercise of its rights pursuant to this
Article 2.



(e) Purchaser shall maintain and cause its Consultants to maintain (i) casualty insurance and
commercial general liability insurance with coverages of not less than $1,000,000.00 for injury or
death to any one person and $3,000,000.00 for injury or death to more than one person and
$1,000,000.00 with respect to property damage, and (ii) worker’s compensation insurance for all of
their respective employees in accordance with the law of the state in which the Property is
located. Purchaser shall deliver proof of the insurance coverage required pursuant to this
Section 2.3 to Seller (in the form of a certificate of insurance) prior to Purchaser’s or
Purchaser’s Consultants’ entry onto the Property.



(f) The provisions of this Section 2.3 shall survive the termination of this
Agreement, and, if not so terminated, shall survive (except for the confidentiality provisions of
this Section 2.3) the Closing and delivery of the Deed to Purchaser.



2.4 Purchaser Indemnification. Purchaser shall indemnify, hold harmless and, if
requested by Seller (in Seller’s sole discretion), defend (with counsel approved by Seller) Seller,
the Property’s property manager, the Property’s mortgagee and each of their respective parent and
subsidiary entities, officers, directors, members, managers, partners, affiliates, employees,
agents and representatives and each of their successors and assigns (together with Seller,
collectively, “Seller’s Indemnified Parties”), from and against any and all damages, mechanics’
liens, liabilities, losses, demands, actions, causes of action, claims, costs and expenses
(including reasonable attorneys’ fees) (collectively, “Losses”) caused by Purchaser’s or its
Consultants’ entry onto the Property, and any Inspections or other matters performed by Purchaser
with respect to the Property during the Feasibility Period or otherwise, except for any Losses
against Seller or Seller’s Indemnified Parties based upon obligations and liabilities of Seller,
and any pre-existing liabilities, for matters merely discovered by Purchaser (i.e. latent
environmental contamination).



2.5 Property Materials.



(a) Purchaser acknowledges and agrees that Seller has, prior to the Effective Date, made the
documents set forth on Schedule 2.5 attached hereto (collectively, the “Materials”)
available to Purchaser for review and copying by Purchaser at Purchaser’s sole cost and expense.
To the extent that Purchaser determines that any of the Materials have not been made available or
delivered to Purchaser pursuant to this Section 2.5(a), Purchaser shall notify Seller and
Seller shall use commercially reasonable efforts to deliver the same to Purchaser within one (1)
Business Day after such notification is received by Seller; provided, however, that
under no circumstances will the Feasibility Period be extended.



(b) In providing such information and Materials to Purchaser, other than Seller’s
Representations (as defined below), Seller makes no representation or warranty, express, written,
oral, statutory, or implied, and all such representations and warranties are hereby expressly
excluded and disclaimed. Any information and Materials provided by Seller to Purchaser under the
terms of this Agreement are for informational purposes only and, together with all reports, studies
or other information prepared or compiled for Purchaser by any Consultant or other third-party in
connection with Purchaser’s investigation of the Property (collectively, “Third-Party Reports”),
shall be returned by Purchaser to Seller (or the destruction thereof shall be certified in writing
by Purchaser to Seller) as a condition to the return of the Deposit to Purchaser (if Purchaser is
otherwise entitled to such Deposit pursuant to the terms of this Agreement) if this Agreement is
terminated for any reason. Purchaser shall not in any way be entitled to rely upon the accuracy of
such information and Materials. Purchaser recognizes and agrees that the Materials and other
documents and information delivered or made available by Seller pursuant to this Agreement may not
be complete or constitute all of such documents which are in Seller’s possession or control, but
are those that are readily available to Seller after reasonable inquiry to ascertain their
availability. Purchaser understands that, although Seller will use commercially reasonable efforts
to locate and make available the Materials and other documents required to be delivered or made
available by Seller pursuant to this Agreement, Purchaser will not rely on such Materials or other
documents as being a complete and accurate source of information with respect to the Property, and
will instead in all instances rely exclusively on its own Inspections and Consultants with respect
to all matters which it deems relevant to its decision to acquire, own and operate the Property.



(c) The provisions of this Section 2.5 shall survive the Closing and delivery of the
Deed to Purchaser.



2.6 Contracts. On or before November 30, 2007, Purchaser may deliver written notice
to Seller (the “Property Contracts Notice”) specifying any Contracts which Purchaser desires to
terminate at the Closing (each, a “Terminated Contract,” and, collectively, the “Terminated
Contracts”); provided, however, that (a) the effective date of such termination
after Closing shall be subject to the express terms of such Terminated Contract (and, to the extent
that the effective date of termination of any Terminated Contract is after the Closing Date,
Purchaser shall not be deemed to have assumed any of Seller’s obligations under such Terminated
Contract as of the Closing Date), and (b) to the extent that any such Terminated Contract requires
payment of a penalty or premium for cancellation, Seller shall be solely responsible for the
payment of any such cancellation fees or penalties. If Purchaser fails to deliver the Property
Contracts Notice on or before November 30, 2007, there shall be no Terminated Contracts and
Purchaser shall assume all Contracts at the Closing.



ARTICLE 3




TITLE




3.1 Title Documents. Purchaser acknowledges and agrees that Seller has, prior to the
Effective Date, caused to be delivered to Purchaser a standard form commitment for title insurance
dated November 2, 2007 (the “Title Commitment”) for the Property in an amount equal to the Purchase
Price from Title Insurer for an owner’s title insurance policy (the “Title Policy”) on a standard
American Land Title Association form with the standard pre-printed exceptions (collectively, the
“Standard Exceptions”) deleted, together with copies of all instruments identified as exceptions
therein (together with the Title Commitment, collectively, the “Title Documents”);
provided, however, Seller’s obligation to cause the Standard Exceptions to be
deleted is expressly conditioned upon Purchaser obtaining, at Purchaser’s sole cost and expense, a
new survey of the Property sufficient to enable Title Insurer to commit to delete the Standard
Exceptions. Seller shall be responsible only for payment of the basic premium for the Title
Policy, the cost of any endorsements to cause removal of the Standard Exceptions and the cost of
any endorsements which Seller has expressly agreed, in writing, to provide in order to cure an
Objection (as defined below). Purchaser shall be solely responsible for payment of all other costs
relating to procurement of the Title Commitment, the Title Policy (less the payment of the basic
premium for the Title Policy), and any requested endorsements.



3.2 Survey. Purchaser acknowledges and agrees that Seller has, prior to the Effective
Date, delivered to Purchaser all existing surveys of the Property (if any, the “Existing Survey”)
which to Seller’s knowledge are in Seller’s possession or reasonable control. To the extent that
Purchaser desires that a new survey of the Property be prepared or that the Existing Survey be
updated (the “New Survey”), Purchaser shall be solely responsible for the same, all at Purchaser’s
sole cost and expense.



3.3 Objection and Response Process. On or before November 30, 2007 (the “Objection
Deadline”), Purchaser shall give written notice (the “Objection Notice”) to the attorneys for
Seller of any matter set forth in the Title Documents or the Existing Survey to which Purchaser
objects (the “Objections”) and all items not objected to by Purchaser shall be deemed approved. If
Purchaser fails to tender an Objection Notice on or before the Objection Deadline, Purchaser shall
be deemed to have approved and irrevocably waived any objections to any matters covered by the
Title Documents and the Existing Survey. On or before December 3, 2007 (the “Response Deadline”),
Seller may, in Seller’s sole discretion, give Purchaser notice (the “Response Notice”) of those
Objections which Seller is willing to cure, if any. If Seller fails to deliver a Response Notice
by the Response Deadline, Seller shall be deemed to have elected not to cure or otherwise resolve
any matter set forth in the Objection Notice. If Purchaser is dissatisfied with the Response
Notice, Purchaser may, as its exclusive remedy, elect by written notice given to Seller on or
before December 6, 2007 (the “Final Response Deadline”) or if Seller elects to cure any Objections
and fails prior to one (1) Business Day before Closing to cure such Objection, then Purchaser, as
its exclusive remedy, may elect by written notice given to Seller on or before the Closing, either
(a) to accept the Title Documents and Existing Survey with resolution, if any, of the Objections as
set forth in the Response Notice (or if no Response Notice is tendered, without any resolution of
the Objections) and without any reduction or abatement of the Purchase Price and Purchaser shall be
deemed to have approved such objections, or (b) to terminate this Agreement, in which event the
Deposit shall be returned to Purchaser. If Purchaser fails to give notice to terminate this
Agreement on or before the Final Response Deadline, Purchaser shall be deemed to have elected to
approve and irrevocably waived any objections to any matters covered by the Title Documents or the
Existing Survey, subject only to resolution, if any, of the Objections as set forth in the Response
Notice (or if no Response Notice is tendered, without any resolution of the Objections).



3.4 Permitted Exceptions. The Deed delivered pursuant to this Agreement shall be
subject to the following, all of which, with the exception of the Pre-Disapproved Exceptions (as
defined below), shall be deemed “Permitted Exceptions”:



(a) All matters shown in the Title Documents (including any updates thereto), the Existing
Survey and the New Survey, other than (i) those Objections made by Purchaser under Sections
3.3 or 3.5 (except to the extent cured by Seller or otherwise accepted by Purchaser),
(ii) labor, mechanics’ and materialmen’s liens and taxes accrued, due and/or payable with respect
to the period preceding Closing (except to the extent arising by, through or under Purchaser),
(iii) all mortgages, deeds of trust, or other monetary encumbrances and/or indebtedness (except to
the extent arising by, through or under Purchaser), (iv) the standard exception regarding rights of
parties in possession (except to the extent limited to Tenants pursuant to the Leases as tenant’s
only, with no rights of first refusal or any options to purchase all or any portion of the insured
property), and (v) the standard exception pertaining to taxes and assessments (except to the extent
limited to real property taxes and assessments that have not accrued and are a lien not yet due and
payable) (items (i) through (v) shall be known, collectively, as “Pre-Disapproved Exceptions” and
Seller covenants to cause such Pre-Disapproved Exceptions to be released and reconvened from the
Property and to remove as exceptions to title prior to Closing);



(b) All Tenants, as tenants only, with no rights of first refusal or any options to purchase
all or any portion of the insured property;



(c) Applicable zoning and governmental regulations and ordinances; and



(d) Any defects in or objections to title to the Property, or title exceptions or
encumbrances, arising by, through or under Purchaser.



3.5 New Title Defects. If any matter reported on any update of the Title Commitment
or the New Survey discloses any (a) material (as determined by Purchaser in Purchaser’s good faith
business judgment) encumbrance not disclosed as an exception in the original Title Commitment, (b)
material (as determined by Purchaser in Purchaser’s good faith business judgment) encroachment,
change in the boundary of the Property or other survey defect, in either case that is not a
Permitted Exception, or (c) any other matter which materially and adversely (as determined by
Purchaser in Purchaser’s good faith business judgment) impairs the use, occupancy, operation or
leasing of the Property (in each case, a “New Title Defect”), then Purchaser will have the right to
object in writing to such New Title Defect so long as it delivers notice to Seller within three (3)
Business Days after Purchaser first receives an updated Commitment or the New Survey or such lesser
time as remains between such receipt and the Closing Date, and the process described in Section
3.3 shall apply thereto; provided, however, that if there is not enough time
for the process described in Section 3.3 to be carried out, then Seller shall immediately
respond to Purchaser’s notice and Purchaser shall have the right to either accept the New Defects
or terminate this Agreement pursuant to Section 3.3 at anytime prior to the Closing Date.
Unless Purchaser notifies Seller in writing that it objects to a New Title Defect within the
foregoing time period, each such New Title Defect automatically will constitute an additional
Permitted Exception.



ARTICLE 4




[INTENTIONALLY OMITTED]




ARTICLE 5




CLOSING




5.1 The Closing. The consummation of the purchase and sale and related transactions
contemplated by this Agreement (the “Closing”) shall occur on December 19, 2007 (the “Closing
Date”) through an escrow with Escrow Agent, whereby Seller, Purchaser and their attorneys need not
be physically present at the Closing and may deliver documents by overnight air courier or other
means.



5.2 Seller Closing Deliveries. No later than one (1) Business Day prior to the
Closing Date (unless another date is specifically prescribed by this Section 5.2), Seller
shall deliver to Escrow Agent, each of the following items:



(a) One (1) original Special Warranty Deed (the “Deed”), in the form attached hereto as
Exhibit “B”, subject to the Permitted Exceptions and excluding all Pre-Disapproved
Exceptions, executed by Seller.



(b) Two (2) originals of the Bill of Sale, in the form attached hereto as Exhibit “C”,
executed by Seller.



(c) Two (2) originals of the General Assignment, in the form attached hereto as Exhibit
“D” (the “General Assignment”), executed by Seller.



(d) Two (2) originals of the Assignment of Leases and Security Deposits, in the form attached
hereto as Exhibit “E” (the “Leases Assignment”), executed by Seller.



(e) A notification letter to the Tenants prepared and executed by Seller in the form attached
hereto as Exhibit “F” (the “Tenant Notification Letter”), executed by Seller.



(f) A closing statement executed by Seller.



(g) Any other documents or agreements customarily required of a seller by the Title Company to
issue the Title Policy (with the arbitration provision, the creditor’s rights exclusion and general
exceptions deleted, including, without limitations any affidavit to the non-existence of parties in
possession (other than Tenants under Leases disclosed on the most recent certified Rent Roll, as
tenants only with no right of first refusal or any options to purchase all or any portion of the
Property, and mechanics lien and any “gap” indemnity required by the Title Company).



(h) A certification of Seller’s non-foreign status pursuant to Section 1445 of the Internal
Revenue Code of 1986, as amended.



(i) Resolutions, certificates of good standing and such other organizational documents as
Title Insurer shall reasonably require evidencing Seller’s authority to consummate this
transaction.



(j) An updated certified Rent Roll.



(k) Evidence of the termination (without penalty or liability to Purchaser) of all Terminated
Contracts, no later than two (2) Business Days prior to the Closing.



(l) A closing statement executed by Seller pursuant to the terms of Section 5.4 below.



(m) Any other documents as may be required by this Agreement or as may reasonably be required
to carry out the terms and intent of this Agreement, provided that such documents do not increase
Seller’s liability or result in a material expense to Seller.



5.3 Purchaser Closing Deliveries. No later than one (1) Business Day prior to the
Closing Date (except for the balance of the Purchase Price which is to be delivered at the time
specified in Section 1.2(d)), Purchaser shall deliver to Escrow Agent (for disbursement to
Seller upon the Closing) the following items with respect to the Property being conveyed at the
Closing:



(a) The full Purchase Price (with credit for the Deposit), plus or minus the adjustments or
prorations required by this Agreement.



(b) Any other documents or agreements customarily required of a purchaser by the Title Company
to issue the Title Policy (with the arbitration provision, the creditor’s rights exclusion and
general exceptions deleted, including, without limitations any affidavit to the non-existence of
parties in possession (other than Tenants under Leases disclosed on the most recent certified Rent
Roll, as tenants only with no right of first refusal or any options to purchase all or any portion
of the Property, and mechanics lien and any “gap” indemnity required by the Title Company).



(c) Any declaration or other statement which may be required to be submitted to the local
assessor with respect to the terms of the sale of the Property.



(d) Resolutions, certificates of good standing and such other organizational documents as
Title Insurer shall reasonably require evidencing Purchaser’s authority to consummate this
transaction.



(e) A closing statement executed by Purchaser pursuant to the terms of Section 5.4
below.



(f) Two (2) original countersigned counterparts of the General Assignment, executed by
Purchaser.



(g) Two (2) original countersigned counterparts of the Leases Assignment, executed by
Purchaser.



(h) Any other documents as may be required by this Agreement or as may reasonably be required
to carry out the terms and intent of this Agreement, provided that such documents do not increase
Purchaser’s liability or result in a material expense to Purchaser.



5.4 Closing Prorations and Adjustments.



(a) General. All normal and customarily proratable items, including, without
limitation, collected rents, operating expenses, personal property taxes, and other operating
expenses and fees, shall be prorated as of the Closing Date, Seller being charged or credited, as
appropriate, for all of the same attributable to the period up to the Closing Date (and credited
for any amounts paid by Seller attributable to the period on or after the Closing Date, if assumed
by Purchaser) and Purchaser being responsible for, and credited or charged, as the case may be, for
all of the same attributable to the period on and after the Closing Date. Seller shall prepare, or
shall cause Escrow Agent to prepare, a proration schedule (the “Proration Schedule”) of the
adjustments described in this Section 5.4 two (2) Business Days prior to Closing and Seller
and Purchaser shall mutually agree upon and execute a closing statement on or before one (1)
Business Day prior to the Closing. Such adjustments shall be paid by Purchaser to Seller (if the
prorations result in a net credit to Seller) or by Seller to Purchaser (if the prorations result in
a net credit to Purchaser), by increasing or reducing the cash to be paid by Purchaser at Closing.



(b) Operating Expenses. All of the operating, maintenance, taxes (other than real
estate taxes, such as rental taxes) and other expenses incurred in operating the Property that
Seller customarily pays, and any other costs incurred in the ordinary course of business for the
management and operation of the Property, shall be prorated on an accrual basis. Seller shall pay
all such expenses that accrue prior to Closing and Purchaser shall pay all such expenses that
accrue from and after the Closing Date.



(c) Utilities. The final readings and final billings for utilities will be made if
possible as of the Closing Date, in which case Seller shall pay all such bills as of the Closing
Date and no proration shall be made at the Closing with respect to utility bills. Otherwise, a
proration shall be made based upon the parties’ reasonable good faith estimate and a readjustment
made within 60 days after the Closing, if necessary. Seller shall be entitled to the return of any
deposit(s) posted by it with any utility company, and Seller shall notify each utility company
serving the Property to terminate Seller’s account, effective as of noon on the Closing Date.



(d) Real Estate Taxes. All non-delinquent real estate ad valorem or similar taxes for
the Property for the year of Closing, shall be prorated to the date of Closing, based upon actual
days involved. The proration of real property taxes shall be based upon the assessed valuation and
tax rate figures (assuming payment at the earliest time to allow for the maximum possible discount)
for the year in which the Closing occurs to the extent the same are available. In the event that
actual figures (whether for the assessed value of the Property or for the tax rate) for the year of
Closing are not available at the Closing Date, the proration shall be made using figures from the
preceding year (assuming payment at the earliest time to allow for the maximum possible discount)
and the proration of real property taxes shall be subject to re-adjustment after Closing and Seller
and Purchaser shall promptly pay to the other any amount required as a result of such adjustments.
In the event supplemental taxes for the year of Closing are assessed, such taxes shall also be
subject to proration and re-adjustment after Closing. With respect to any property tax appeals or
reassessments filed by Seller for tax years prior to the year in which the Closing occurs, Seller
shall be entitled to the full amount of any refund or rebate resulting therefrom (subject to any
requirement under any Leases to pay to the tenants thereunder a share of any such refund or rebate,
which Seller shall promptly pay to Purchaser for refunding to such tenants), and with respect to
any property tax appeals or reassessments filed by Seller for the taxes that accrued during the
year in which the Closing occurs, Seller and Purchaser shall share the amount of any rebate or
refund resulting therefrom (after first paying to Seller reasonable costs and expenses incurred by
Seller in pursuing such appeal or reassessment) in proportion to their respective periods of
ownership of the Property for such taxes (subject to any requirement under the Leases to pay to the
tenants thereunder a share of any such refund or rebate, which Seller shall promptly pay to
Purchaser for refunding to such tenants).



(e) Leases.



(i) All collected rent (whether fixed monthly rentals, additional rentals, escalation rentals,
retroactive rentals, operating cost pass-throughs or other sums and charges payable by Tenants
under the Leases), and other income and expenses from any portion of the Property shall be prorated
as of the Closing Date (prorated for any partial month). Purchaser shall receive all collected
rent and income attributable to dates from and after the Closing Date. Seller shall receive all
collected rent and income attributable to dates prior to the Closing Date. Notwithstanding the
foregoing, no prorations shall be made in relation to either (A) non-delinquent rents which have
not been collected as of the Closing Date, or (B) delinquent rents existing, if any, as of the
Closing Date (the foregoing (A) and (B) referred to herein as the “Uncollected Rents”). In
adjusting for Uncollected Rents, no adjustments shall be made in Seller’s favor for rents which
have accrued and are unpaid as of the Closing. Purchaser agrees to bill tenants of the Property
for all Uncollected Rents and to take commercially reasonable actions to collect Uncollected Rents;
provided, however, that Purchaser shall have no obligation to institute any legal
or equitable proceedings, including an action for unlawful detainer, eviction or other proceeding
against a Tenant owing Uncollected Rents). Notwithstanding anything in this Section
5.4(e)(i) to the contrary, Purchaser’s obligation to use commercially reasonable efforts to
collect Uncollected Rents shall be limited to Uncollected Rents of not more than 60 days past due.
Any rents collected from a Tenant after the Closing Date who owes Uncollected Rents as of the
Closing Date shall be applied, first, to Purchaser’s actual third-party costs of collection
incurred with respect to such Uncollected Rents, second, to any arrearage owed by such Tenant as of
the Closing Date not exceeding sixty (60) days, third, to any rents payable by such Tenant after
the Closing Date and thereafter to any arrearage owed by such Tenant as of the Closing Date in the
inverse order of maturity. Any such rents collected by Purchaser which are, pursuant to the
preceding sentence, to be applied to periods prior to the Closing Date shall promptly be paid by
Purchaser to Seller. After the Closing, Seller shall continue to have the right, but not the
obligation, in its own name, to demand payment of and to collect Uncollected Rents owed to Seller
by any Tenant, provided that Purchaser shall not incur any, and Seller shall indemnify, defend and
hold Purchaser harmless against all Losses in connection therewith, and provided further that
Seller shall not commence any legal or equitable proceedings in the nature of an unlawful detainer,
eviction or other proceeding which would have the effect of interfering with any Tenant’s quiet
enjoyment of its leased premises or result in a lien or encumbrance on such leased premises.
Notwithstanding anything to the contrary, Purchaser shall receive a credit for all tenant
improvement allowances, leasing commissions, and all amounts attributable to any free-rent periods,
abatements or other unexpired concessions under all leases and occupancy agreements that extend
beyond the Closing Date to the extent that any such leases or occupancy agreements were not
disclosed to Purchaser in the Materials during the Feasibility Period, excluding any New Leases
approved by Purchaser.



(ii) At Closing, Purchaser shall assign to Purchaser all received and unapplied balance of all
cash (or cash equivalent) Tenant deposits, including, but not limited to, security, damage or other
refundable deposits or required to be paid by any of the Tenants to secure their respective
obligations under the Leases, together, in all cases, with any interest payable to the Tenants
thereunder as may be required by their respective Lease or state law (the “Tenant Security Deposit
Balance”) and transfer such amounts to Purchaser in the form of a credit against the Purchase
Price, but the obligation with respect to the Tenant Security Deposit Balance nonetheless shall be
assumed by Purchaser pursuant to the Leases Assignment. The Tenant Security Deposit Balance shall
not include any non-refundable deposits or fees paid by Tenants to Seller, either pursuant to the
Leases which relate solely to the period prior to the Closing Date.



(iii) In the event that any security deposits are in a form other than cash (the instrument
constituting such security deposits shall be known as, the “Non-Cash Security Deposits”), Seller
will, at Closing cause Purchaser to be named as the beneficiary under the Non-Cash Security
Deposits. Purchaser will not receive a credit against the Purchase Price for such security
deposits. In the event that Purchaser cannot be named the beneficiary under the Non-Cash Security
Deposits as of the Closing Date, a cash escrow equal to the amount of the Non-Cash Security Deposit
will be established at the Closing until the Non-Cash Security Deposits are reissued in Purchaser’s
name. Prior to such time of reissue, Purchaser shall be entitled to draw from such cash escrow in
the event the terms of the relevant lease entitle the Purchaser, as landlord, to draw on the
Non-Cash Security Deposit. Seller and Purchaser shall share equally in the costs of the escrow
established pursuant to this Section 5.4(e)(iii).



(iv) With respect to operating expenses, taxes, utility charges, other operating cost
pass-throughs, retroactive rental escalations, sums or charges payable by Tenants under the Leases,
to the extent that Seller has received as of the Closing payments allocable to periods subsequent
to Closing, the same shall be properly prorated with an adjustment in favor of Purchaser, and
Purchaser shall receive a credit therefor at Closing. With respect to any payments received by
Purchaser after the Closing allocable to Seller prior to Closing, Purchaser shall promptly pay the
same to Seller to the extent specifically provided for in this Section 5.4. If actual
bills for the current billing period are unavailable as of the Closing, then such proration shall
be made on an estimated basis based upon the most recently issued bills, subject to readjustment
upon receipt of actual bills. If actual bills for the current billing period are unavailable as of
the Closing Date, then such proration shall be made on an estimated basis upon the most recently
issued bills, subject to readjustment upon receipt of actual bills.



(f) Insurance. No proration shall be made in relation to insurance premiums and
insurance policies will not be assigned to Purchaser.



(g) Employees. All of Seller’s and Seller’s manager’s on-site employees shall have
their employment at the Property terminated as of the Closing Date.



(h) Closing Costs. Purchaser shall pay any transfer, sales, use, gross receipts or
similar taxes, the cost of recording the Deed (including, without limitation, any documentary
fees), any premiums or fees required to be paid by Purchaser with respect to the Title Policy
pursuant to Section 3.1, and one-half (1/2) of the customary closing costs of Escrow Agent.
Seller shall pay the base premium for the Title Policy to the extent required by Section
3.1, and one-half (1/2) of the customary closing costs of Escrow Agent.



(i) Possession. Possession of the Property, subject to the Leases and Permitted
Exceptions, shall be delivered to Purchaser at the Closing upon release from escrow of all items to
be delivered by Purchaser pursuant to Section 5.3, including, without limitation, the
Purchase Price. To the extent reasonably available to Seller, originals or copies of the Leases,
lease files, warranties, guaranties, operating manuals, keys to the Property, and Seller’s books
and records (other than proprietary information) regarding the Property shall be made available to
Purchaser after the Closing.



(j) Survival. The provisions of this Section 5.4 shall survive the Closing
and delivery of the Deed to Purchaser.



5.5 Post-Closing Adjustments. If the prorations and credits made under the final
executed closing statement shall prove to be incorrect or incomplete for any reason in an aggregate
amount in excess of Five Thousand Dollars ($5,000), then either party shall be entitled to an
adjustment to correct the same; provided, however, that (a) any adjustment shall be
made, if at all, within sixty (60) days after the Closing (except with respect to operating
expenses and taxes, in which case such adjustment shall be made within thirty (30) days after the
information necessary to perform such adjustment is available), and (b) if a party fails to request
an adjustment to the final executed closing statement by a written notice delivered to the other
party within the applicable period set forth above (such notice to specify in reasonable detail the
items within the closing statement that such party desires to adjust and the reasons for such
adjustment), then the prorations and credits set forth in the final executed closing statement
shall be binding and conclusive against such party. The provisions of this Section 5.5
shall survive the Closing and delivery of the Deed to Purchaser.



ARTICLE 6




REPRESENTATIONS AND WARRANTIES; AS IS




6.1 Seller’s Representations. Except, in all cases, for any fact, information or
condition disclosed in the Title Documents, the Permitted Exceptions, the Materials, or the
Third-Party Reports, Seller represents and warrants to Purchaser the following (collectively,
“Seller’s Representations”) as of the Effective Date and as of the Closing Date by appropriate
certificate to Purchaser:



(a) Seller is a limited liability company duly organized, validly existing and in good
standing under the laws of the state of Delaware. Seller is in good standing under the laws of the
state of Colorado. Subject to Section 8.3(d) below, Seller has or at the Closing shall
have the entity power and authority to sell and convey the Property and to execute the documents to
be executed by Seller, and, prior to the Closing, will have taken all limited liability company
actions required for the execution and delivery of this Agreement, and the consummation of the
transactions contemplated by this Agreement. The compliance with or fulfillment of the terms and
conditions hereof will not conflict with, or result in a breach of, the terms, conditions or
provisions of, or constitute a default under, any contract to which Seller is a party or by which
Seller is otherwise bound, which conflict, breach or default would have a material adverse affect
on Seller’s ability to consummate the transaction contemplated by this Agreement or on the
Property. Subject to Section 8.3(d) below, this Agreement is a valid, binding and
enforceable agreement against Seller in accordance with its terms.



(b) To Seller’s knowledge, the information in the Rent Roll is true, correct, and complete.
Seller has or will deliver to Purchaser true, accurate and complete copies of all of the Leases and
there are no leases, subleases, licenses, occupancies or tenancies in effect pertaining to any
portion of the Property, and no persons, tenants or entities occupy space in the Property, except
as stated in the Rent Roll. Except as set forth in the Rent Roll or the Leases, no brokerage
commission or similar fee is due or unpaid by Seller with respect to any Lease, and there are no
written or oral agreements that will obligate Purchaser, as Seller’s assignee, to pay any such
commission or fee under any Lease or extension, expansion or renewal thereof. The Leases and any
guaranties thereof are in full force and effect. To Seller’s knowledge, none of the Tenants is in
default in the observance of any of the material covenants or conditions to be kept, observed or
performed by it under its Lease. Seller has not received from any Tenant under a Lease a written
notice of default by Seller with respect to Seller’s performance of any of its obligations as
landlord under such Lease. No rent or other payments have been collected in advance for more than
one (1) month and no rents or other deposits are held by Seller, except the security deposits
described on the Rent Roll and rent for the current month.



(c) Seller is not a “foreign person,” as that term is used and defined in the Internal Revenue
Code, Section 1445, as amended.



(d) To Seller’s knowledge, there are no actions, proceedings, litigation or governmental
investigations or condemnation actions either pending or threatened against the Property.



(e) To Seller’s knowledge, Seller has not received any written notice from a governmental
agency of any uncured material violations of any federal, state, county or municipal law,
ordinance, order, regulation or requirement affecting the Property.



(f) Seller is not a Prohibited Person (as defined below). As used herein, a “Prohibited
Person” is (i) a person or entity that is listed in the Annex to, or is otherwise subject to the
provisions of, Executive Order No. 13224 on Terrorist Financing (effective September 24, 2001) (the
“Executive Order”), (ii) a person or entity owned or controlled by, or acting for or on behalf of
any person or entity that is listed in the Annex to, or is otherwise subject to the provisions of,
the Executive Order, (iii) a person or entity that is named as a “specially designated national” or
“blocked person” on the most current list published by the U.S. Treasury Department’s Office of
Foreign Assets Control (“OFAC”) at its official website,
http://www.treas.gov/offices/enforcement/ofac, (iv) a person or entity that is otherwise the target
of any economic sanctions program currently administered by OFAC, or (v) a person or entity that is
affiliated with any person or entity identified in clauses (i), (ii), (iii) and/or (iv) of this
Section 6.5(f).



(g) To Seller’s knowledge, there are no unrecorded outstanding rights of first refusal, rights
of reverter or options relating to the purchase of the Property or any interest therein.



(h) There are no on-site employees of Seller at the Property, and following the Closing,
Purchaser shall have no obligation to employ or continue to employ any individual employed by
Seller or its affiliates in connection with the Property.



(i) Except as set forth in the Materials, Seller has not received any written notice from any
governmental or quasi-governmental authority of any violations of any applicable federal, state or
local laws, statutes, rules, regulations, ordinances, orders or requirements (collectively, “Laws”)
noted or issued by any governmental authority having jurisdiction over or affecting the Property,
including, without limitation, Laws relating to Hazardous Materials (as defined in this section).
For purposes of this Agreement, “Hazardous Materials” are substances defined as: “toxic
substances,” “toxic materials,” “hazardous waste,” “hazardous substances,” “pollutants,” or
“contaminants” [as those terms are defined in the Resource, Conservation and Recovery Act of 1976,
as amended (42 U.S.C. § 6901 et. seq.), the Comprehensive Environmental Response Compensation and
Liability Act of 1980, as amended (42 U.S.C. § 9601 et. seq.), the Hazardous Materials
Transportation Act, as amended (49 U.S.C. § 1801 et. seq.), the Toxic Substances Control Act of
1976, as amended (15 U.S.C. § 2601 et. seq.), the Clean Air Act, as amended (42 U.S.C. § 1251 et.
seq.) and any other federal, state or local law, statute, ordinance, rule, regulation, code, order,
approval, policy and authorization relating to health, safety or the environment]; asbestos or
asbestos-containing materials; lead or lead-containing materials; oils; petroleum-derived
compounds; pesticides; or polychlorinated biphenyls. To Seller’s knowledge, no part of the
Property has been previously used by Seller or any Tenant for the storage, manufacture or disposal
of Hazardous Materials in quantities which violate Laws, except as may be disclosed in the
Materials. Except as set forth in the Materials, to Seller’s knowledge, there are no underground
storage tanks of any nature located on any of the Property.



(j) Except for the Leases set forth on the Rent Roll and the Contracts set forth on
Schedule 2.6, to Seller’s knowledge, there are no agreements, written or oral, relating to
the management, leasing, operation, maintenance and/or improvement of the Property or any portion
thereof. Seller has not delivered or received any notice alleging any default in the performance
or observance of any of the covenants, conditions or obligations to be kept, observed or performed
under any of the Contracts. To Seller’s knowledge, Seller has delivered to Purchaser a true,
correct and complete copy of each of the Contracts (including all amendments thereto).



(k) To Seller’s knowledge, the Materials provided to Purchaser constitute all of the material
documents and information that are related to the Property in Seller’s possession or control.



(l) To Seller’s knowledge, (i) Seller has not been assessed any dues or other charges under
the CC&Rs (as defined below) during its period of ownership of the Property, (ii) there are no
outstanding payments due or owing by Seller under the CC&Rs or the REA (as defined below), (iii)
Seller is not in default under the REA or CC&Rs and (iv) Seller has not received any written notice
alleging any default by Seller under either the REA or the CC&Rs.



6.2 AS-IS. Except as otherwise provided for in this Agreement or any other document
executed by Seller and delivered at Closing, the Property is expressly purchased and sold “AS IS,”
“WHERE IS,” and “WITH ALL FAULTS.” The Purchase Price and the terms and conditions set forth
herein are the result of arm’s-length bargaining between entities familiar with transactions of
this kind, and the Purchase Price, terms and conditions reflect the fact that Purchaser shall have
the benefit of, and is not relying upon, any information provided by Seller or statements,
representations or warranties, express or implied, made by or enforceable directly against Seller,
including, without limitation, any relating to the value of the Property, the physical or
environmental condition of the Property, any state, federal, county or local law, ordinance, order
or permit; or the suitability, compliance or lack of compliance of the Property with any
regulation, or any other attribute or matter of or relating to the Property. Except as otherwise
provided for in this Agreement or any other document executed by Seller and delivered at Closing,
Purchaser agrees that Seller shall not be responsible or liable to Purchaser for any defects,
errors or omissions, or on account of any conditions affecting the Property. Except as otherwise
provided for in this Agreement or any other document executed by Seller and delivered at Closing,
Purchaser, its successors and assigns, and anyone claiming by, through or under Purchaser, hereby
fully releases Seller’s Indemnified Parties from, and irrevocably waives its right to maintain, any
and all claims and causes of action that it or they may now have or hereafter acquire against
Seller’s Indemnified Parties with respect to any and all Losses arising from or related to any
defects, errors, omissions or other conditions affecting the Property. Purchaser represents and
warrants that, as of the date hereof and as of the Closing Date, it has and shall have reviewed and
conducted such independent analyses, studies (including, without limitation, environmental studies
and analyses concerning the presence of lead, asbestos, water intrusion and/or fungal growth and
any resulting damage, PCBs and radon in and about the Property), reports, investigations and
inspections as it deems appropriate in connection with the Property. If Seller provides or has
provided any documents, summaries, opinions or work product of consultants, surveyors, architects,
engineers, title companies, governmental authorities or any other person or entity with respect to
the Property, Purchaser and Seller agree that Seller has done so or shall do so only for the
convenience of both parties, Purchaser shall not rely thereon and the reliance by Purchaser upon
any such documents, summaries, opinions or work product shall not create or give rise to any
liability of or against Seller’s Indemnified Parties except in the event of fraud or intentional
misrepresentation. Except as otherwise provided for in this Agreement or any other document
executed by Seller and delivered at Closing, Purchaser shall rely only upon any title insurance
obtained by Purchaser with respect to title to the Property. Except as otherwise provided for in
this Agreement or any other document executed by Seller and delivered at Closing, Purchaser
acknowledges and agrees that no representation has been made and no responsibility is assumed by
Seller with respect to current and future applicable zoning or building code requirements or the
compliance of the Property with any other laws, rules, ordinances or regulations, the financial
earning capacity or expense history of the Property, the continuation of contracts, continued
occupancy levels of the Property, or any part thereof, or the continued occupancy by Tenants of any
Leases or, without limiting any of the foregoing, occupancy at Closing. Prior to Closing, Seller
shall have the right, but not the obligation, to enforce its rights against any and all Property
occupants, guests or Tenants. Purchaser agrees that the departure or removal, prior to Closing, of
any of such guests, occupants or Tenants shall not be the basis for, nor shall it give rise to, any
claim on the part of Purchaser, nor shall it affect the obligations of Purchaser under this
Agreement in any manner whatsoever; and Purchaser shall close title and accept delivery of the Deed
with or without such Tenants in possession and without any allowance or reduction in the Purchase
Price under this Agreement. Purchaser hereby releases Seller’s Indemnified Parties from any and
all claims and liabilities relating to the foregoing matters. Each of Seller’s Indemnified Parties
shall be third-party beneficiaries of this Section 6.2. The provisions of this Section
6.2 shall survive the Closing and delivery of the Deed to Purchaser.



6.3 Survival of Seller’s Representations. Seller and Purchaser agree that Seller’s
Representations shall survive Closing for a period of nine (9) months (the “Survival Period”).
Seller shall have no liability after the Survival Period with respect to Seller’s Representations.
Under no circumstances shall Seller be liable to Purchaser for more than $100,000.00 in any
individual instance or in the aggregate for all breaches of Seller’s Representations, nor shall
Purchaser be entitled to bring any claim for a breach of Seller’s Representations unless the claim
for damages (either in the aggregate or as to any individual claim) by Purchaser exceeds $5,000.00.
In the event that Seller breaches any representation contained in Section 6.1 and
Purchaser had actual, verifiable knowledge of such breach prior to the Closing Date, Purchaser
shall be deemed to have waived any right of recovery, and Seller shall not have any liability in
connection therewith. Notwithstanding the foregoing, Seller acknowledges and agrees that if
Purchaser obtains actual, verifiable knowledge that Seller has breached any representation
contained in Section 6.1, and Seller is unable to cure such breach prior to the Closing
Date, Purchaser may terminate this Agreement, in which event the Deposit shall be returned to
Purchaser. For purposes of this Section 6.3, references to “Purchaser’s knowledge” or
words of similar import shall be deemed to refer to the actual (and not constructive or imputed)
and verifiable knowledge, without duty of investigation or inquiry, of Danny Prosky.



6.4 Definition of Seller’s Knowledge. Any representations and warranties made “to
Seller’s knowledge” shall not be deemed to imply any duty of inquiry. For purposes of this
Agreement, the term “to Seller’s knowledge” shall mean and refer only to actual knowledge of the
Designated Representative (as defined below) of Seller and shall not be construed to refer to the
knowledge of any other partner, officer, director, agent, employee or representative of Seller, or
any affiliate of Seller, or to impose upon such Designated Representative any duty to investigate
the matter to which such actual knowledge or the absence thereof pertains, or to impose upon such
Designated Representative any individual personal liability, except in the event of fraud or
intentional misrepresentation. As used herein, the term “Designated Representative” shall refer to
David H. Naus who is a principal of Seller. Seller hereby represents and warrants that the
Designated Representative is the person who would, in the ordinary course of their responsibilities
as a principal and agent of Seller, receive notice from other principals, agents or employees of
Seller or from other persons or entities of any of the matters described in the representations and
warranties in this Agreement which are limited by the knowledge of Seller. The fact that reference
is made to the personal knowledge of the Designated Representative shall not render the Designated
Representative personally liable for any breach of any of the foregoing representations and
warranties; rather, however, Purchaser’s sole recourse in the event of any such
breach shall be to the assets of Seller, except in the event of fraud or intentional
misrepresentation.



6.5 Representations And Warranties Of Purchaser. For the purpose of inducing Seller
to enter into this Agreement and to consummate the sale and purchase of the Property in accordance
herewith, Purchaser represents and warrants to Seller the following as of the Effective Date and as
of the Closing Date:



(a) Purchaser is a limited liability company duly organized, validly existing and in good
standing under the laws of the state of Virginia.



(b) Purchaser, acting through any of its duly empowered and authorized officers or members,
has all necessary entity power and authority to own and use its properties and to transact the
business in which it is engaged, and has full power and authority to enter into this Agreement, to
execute and deliver the documents and instruments required of Purchaser herein, and to perform its
obligations hereunder; and no consent of any of Purchaser’s partners, directors, officers or
members are required to so empower or authorize Purchaser. The compliance with or fulfillment of
the terms and conditions hereof will not conflict with, or result in a breach of, the terms,
conditions or provisions of, or constitute a default under, any contract to which Purchaser is a
party or by which Purchaser is otherwise bound, which conflict, breach or default would have a
material adverse affect on Purchaser’s ability to consummate the transaction contemplated by this
Agreement. This Agreement is a valid, binding and enforceable agreement against Purchaser in
accordance with its terms.



(c) No pending or, to the knowledge of Purchaser, threatened litigation exists which if
determined adversely would restrain the consummation of the transactions contemplated by this
Agreement or would declare illegal, invalid or non-binding any of Purchaser’s obligations or
covenants to Seller.



(d) Except as otherwise expressly provided for in this Agreement or any other document
executed by Seller and delivered at Closing, Purchaser has not relied on any representation or
warranty made by Seller or any representative of Seller in connection with this Agreement and the
acquisition of the Property.



(e) Purchaser is not a Prohibited Person.



The provisions of this Section 6.5 shall survive the Closing and delivery of the Deed
to Purchaser for the length of the Survival Period.



ARTICLE 7




OPERATION OF THE PROPERTY




7.1 Estoppel Certificates and SNDAs.



(a) Seller shall use commercially reasonable efforts to obtain from each Tenant of the
Property an estoppel certificate (each, a “Tenant Estoppel Certificate”) executed by each Tenant
under each of the Leases, substantially in the form of Exhibit “G-1” attached hereto and
incorporated herein by this reference; provided, however, that if any Tenant is
required or permitted under the terms of its Lease to provide less information or to otherwise make
different statements in a certification of such nature than are set forth on Exhibit “G-1”
attached hereto, then Purchaser shall accept any modifications made to such Tenant Estoppel
Certificate to the extent that such changes are consistent with the minimum requirements set forth
in such Tenant’s Lease; provided, further, however, that if Seller is
unable to obtain any one or more of the Tenant Estoppel Certificates, such failure shall not
constitute a default by Seller hereunder. Seller shall prepare the Tenant Estoppel Certificates
and, prior to distributing the same to the Tenants of the Property for execution, Seller shall
obtain Purchaser’s approval of the same (which approval shall not be unreasonably withheld or
delayed). Purchaser shall respond to Seller’s request for approval of the Tenant Estoppel
Certificates within two (2) Business Days after Seller’s written request. Unless Purchaser shall
deliver written notice to Seller disapproving the Tenant Estoppel Certificates within such
2-Business Day period, Purchaser shall be deemed to have approved the Tenant Estoppel Certificates,
and Seller may proceed to deliver the same to the Tenants of the Property. Should any of the
Tenant Estoppel Certificates (i) contain a material discrepancy (as determined by Purchaser in
Purchaser’s good faith business judgment) from the Rent Roll prepared by Seller and given to
Purchaser pursuant to this Agreement or from the applicable Lease or (ii) disclose an alleged
material breach (as determined by Purchaser in Purchaser’s good faith business judgment) by Seller,
as landlord, under any Lease, then Purchaser may disapprove the Tenant Estoppel Certificates and
terminate this Agreement without default by either party, by giving written notice of its
disapproval within the earlier of (A) three (3) Business Days after receipt of the Tenant Estoppel
Certificates or (B) the Closing Date. If Purchaser does not timely give written notice of its
disapproval of the Tenant Estoppel Certificates as aforesaid, then Purchaser shall be deemed to
have approved the Tenant Estoppel Certificates.



(b) Seller and Purchaser acknowledge and agree that the Property is encumbered by (i) that
certain Cross Access and Parking Easement Agreement dated February 12, 2003, and recorded February
24, 2003 under Reception No. 2003023301 (the “REA”), by and between Seller (as
successor-in-interest to Catholic Health Initiatives Colorado) and CASEY PAJAK and HALINA PAJAK
(collectively, “Lot 2 Owner”) and (ii) that certain Community Declaration for Highlands Ranch
Community Association dated September 1, 1981, and recorded September 17, 1981 in Book 421 at Page
924, as supplemented by that certain Supplemental Declaration for Annexed Property No. 201(B)
(Hospital and Medical Building Sites) dated May 6, 1983 and recorded July 6, 1983 in Book 481 at
Page 951 (as supplemented, collectively, the “CC&Rs”). Seller shall use commercially reasonable
efforts to obtain and deliver to Purchaser no later than two (2) Business Days prior to the Closing
Date, (A) an estoppel certificate from Lot 2 Owner substantially in the form of Exhibit
“G-2” attached hereto (the “REA Estoppel Certificate”) and (B) an estoppel certificate from the
association under the CC&Rs (the “Association”) substantially in the form of Exhibit “G-2”
attached hereto (the “CC&Rs Estoppel Certificate”), both dated no more than thirty (30) days prior
to the Closing Date; provided, however, that if Seller is unable to obtain the REA
Estoppel Certificate or the CC&Rs Estoppel Certificate, such failure shall not constitute a default
by Seller hereunder. Purchaser shall be solely responsible for any and all fees imposed by Lot 2
Owner and/or the Association in connection with the REA Estoppel or the CC&Rs Estoppel.
Notwithstanding anything in this Section 7.1 to the contrary, in no event shall Purchaser’s
receipt of the REA Estoppel Certificate or the CC&Rs Estoppel Certificate be a condition to
Closing.



(c) Commencing promptly after Purchaser’s delivery to Seller of Purchaser’s and/or Purchaser’s
lender form Subordination, Non-Disturbance and Attornment Agreement (“SNDA”), Seller agrees to
request from each Tenant, and to use commercially reasonable efforts, but without being required to
incur any expense (other than the administrative expense customarily incurred in distributing and
collecting the SNDA) to obtain a signed SNDA from each Tenant on or before the Closing Date, and
agrees to deliver to Purchaser copies of each signed SNDA promptly following receipt by Seller;
provided, however, that if Seller is unable to obtain any one or more SNDA, such
failure shall not constitute a default by Seller hereunder. Notwithstanding anything in this
Section 7.1 to the contrary, in no event shall Purchaser’s receipt of any SNDA be a
condition to Closing; provided, however, if a Lease, or a memorandum of any Lease,
has been properly recorded against the Property prior to the Closing, it shall be a condition to
Closing that Seller obtain and deliver to Purchaser, at least two (2) Business Days prior to
Closing, an SNDA from the Tenant under such Lease (each, a “Required SNDA”).



(d) Purchaser acknowledges and agrees that the Lease with James R. Norwood, D.D.S., P.C. (as
amended and assigned, the “Norwood Lease”) is currently scheduled to terminate on December 31,
2007. Accordingly, notwithstanding anything in this Agreement to the contrary, in no event shall
(i) the Tenant under the Norwood Lease constitute a Major Tenant (as defined below) or (ii) Seller
be required to obtain or deliver a Tenant Estoppel Certificate or a SNDA with respect to the
Norwood Lease.



7.2 Leases. From and after the Effective Date, Seller shall not execute or commit to
enter into (i) any new Lease affecting the Property, or (ii) any termination, modification,
amendment or renewal of the Leases except as required pursuant to existing provisions of the Leases
(each, a “New Lease”), without Purchaser’s prior written approval, which approval may be withheld
in Purchaser’s sole discretion. If Seller desires to negotiate the terms of and/or enter into a
New Lease following the Effective Date, Seller shall, prior to executing any New Lease, promptly
provide Purchaser with written documentation reflecting the proposed terms and conditions of any
New Lease and shall permit Purchaser to provide its input thereon. Prior to execution of any New
Lease, Seller shall deliver written notice to Purchaser requesting Purchaser’s approval thereof and
providing therewith the most current draft of the proposed New Lease. Seller also agrees to
provide, prior to the execution of such New Lease, any other information concerning the New Lease
and proposed tenant which Purchaser reasonably requests. Purchaser shall respond to Seller’s
request for approval of the New Lease transaction within two (2) Business Days after the delivery
of Seller’s notice requesting such consent. Unless Purchaser shall deliver written notice to
Seller disapproving the proposed New Lease within such 2 Business Day period, Purchaser shall be
deemed to have disapproved such New Lease transaction for all purposes of this Agreement and Seller
shall not proceed to consummate such New Lease. At Closing, any sums expended by Seller for
leasing commissions or tenant improvements completed after the expiration of the Feasibility Period
and which are approved or deemed approved by Purchaser pursuant to this Agreement in connection
with any New Lease shall be apportioned between Seller and Purchaser based upon the term of such
New Lease for which such sums were expended. If the term of a New Lease is to commence after the
date of the Closing, Seller shall be credited in full at Closing for the sums expended by Seller
for leasing commissions paid or tenant improvements completed after the expiration of the
Feasibility Period made in connection with such New Lease and which is approved or deemed approved
by Purchaser pursuant to this Agreement. Purchaser acknowledges and agrees that (A) Purchaser has
been provided with a fully-executed copy of that that certain Lease dated November 20, 2007 (the
“Renu Lease”), by and between Seller, as landlord, and PATTISHALL ENTERPRISES, INC., a Colorado
corporation d/b/a Renu Laser & Skin Care, as tenant, (B) Purchaser hereby approves the Renu Lease
and (C) the Renu Lease shall be a New Lease for purposes of this Agreement.



7.3 General Operation of Property. Except as specifically set forth in this
Article 7, Seller shall operate the Property after the Effective Date in the ordinary
course of business, and except as necessary in the Seller’s sole discretion to address (a) any life
or safety issue at the Property or (b) any other matter which in Seller’s reasonable discretion
materially adversely affects the use, operation or value of the Property, Seller will not make any
alterations to the Property or remove any Personal Property without the prior written consent of
Purchaser which consent shall not be unreasonably withheld, denied or delayed. Nothing in this
Section 7.3 shall limit, restrict or prohibit Seller, without Purchaser’s consent, from
performing any repair, maintenance or tenant improvement projects which Seller is required to
perform under the Leases.



7.4 Liens. Seller covenants that it will not voluntarily create or cause any lien or
encumbrance to attach to the Property between the Effective Date and the Closing Date (other than
as provided in Section 7.1) unless Purchaser approves such lien or encumbrance, which
approval shall not be unreasonably withheld or delayed. If Purchaser approves any such subsequent
lien or encumbrance, the same shall be deemed a Permitted Exception for all purposes hereunder.



ARTICLE 8




CONDITIONS PRECEDENT TO CLOSING




8.1 Purchaser’s Closing Conditions. Purchaser’s obligation to close under this
Agreement shall be subject to and conditioned upon the fulfillment of each and all of the following
conditions precedent (collectively, “Purchaser’s Closing Conditions”):



(a) Seller shall have delivered to Purchaser, on or before two (2) Business Days prior to the
Closing Date, Tenant Estoppel Certificates dated not more than thirty (30) days prior to the
Closing Date from (i) each Tenant occupying, in aggregate, 5,000 rentable square feet or more of
the Property (each, a “Major Tenant”) and (ii) not less than seventy-five percent (75%) of the
Tenants, based on the rentable square footage of the Property, under the Leases (inclusive of Major
Tenants and exclusive of the Norwood Lease). All Tenant Estoppel Certificates received by
Purchaser shall be in the form required pursuant to Section 7.1(a) above. The information
set forth in the Tenant Estoppel Certificates shall be deemed to modify Seller’s Representations.
In the event Seller cannot for any reason obtain a Tenant Estoppel Certificate from a sufficient
number of Tenants to satisfy the percentage set forth above, then, in lieu of up to ten percent
(10%) thereof, Seller shall deliver to Purchaser a certificate pertaining to up to ten percent
(10%) of those Tenants necessary to satisfy the percentage set forth above covering the same
matters that would have been set forth in the Tenant Estoppel Certificate (and if, after the
Closing, Seller delivers to Purchaser a Tenant Estoppel Certificate from a Tenant for whom Seller
executed a Seller’s certification at the Closing, then Seller thereafter shall be released from
said certification). Subject to the preceding sentence, Seller’s liability in connection with any
Seller certificate shall not merge into any instrument or conveyance delivered at the Closing;
provided, however, that Seller’s liability under each Seller’s certification shall
expire and be of no further force or effect on the date that Purchaser receives a Tenant Estoppel
Certificate from any such Tenant;



(b) Seller shall have delivered to Purchaser, on or before two (2) Business Days prior to the
Closing Date, any Required SNDA (if any);



(c) All of the documents required to be delivered by Seller to Purchaser at the Closing
pursuant to the terms and conditions hereof shall have been delivered;



(d) Each of Seller’s Representations shall be true in all material respects as of the Closing
Date and confirmed by an appropriate certificate;



(e) Seller shall have complied with, fulfilled and performed in all material respects each of
the covenants, terms and conditions to be complied with, fulfilled or performed by Seller
hereunder;



(f) Seller shall not be a debtor in any bankruptcy proceeding nor shall have been in the last
6 months a debtor in any bankruptcy proceeding; and



(g) All Non-Cash Security Deposits must be reissued in Purchaser’s name or else a cash escrow
equal to all Non-Cash Security Deposit must be established until such Non-Cash Security Deposits
are reissued in Purchaser’s name. Prior to such time as all Non-Cash Security Deposits are
reissued, Purchaser shall be entitled to draw from such cash escrow in the event the terms of the
relevant lease entitle the Purchaser, as landlord, to draw on the Non-Cash Security Deposits. The
provisions of this Section 8.1(g) shall survive the Closing Date.



(h) On the Closing Date, the Title Company shall be unconditionally obligated and prepared,
subject to the payment of the applicable title insurance premium and other related charges, to
issue to Purchaser the Title Policy (subject to the Permitted Exceptions and excluding all
Pre-Disapproved Exceptions).



Purchaser assumes full responsibility to obtain the funds required for settlement, and
Purchaser’s acquisition of such funds shall not be a contingency to the Closing.
Notwithstanding anything in this Agreement to the contrary, there are no other conditions on
Purchaser’s obligation to close under this Agreement except as expressly set forth in this
Section 8.1.



8.2 Failure of Purchaser’s Closing Conditions. If any of Purchaser’s Closing
Conditions are not met, Purchaser may either (a) waive any of Purchaser’s Closing Conditions and
proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price, or (b)
if such failure constitutes a default by Seller, exercise any of its remedies pursuant to
Section 9.2 below.



8.3 Seller’s Closing Conditions. Without limiting any of the rights of Seller
elsewhere provided for in this Agreement, Seller’s obligation to close with respect to conveyance
of the Property under this Agreement shall be subject to and conditioned upon the fulfillment of
each and all of the following conditions precedent (collectively, “Seller’s Closing Conditions”):



(a) All of the documents and funds required to be delivered by Purchaser to Seller at the
Closing pursuant to the terms and conditions hereof shall have been delivered;



(b) Each of the representations, warranties and covenants of Purchaser contained herein shall
be true in all material respects as of the Closing Date;



(c) Purchaser shall have complied with, fulfilled and performed in all material respects each
of the covenants, terms and conditions to be complied with, fulfilled or performed by Purchaser
hereunder;



(d) Seller shall have received all consents, documentation and approvals necessary to
consummate and facilitate the transactions contemplated hereby, including, without limitation, a
tax free exchange pursuant to Section 13.23 below (and the amendment of Seller’s limited
liability company or other organizational documents in connection therewith), (i) from Seller’s
partners, members, managers, shareholders or directors to the extent required by Seller’s
organizational documents, and (ii) as required by law; and



(e) There shall not be pending or, to the knowledge of either Purchaser or Seller, any
litigation or threatened litigation which, if determined adversely, would restrain the consummation
of any of the transactions contemplated by this Agreement or declare illegal, invalid or nonbinding
any of the covenants or obligations of the Purchaser.



8.4 Failure of Seller’s Closing Conditions. If any of Seller’s Closing Conditions are
not met, Seller may either (a) waive any of Seller’s Closing Conditions and proceed to Closing on
the Closing Date with no offset or deduction from the Purchase Price, or (b) terminate this
Agreement, and, if such failure constitutes a default by Purchaser, exercise any of Seller’s
remedies pursuant to Section 9.1 below. Nothing in this Article 8 shall limit or
otherwise modify Seller’s right under Section 5.1 above.



ARTICLE 9




DEFAULTS AND REMEDIES




9.1 Purchaser Default. If Purchaser defaults in its obligations hereunder to (a)
deliver to Seller the deliveries specified under Section 5.3 on the date required
thereunder, or (b) deliver the Purchase Price at the time required by Section 1.2(d) and
close on the purchase of the Property on the Closing Date, then, immediately and without notice or
cure, Purchaser shall forfeit the Deposit, and Escrow Agent shall deliver the Deposit to Seller,
and neither party shall be obligated to proceed with the purchase and sale of the Property. If
Purchaser defaults in any of its other representations, warranties or obligations under this
Agreement, and such default continues for more than ten (10) days after written notice from Seller,
then Purchaser shall forfeit the Deposit, and Escrow Agent shall deliver the Deposit to Seller, and
neither party shall be obligated to proceed with the purchase and sale of the Property. The
Deposit is liquidated damages and recourse to the Deposit is, except for Purchaser’s indemnity and
confidentiality obligations hereunder, Seller’s sole and exclusive remedy for Purchaser’s failure
to perform its obligation to purchase the Property or breach of a representation or warranty.
Seller expressly waives the remedies of specific performance and additional damages for such
default by Purchaser. The foregoing notwithstanding, no right to cure shall extend the Closing
Date. SELLER AND PURCHASER ACKNOWLEDGE THAT SELLER’S DAMAGES WOULD BE DIFFICULT TO DETERMINE, AND
THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLER’S DAMAGES RESULTING FROM A DEFAULT BY PURCHASER
IN ITS OBLIGATION TO PURCHASE THE PROPERTY. SELLER AND PURCHASER FURTHER AGREE THAT THIS
SECTION 9.1 IS INTENDED TO AND DOES LIQUIDATE THE AMOUNT OF DAMAGES DUE SELLER, AND SHALL
BE SELLER’S EXCLUSIVE REMEDY AGAINST PURCHASER, BOTH AT LAW AND IN EQUITY, ARISING FROM OR RELATED
TO A BREACH BY PURCHASER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS
CONTRACT, OTHER THAN WITH RESPECT TO PURCHASER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS
HEREUNDER.



9.2 Seller Default. If Seller, prior to the Closing, defaults in its representations,
warranties, covenants, or obligations under this Agreement, including to sell the Property as
required by this Agreement and such default continues for more than ten (10) days after written
notice from Purchaser, then, at Purchaser’s election and as Purchaser’s sole and exclusive remedy,
either (a) this Agreement shall terminate, and all payments and things of value, including the
Deposit, provided by Purchaser hereunder shall be returned to Purchaser and Purchaser shall have
the right to recover from Seller an amount equal to the lesser of (i) Purchaser’s actual
out-of-pocket costs and expenses incurred in connection with this transaction or (ii) $50,000.00,
or (b) Purchaser may seek specific performance of Seller’s obligation to deliver the Deed pursuant
to this Agreement (but not damages). The foregoing notwithstanding, no right to cure shall extend
the Closing Date. SELLER AND PURCHASER FURTHER AGREE THAT THIS SECTION 9.2 IS INTENDED TO
AND DOES LIMIT THE AMOUNT OF DAMAGES DUE PURCHASER AND THE REMEDIES AVAILABLE TO PURCHASER, AND
SHALL BE PURCHASER’S EXCLUSIVE REMEDY AGAINST SELLER, BOTH AT LAW AND IN EQUITY ARISING FROM OR
RELATED TO A BREACH BY SELLER OF ITS REPRESENTATIONS, WARRANTIES, OR COVENANTS OR ITS OBLIGATION TO
CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS CONTRACT. UNDER NO CIRCUMSTANCES MAY PURCHASER
SEEK OR BE ENTITLED TO RECOVER ANY SPECIAL, CONSEQUENTIAL, PUNITIVE, SPECULATIVE OR INDIRECT
DAMAGES, ALL OF WHICH PURCHASER SPECIFICALLY WAIVES, FROM SELLER FOR ANY BREACH BY SELLER, OF ITS
REPRESENTATIONS, WARRANTIES OR COVENANTS OR ITS OBLIGATIONS UNDER THIS CONTRACT. PURCHASER
SPECIFICALLY WAIVES THE RIGHT TO FILE ANY LIS PENDENS OR ANY LIEN AGAINST THE PROPERTY UNLESS AND
UNTIL IT HAS IRREVOCABLY ELECTED TO SEEK SPECIFIC PERFORMANCE OF THIS CONTRACT AND HAS FILED AN
ACTION SEEKING SUCH REMEDY.



ARTICLE 10




RISK OF LOSS




10.1 Major Damage. In the event that the Property is damaged or destroyed by fire or
other casualty prior to Closing, and (a) any Tenant may terminate its Lease as a result of such
damage or destruction, or (b) the cost of repair is more than $300,000.00 (which cost shall be
deemed to include reasonably anticipated post-Closing rental loss through to completion of such
repair), then Seller shall have no obligation to repair such damage or destruction and shall notify
Purchaser in writing of such damage or destruction (the “Damage Notice”). Within ten (10) Business
Days after Purchaser’s receipt of the Damage Notice, Purchaser may elect at its option to terminate
this Agreement by delivering written notice to Seller. In the event Purchaser fails to terminate
this Agreement within the foregoing 10-Business Day period, this transaction shall be closed in
accordance with the terms of this Agreement for the full Purchase Price, notwithstanding any such
damage or destruction; provided, that Seller’s interest in all proceeds of insurance, including,
without limitation, all rental interruption insurance, payable by reason of such damage or
destruction shall be assigned to Purchaser as of the Closing Date or credited to Purchaser if
previously received by Seller, and Purchaser shall receive a credit toward the Purchase Price for
any cost of repair and/or restoration not covered by such insurance (whether by reason of insurance
deductible, co-insurance, uninsured casualty or otherwise).



10.2 Minor Damage. In the event that the Property is damaged or destroyed by fire or
other casualty prior to the Closing, and (a) no Tenant may terminate its Lease as a result of such
damage or destruction, and (b) the cost of repair is equal to or less than $300,000.00 (which cost
shall be deemed to include reasonably anticipated post-Closing rental loss through to completion of
such repair), this transaction shall be closed in accordance with the terms of this Agreement,
notwithstanding the damage or destruction; provided, that Seller’s interest in all proceeds of
insurance, including, without limitation, all rental interruption insurance, payable by reason of
such damage or destruction shall be assigned to Purchaser as of the Closing Date or credited to
Purchaser if previously received by Seller, and Purchaser shall receive a credit toward the
Purchase Price for any cost of repair and/or restoration not covered by such insurance (whether by
reason of insurance deductible, co-insurance, uninsured casualty or otherwise).



ARTICLE 11




EMINENT DOMAIN




In the event that, at the time of Closing, any material part of the Property is (or previously
has been) acquired, or is about to be acquired, by any governmental agency by the powers of eminent
domain or transfer in lieu thereof (or in the event that at such time there is any notice of any
such acquisition or intent to acquire by any such governmental agency), Purchaser shall have the
right, at Purchaser’s option, to terminate this Agreement by giving written notice within ten (10)
Business Days after Purchaser’s receipt from Seller of notice of the occurrence of such event, and
if Purchaser so terminates this Agreement, Purchaser shall recover the Deposit hereunder. If
Purchaser fails to terminate this Agreement within such 10 Business Day period, this transaction
shall be closed in accordance with the terms of this Agreement for the full Purchase Price and
Purchaser shall receive the full benefit of any condemnation award.



ARTICLE 12




BROKERAGE




Seller and Purchaser each represents and warrants to the other (i) CB Richard Ellis (“Seller’s
Broker”), as Seller’s exclusive agent, in connection with this Agreement and (ii) that it has not
dealt with or utilized the services of any other real estate broker, sales person or finder in
connection with this Agreement. Upon the Closing of the transaction contemplated hereby, and not
otherwise, a commission (to be payable out of the proceeds of the sale received by Seller at
Closing) shall be payable to Seller’s Broker pursuant to the terms of Seller’s listing agreement
with Seller’s Broker. Each party agrees to indemnify, hold harmless, and, if requested in the sole
and absolute discretion of the indemnitee, defend (with counsel approved by the indemnitee) the
other party from and against all Losses relating to brokerage commissions and finder’s fees arising
from or attributable to the acts or omissions of the indemnifying party. The provisions of this
Article 12 shall survive the termination of this Agreement, and if not so terminated, the
Closing and delivery of the Deed to Purchaser.



ARTICLE 13




GENERAL PROVISIONS




13.1 Governing Law; Venue. This Agreement and the legal relations between the parties
hereto shall be governed by and construed and enforced in accordance with the laws of the state of
Colorado, without regard to its principles of conflicts of law. All claims, disputes and other
matters in question arising out of or relating to this Agreement, or the breach thereof, shall be
decided by proceedings instituted and litigated in a court of competent jurisdiction in the state
of Colorado, and the parties hereto expressly consent to the venue and jurisdiction of such court.



13.2 Exhibits and Schedules. All exhibits and schedules attached hereto are hereby
incorporated by reference as though set out in full herein.



13.3 Entire Agreement. This Agreement, including the exhibits and schedules attached
hereto, constitutes the entire agreement between Purchaser and Seller pertaining to the subject
matter hereof and supersedes all prior agreements, understandings, letters of intent, negotiations
and discussions, whether oral or written, of the parties, and there are no warranties,
representations or other agreements, express or implied, made to any party by any other party in
connection with the subject matter hereof except as specifically set forth herein or in the
documents delivered pursuant hereto or in connection herewith.



13.4 Binding Effect. Subject to Section 13.5 below, this Agreement shall be
binding upon and inure to the benefit of Seller and Purchaser, and their respective successors,
heirs and permitted assigns.



13.5 Assignability. Seller shall not assign any of its rights, title or interest in,
to or under this Agreement, without obtaining Purchaser’s approval, which shall not be unreasonably
withheld or delayed provided that Seller is not released from its liability hereunder. This
Agreement is not assignable by Purchaser without first obtaining the prior written approval of
Seller, except that Purchaser may assign this Agreement to one or more entities without obtaining
Seller’s approval so long as (a) Purchaser is an “affiliate” (as defined below) of the purchasing
entity(ies), (b) Purchaser is not released from its liability hereunder, and (c) Purchaser provides
written notice to Seller of any proposed assignment no later than three (3) Business Days prior to
the Closing Date. As used herein, an “affiliate” is a person or entity controlled by, under common
control with, or controlling another person or entity, or a publicly registered company or the
subsidiary of a publicly registered company that is managed by, sponsored by or under common
control with Purchaser or Purchaser’s principals. In the event that Purchaser assigns this
Agreement (in accordance with and subject to the terms and conditions of this Section 13.5)
to a publicly registered company or the subsidiary of a publicly registered company that is managed
by, sponsored by or under common control with Purchaser or Purchaser’s principals, the assignee
will be required to make certain filings with the Securities and Exchange Commission (the “SEC
Filings”) that relate to the most recent pre-acquisition fiscal year (the “Audited Year”) and the
current fiscal year through the date of acquisition (the “Stub Period”) for the Property. To
assist the assignee in preparing the SEC Filings, the Seller agrees to provide the assignee with
the following (provided that doing so does not increase Seller’s liability or result in a material
expense to Seller and only to the extent that the same exist or are in Seller’s possession or
reasonable control): (i) access to bank statements for the Audited Year and Stub Period; (ii) rent
roll as of the end of the Audited Year and Stub Period; (iii) operating statements for the Audited
Year and Stub Period; (iv) access to the general ledger for the Audited Year and Stub Period; (v)
cash receipts schedule for each month in the Audited Year and Stub Period; (vi) access to invoices
for expenses and capital improvements in the Audited Year and Stub Period; (vii) accounts payable
ledger and accrued expense reconciliations in the Audited Year and Stub Period; (viii) check
register for the three (3) months following the Audited Year and Stub Period; (ix) the Leases and
five (5) year lease schedules, to the extent applicable; (x) copies of all insurance documentation
for the Audited Year and Stub Period; (xi) copies of accounts receivable aging as of the end of the
Audited Year and Stub Period along with an explanation for all accounts over thirty (30) days past
due as of the end of the Audited Year and Stub Period; and (xii) a signed representation letter in
the form attached hereto as Schedule 13.5. Notwithstanding anything in this Agreement to
the contrary, in no event shall Seller’s compliance with this Section 13.5 be a condition
to closing and under no circumstances will the Closing Date be extended in connection therewith.
The provisions of the foregoing three (3) sentences shall survive the Closing.



13.6 Amendments in Writing. This Agreement shall not be amended, altered, changed,
modified, supplemented or rescinded in any manner except by a written contract executed by all of
the parties; provided, however, that, as provided in Section 1.3 above, the
signature of Escrow Agent shall not be required as to any amendment of this Agreement other than an
amendment of Section 1.3.



13.7 Waiver. No delay or omission to exercise any right or power accruing upon any
default, omission or failure of performance hereunder shall impair any right or power or shall be
construed to be a waiver thereof, but any such right and power may be exercised from time to time
and as often as may be deemed expedient. No waiver, amendment, release, or modification of this
Agreement shall be established by conduct, custom or course of dealing and all waivers must be in
writing and signed by the waiving party.



13.8 Attorneys’ Fees. In the event that any party hereto brings an action or
proceeding against any other party to enforce or interpret any of the covenants, conditions,
agreements or provisions of this Agreement, the prevailing party in such action or proceeding shall
be entitled to recover all reasonable costs and expenses of such action or proceeding, including,
without limitation, attorneys’ fees, charges, disbursements and the fees and costs of expert
witnesses.



13.9 Expenses. Subject to the provision for payment of closing costs in accordance
with the terms of Section 5.4 hereof and any other provision of this Agreement, whether or
not the transactions contemplated by this Agreement shall be consummated, all fees and expenses
incurred by any party hereto in connection with this Agreement shall be borne by such party.



13.10 Further Assurances. In addition to the actions recited herein and contemplated
to be performed, executed, and/or delivered by Seller and Purchaser, Seller and Purchaser agree to
perform, execute and/or deliver or cause to be performed, executed and/or delivered at or after the
Closing any and all such further acts, instruments, deeds and assurances as may be reasonably
required to consummate the transactions contemplated hereby.



13.11 Severability. In the event that any part of this Agreement shall be held to be
invalid or unenforceable by a court of competent jurisdiction, such provision shall be reformed and
enforced to the maximum extent permitted by law. If such provision cannot be reformed, it shall be
severed from this Agreement and the remaining portions of this Agreement shall be valid and
enforceable..



13.12 Construction. This Agreement shall not be construed more strictly against one
party hereto than against any other party hereto merely by virtue of the fact that it may have been
prepared by counsel for one of the parties.



13.13 Captions; Headings. The captions, headings and arrangements used in this
Agreement are for convenience only and do not in any way affect, limit, amplify or modify the terms
and provisions hereof.



13.14 Number And Gender Of Words. Whenever herein the singular number is used, the
same shall include the plural where appropriate, and words of any gender shall include each other
gender where appropriate.



13.15 Time Of The Essence. It is expressly agreed by the parties hereto that time is
of the essence with respect to all matters contemplated by this Agreement.



13.16 Business Days; Time Period. As used herein, the term “Business Day” shall mean
a day that is not a Saturday, Sunday or legal holiday. In computing any period of time under this
Agreement, the date of the act or event from which the designated period of time begins to run
shall not be included. The last day of the period so computed shall be included unless it is a
Business Day, in which event the date for performance thereof shall be extended to the next
Business Day.



13.17 No Personal Liability of Officers, Trustees or Directors. Purchaser
acknowledges that this Agreement is entered into by Seller which is a Delaware limited liability
company, and Purchaser agrees that none of Seller’s Indemnified Parties shall have any personal
liability under this Agreement or any document executed in connection with the transactions
contemplated by this Agreement. Seller acknowledges that this Agreement is entered into by
Purchaser which is a Virginia limited liability company, and Seller agrees that none of Purchaser,
Purchaser’s property manager, Purchaser’s mortgagee and each of their respective parent and
subsidiary entities, officers, directors, members, managers, partners, affiliates, employees,
agents and representatives and each of their successors and assigns shall have any personal
liability under this Agreement or any document executed in connection with the transactions
contemplated by this Agreement.



13.18 No Exclusive Negotiations. Seller shall have the right, at all times prior to
the expiration of the Feasibility Period, to solicit backup offers and enter into discussions,
negotiations or any other communications concerning or related to the sale of the Property with any
third-party; provided, however, that such communications are subject to the terms
of this Agreement, and that Seller shall not enter into any contract or binding Agreement with a
third-party for the sale of the Property unless such Agreement is contingent on the termination of
this Agreement without the Property having been conveyed to Purchaser.



13.19 No Recording. Purchaser shall not cause or allow this Agreement or any contract
or other document related hereto, nor any memorandum or other evidence hereof, to be recorded or
become a public record without Seller’s prior written consent, which consent may be withheld at
Seller’s sole discretion. If the Purchaser records this Agreement or any other memorandum or
evidence thereof, Purchaser shall be in default of its obligations under this Agreement. Purchaser
hereby appoints the Seller as Purchaser’s attorney-in-fact to prepare and record any documents
necessary to effect the nullification and release of the Agreement or other memorandum or evidence
thereof from the public records. This appointment shall be coupled with an interest and
irrevocable.



13.20 Relationship of Parties. Purchaser and Seller acknowledge and agree that the
relationship established between the parties pursuant to this Agreement is only that of a seller
and a purchaser of property. Neither Purchaser nor Seller is, nor shall either hold itself out to
be, the agent, employee, joint venturer or partner of the other party.



13.21 Confidentiality. Purchaser and Seller shall not disclose the terms and
conditions contained in this Agreement and shall keep the same confidential; provided,
however, that Purchaser and Seller may disclose the terms and conditions of this Agreement
(a) as required by law, (b) to consummate the terms of this Agreement or any financing relating
thereto or (c) to Purchaser’s or Seller’s lenders, attorneys and accountants and other consultants.
Any information and Materials shared between the parties hereunder are confidential and Purchaser
and Seller shall be prohibited from making such information public to any other person or entity
other than its agents and legal representatives, without the other party’s prior written
authorization, which may be granted or denied in such party’s sole discretion. Unless and until
the Closing occurs, Purchaser shall not market the Property (or any portion thereof) to any
prospective purchaser or lessee without the prior written consent of Seller, which consent may be
withheld in Seller’s sole discretion.



13.22 Counterparts; Facsimile/.pdf Signatures. This Agreement may be executed in a
number of identical counterparts. This Agreement may be executed by facsimile and/or .pdf
signatures which shall be binding on the parties hereto, with original signatures to be delivered
as soon as reasonably practical thereafter.



13.23 1031 Exchange. Seller and Purchaser acknowledge and agree that the purchase and
sale of the Property may be part of a tax-free exchange under Section 1031 of the Code for either
Purchaser or Seller. Each party hereby agrees to take all reasonable steps on or before the
Closing Date to facilitate such exchange if requested by the other party, provided that (a) no
party making such accommodation shall be required to acquire any substitute property, (b) such
exchange shall not affect the representations, warranties, liabilities and obligations of the
parties to each other under this Agreement, (c) no party making such accommodation shall incur any
additional cost, expense or liability in connection with such exchange and (d) no dates in this
Agreement will be extended as a result thereof. Notwithstanding anything to the contrary contained
in the foregoing, if Seller so elects to close the transfer of the Property as an exchange, then
(i) Seller, at its sole option, may delegate its obligations to transfer the Property under this
Agreement, and may assign its rights to receive the Purchase Price from Purchaser, to a deferred
exchange intermediary (an “Intermediary”) or to an exchange accommodation titleholder, as the case
may be, (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the
obligations under this Agreement, (iii) Seller shall remain fully liable for its obligations under
this Agreement as if such delegation and assignment shall not have taken place, (iv) Intermediary
or exchange accommodation titleholder, as the case may be, shall have no liability to Purchaser and
(v) the closing of the transfer of the Property to Purchaser shall be undertaken by direct deed
from Seller (or, if applicable, from other affiliates of Seller whom Seller will cause to execute
such deeds) to Purchaser or to exchange accommodation titleholder, as the case may be.
Notwithstanding anything to the contrary contained in the foregoing, if Purchaser so elects to
close the acquisition of the Property as an exchange, then (A) Purchaser, at its sole option, may
delegate its obligations to acquire the Property under this Agreement, and may assign its rights to
receive the Property from Seller, to an Intermediary or to an exchange accommodation titleholder,
as the case may be, (B) such delegation and assignment shall in no way reduce, modify or otherwise
affect the obligations of Purchaser pursuant to this Agreement, (C) Purchaser shall remain fully
liable for its obligations under this Agreement as if such delegation and assignment shall not have
taken place, (D) Intermediary or exchange accommodation titleholder, as the case may be, shall have
no liability to Seller and (E) the closing of the acquisition of the Property by Purchaser or the
exchange accommodation titleholder, as the case may be, shall be undertaken by direct deed from
Seller (or, if applicable, from other affiliates of Seller whom Seller will cause to execute such
deeds) to Purchaser (or to exchange accommodation titleholder, as the case may be).



13.24 Survival. Except for (a) all of the provisions of this Article 13
(other than Sections 13.18 and 13.23), (b) any provision of this Agreement which
expressly states that it shall so survive and (c) any payment obligation of Purchaser or Seller
under this Agreement (the foregoing (a), (b) and (c) referred to herein collectively as the
“Survival Provisions”), none of the terms and provisions of this Agreement shall survive the
termination of this Agreement, and, if the Agreement is not so terminated, all of the terms and
provisions of this Agreement (other than the Survival Provisions) shall be merged into the Closing
documents and shall not survive the Closing.



13.25 Notices. All notices, consents, reports, demands, requests and other
communications required or permitted hereunder (“Notices”) shall be in writing, and shall be: (a)
personally delivered with a written receipt of delivery; (b) sent by a nationally recognized
overnight delivery service requiring a written acknowledgement of receipt or providing a
certification of delivery or attempted delivery; (c) sent by certified or registered mail, return
receipt requested; or (d) sent by confirmed facsimile transmission, PDF or e-mail with an original
copy thereof transmitted to the recipient by one of the means described in subsections (a) through
(c) no later than three (3) Business Days thereafter. All Notices shall be deemed effective when
actually delivered as documented in a delivery receipt; provided, however, that if
the Notice was sent by overnight courier or mail as aforesaid and is affirmatively refused or
cannot be delivered during customary business hours by reason of the absence of a signatory to
acknowledge receipt, or by reason of a change of address with respect to which the addressor did
not have either knowledge or written notice delivered in accordance with this section, then the
first attempted delivery shall be deemed to constitute delivery; and provided,
further, however, that Notices given by facsimile, PDF or e-mail shall be deemed given when
received by facsimile, PDF or email, as the case may be. Each party shall be entitled to change
its address for Notices from time to time by delivering to the other party Notice thereof in the
manner herein provided for the delivery of Notices. All Notices shall be sent to the addressee at
its address set forth following its name below:



	 	 	 	 	 
	If to Seller:
	 	and to:
	BRCP Highlands Ranch, LLC
	 	BRCPHighlands Ranch, LLC
	c/o Equity West Investment Partners
	 	c/o Broadreach Capital Partners
	1999 Broadway, Suite 750
	 	248 Homer Avenue
	Denver, CO 80202
	 	Palo Alto, CA  94301
	Attn: David H. Naus
	 	Attn:  Eugene (Gene) C. Payne
	Phone: 303.573.0100
	 	Phone:  650.331.2500
	Fax: 303.573.0101
	 	Fax:  650.331.2529
	E-Mail: dnaus@equitywest.net
	 	E-Mail:  gpayne@broadreachcp.com
	 
	 	 	 	 
	with copies to:
Brownstein Hyatt Farber Schreck, P.C.
410 17th Street, Suite 2200
Denver, CO 80202-4437
Attn: Aaron M. Hyatt, Esq.
Phone: 303.223.1100
Fax: 303.223.1111
E-Mail: ahyatt@bhfs.com

	 

	If to Purchaser:
	 	with copies to:
	Triple Net Properties, LLC
	 	Cox, Castle & Nicholson LLP
	1551 North Tustin Ave., Suite 300
	 	2049 Century Park East, 28th Floor
	Santa Ana, CA 92705
	 	Los Angeles, CA 90067
	Attn: Danny Prosky
	 	Attn:  Joseph E. Magri, Esq.
	Phone: 714.836.5263
	 	Phone:  310.284.2262
	Fax: 714.667.6860
	 	Fax:  310.277.7889
	E-Mail: dprosky@1031nnn.com
	 	E-Mail: jmagri@coxcastle.com
	 
	 	 	 	 






Any notice required hereunder to be delivered to Escrow Agent or Title Insurer shall be delivered
in accordance with the above provisions as follows:



	 	 	 	 	 
	If to Escrow Agent:
	 	If to Title Insurer:
	LandAmerica Commercial Services
	 	LandAmerica Commercial Services
	915 Wilshire Blvd, Suite 2100
	 	915 Wilshire Blvd, Suite 2100
	Los Angeles, CA 90017
	 	Los Angeles, CA 90017
	Attn: Lois McCauley
	 	Attn:  Laura Peters
	Phone: 213.330.3025
	 	Phone:  213.330.3037
	Fax: _______________________
	 	Fax:  _______________________
	E-Mail: lmccauley@landam.com
	 	E-Mail:  lpeters@landam.com
	 
	 	 	 	 






Unless specifically required to be delivered to Escrow Agent pursuant to the terms of this
Agreement, no notice hereunder must be delivered to Escrow Agent in order to be effective so long
as it is delivered to the other party in accordance with the above provisions.



13.26 Non-Solicitation of Employees. Purchaser acknowledges and agrees that, without
the express written consent of Seller, neither Purchaser nor any of Purchaser’s employees,
affiliates or agents shall solicit any of Seller’s employees or any employees located at the
Property (or any of Seller’s affiliates’ employees located at any property owned by such
affiliates) for potential employment.



13.27 No Option; Binding Effect. The submission of this document for examination and
review does not constitute an option to purchase the Property, an offer to sell the Property or an
agreement to purchase and sell. This document shall have no binding effect on the parties unless
and until executed by both Seller and Purchaser and will be effective only upon Seller’s execution
of the same. As provided in Section 1.3 above, Escrow Agent’s execution of this Agreement
shall not be a prerequisite to the effectiveness of this Agreement.



[signature pages follow]




[The remainder of this page intentionally left blank]




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IN WITNESS WHEREOF, the parties hereto have duly executed and sealed this Agreement as of
the Effective Date.



SELLER:



BRCP HIGHLANDS RANCH, LLC,


a Delaware limited liability company



	 	 	 
	
 
	 	By:BRCP Realty, L.P. I,

a Delaware limited partnership,

its member
	
 
	 	By:BRCP Gen-Par, LLC,

a Delaware limited liability company,

its general partner
	
 
	 	By:/s/ John A. Foster

Name:John A. Foster

Title:Managing Director
	PURCHASER:

	 	

	TRIPLE NET PROPERTIES, LLC,

	a Virginia limited liability company

	By:

	 	/s/ Jeff Hanson
	Name:

	 	Jeff Hanson
	Title:

	 	Chief Investment Officer






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[Escrow Agent’s signature page follows]ESCROW AGENT’S SIGNATURE PAGE




The undersigned executes the Agreement to which this signature page is attached for the
purpose of agreeing to the provisions of Section 1.3 of the Agreement, and hereby
establishes 11-29-07, 2007, as the date of opening of escrow and designates
09401702-904-L.A. as the escrow number assigned to this escrow.



ESCROW AGENT:



LANDAMERICA COMMERCIAL SERVICES



	 	 	 
	By:

Name:

	 	/s/ Lois McCauley

Lois McCauley
	Title:

	 	Escrow Officer







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