Purchase and Sale Agreement



 Exhibit 10.9 
 PURCHASE AND SALE AGREEMENT 
 LAS CIMAS IV 

900 S. CAPITAL OF TEXAS HIGHWAY 
 AUSTIN, TEXAS 
 BETWEEN 

LAS CIMAS IV LIMITED PARTNERSHIP, 
 a Delaware limited partnership 
 AS SELLER 

AND 

KBS CAPITAL ADVISORS LLC, 
 a Delaware limited liability company 
 AS PURCHASER 

Dated: 

September 19, 2011 (the “Effective Date”) 







 TABLE OF CONTENTS 

 

									
	1.	  	THE PROPERTY	  	 	2	  
		  	1.1	  	Description	  	 	2	  
		  	1.2	  	“As-Is” Purchase	  	 	3	  
		  	1.3	  	Agreement to Convey	  	 	4	  
	2.	  	PRICE AND PAYMENT	  	 	4	  
		  	2.1	  	Purchase Price	  	 	4	  
		  	2.2	  	Payment	  	 	4	  
		  	2.3	  	Closing	  	 	5	  
	3.	  	INSPECTIONS AND APPROVALS	  	 	5	  
		  	3.1	  	Inspections	  	 	5	  
		  	3.2	  	Title and Survey	  	 	8	  
		  	3.3	  	Contracts	  	 	9	  
		  	3.4	  	Permitted Encumbrances	  	 	9	  
		  	3.5	  	Purchaser’s Right to Terminate	  	 	9	  
		  	3.6	  	Delivery of Title Policy at Closing	  	 	10	  
	4.	  	SELLER’S COVENANTS FOR PERIOD PRIOR TO CLOSING	  	 	10	  
		  	4.1	  	Insurance	  	 	10	  
		  	4.2	  	Operation	  	 	10	  
		  	4.3	  	New Contracts	  	 	10	  
		  	4.4	  	New Leases	  	 	11	  
		  	4.5	  	Tenant Estoppel Certificates	  	 	11	  
	5.	  	REPRESENTATIONS AND WARRANTIES	  	 	11	  
		  	5.1	  	By Seller	  	 	11	  
		  	5.2	  	By Purchaser	  	 	12	  
		  	5.3	  	Mutual	  	 	13	  
	6.	  	COSTS AND PRORATIONS	  	 	14	  
		  	6.1	  	Purchaser’s Costs	  	 	14	  
		  	6.2	  	Seller’s Costs	  	 	14	  
		  	6.3	  	Prorations	  	 	15	  
		  	6.4	  	Taxes	  	 	15	  
		  	6.5	  	In General	  	 	16	  
		  	6.6	  	Purpose and Intent	  	 	16	  
	7.	  	DAMAGE, DESTRUCTION OR CONDEMNATION	  	 	16	  
		  	7.1	  	Material Event	  	 	16	  
		  	7.2	  	Immaterial Event	  	 	17	  
		  	7.3	  	Termination and Return of Deposit	  	 	17	  
	8.	  	NOTICES	  	 	17	  
	9.	  	CLOSING AND ESCROW	  	 	19	  
		  	9.1	  	Escrow Instructions	  	 	19	  
		  	9.2	  	Seller’s Deliveries	  	 	19	  
		  	9.3	  	Purchaser’s Deliveries	  	 	20	  
		  	9.4	  	Possession	  	 	20	  
		  	9.5	  	Insurance	  	 	20	  


  

			
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		  	9.6	  	Post-Closing Collections	  	 	20	  
	10.	  	DEFAULT; FAILURE OF CONDITION	  	 	20	  
		  	10.1	  	Purchaser Default	  	 	20	  
		  	10.2	  	Seller Default	  	 	20	  
		  	10.3	  	Failure of Condition	  	 	21	  
	11.	  	MISCELLANEOUS	  	 	21	  
		  	11.1	  	Entire Agreement	  	 	21	  
		  	11.2	  	Severability; Construction	  	 	21	  
		  	11.3	  	Applicable Law; Venue	  	 	22	  
		  	11.4	  	Assignability	  	 	22	  
		  	11.5	  	Successors Bound	  	 	22	  
		  	11.6	  	Breach	  	 	22	  
		  	11.7	  	No Public Disclosure	  	 	23	  
		  	11.8	  	Captions	  	 	23	  
		  	11.9	  	Attorneys’ Fees	  	 	23	  
		  	11.10	  	No Partnership	  	 	23	  
		  	11.11	  	Time of Essence	  	 	23	  
		  	11.12	  	Counterparts	  	 	23	  
		  	11.13	  	Recordation	  	 	23	  
		  	11.14	  	Proper Execution	  	 	23	  
		  	11.15	  	Tax Protest	  	 	23	  
		  	11.16	  	Survival and Limitation of Representations and Warranties; Seller’s Knowledge	  	 	24	  
		  	11.17	  	No Processing	  	 	24	  
		  	11.18	  	Calculation of Time Periods	  	 	24	  
		  	11.19	  	Section 1031 Exchange	  	 	24	  
		  	11.20	  	Limitation of Liability	  	 	25	  
		  	11.21	  	Jury Waiver	  	 	25	  
		  	11.22	  	Prohibited Persons and Transactions	  	 	25	  
		  	11.23	  	Merger Provision	  	 	25	  


  

			
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 LIST OF EXHIBITS 

 

			
	Exhibit 1.1.1	  	Legal Description
	Exhibit 1.1.3	  	Schedule of Personal Property
	Exhibit 1.1.6	  	Schedule of Leases and Security Deposits
	Exhibit 3.3	  	Schedule of Contracts
	Exhibit 4.6	  	Form of Tenant Estoppel Certificate
	Exhibit 9.2.1	  	Form of Special Warranty Deed
	Exhibit 9.2.2	  	Form of Bill of Sale
	Exhibit 9.2.3	  	Form of Assignment and Assumption of Leases
	Exhibit 9.2.4	  	Form of Assignment and Assumption of Contracts
	Exhibit 9.2.6	  	Form of FIRPTA Affidavit
	Exhibit 9.2.7	  	Form of Tenant Notice Letter
	Exhibit 11.24	  	Form of 3-14 Questionnaire


  

			
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 LIST OF DEFINED TERMS 

 

			
	 PURCHASER:
	    	 KBS CAPITAL ADVISORS LLC,

		    	 a Delaware limited liability company

		
	 SELLER:
	    	 LAS CIMAS IV LIMITED PARTNERSHIP,

		    	 a Delaware limited partnership

		
	 PURCHASE PRICE:
	    	 $36,000,000.00

		
	 INITIAL DEPOSIT:
	    	 $300,000.00

		
	 ADDITIONAL DEPOSIT:
	    	 $500,000.00

		
	 EXTENSION DEPOSIT:
	    	 $1,000,000.00

		
	 APPROVAL DATE:
	    	 September 28, 2011

		
	 TITLE NOTICE DATE:
	    	 September 21, 2011

		
	 CLOSING DATE:
	    	 October 13, 2011, subject to Purchaser’s right to extend the Closing Date to October 28, 2011 pursuant to Section 2.3 of this
Agreement

		
	 TITLE COMPANY:
	    	 Commonwealth Land Title Insurance Company

		
	 BROKER:
	    	 Holiday, Fenoglio, Fowler, LP

		
	 PROPERTY MANAGER:
	    	 Lincoln Property Company

		
	 ASSET MANAGER:
	    	 Cain Kirk is the asset manager with Invesco Advisers, Inc. (“Invesco”) (Seller’s investment advisor)



  

			
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 PURCHASE AND SALE AGREEMENT 

THIS PURCHASE AND SALE AGREEMENT (this “Agreement”), dated as of the Effective Date, is made by
and between Seller and Purchaser. 
 A G R E E M E N T S: 

NOW, THEREFORE, in consideration of the covenants, promises and undertakings set forth herein, and for good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Purchaser agree as follows: 
  

	1.	 THE PROPERTY 


 1.1      Description.  Subject to the terms and conditions of this Agreement, and for the consideration herein set forth, Seller agrees to sell and transfer,
respectively, and Purchaser agrees to purchase and acquire, all of Seller’s assignable and transferable right, title, and interest in and to the following (collectively, the “Property”): 

1.1.1    Certain land located in Austin, Travis County, Texas (the
“Land”) more specifically described in Exhibit 1.1.1 attached hereto; 
 1.1.2    The buildings, parking areas, improvements, and fixtures now situated on the Land (the “Improvements”); 

1.1.3    All furniture, personal property, machinery, apparatus, and equipment owned
by Seller and currently used in the operation, repair and maintenance of the Land and Improvements and situated thereon (collectively, the “Personal Property”), and generally described on Exhibit 1.1.3
attached hereto. The Personal Property to be conveyed is subject to depletions, replacements and additions in the ordinary course of Seller’s business and the rights of vendors and holders of security interests on personal property installed
upon the Property by tenants and rights of tenants to remove trade fixtures at the expiration of the term of the leases of tenants; 
 1.1.4    All easements, hereditaments, and appurtenances belonging to or inuring to the benefit of Seller and pertaining to the Land, if any; 

1.1.5    Any street or road abutting the Land to the center lines thereof;

 1.1.6    The leases or occupancy agreements to the extent in effect on
the Effective Date which are identified on the Schedule of Leases (herein so called) attached hereto as Exhibit 1.1.6, and any new leases entered into pursuant to Section 4.4, which as of the Closing (as hereinafter
defined) affect all or any portion of the Land or Improvements (the “Leases”), and any security deposits actually held by Seller with respect to any such Leases; 

1.1.7    Subject to Section 3.3, all Contracts (as hereinafter defined)
the terms of which extend beyond midnight of the day preceding the Closing Date (as hereinafter defined); and 

  

			
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 1.1.8    All intangible property (the
“Intangible Property”) pertaining to the Land, the Improvements, or the Personal Property including, without limitation, transferable utility contracts, transferable telephone exchange numbers, plans and specifications,
engineering plans and studies, floor plans and landscape plans, website information, and the right to use the name “Las Cimas” with respect to the Land and Improvements. 

1.2     “As-Is” Purchase.  The Property is being sold in an “AS IS,
WHERE IS” condition and “WITH ALL FAULTS” as of the Effective Date and of Closing. Except as expressly set forth in this Agreement, no representations or warranties have been made or are made and no responsibility has been or is
assumed by Seller or by any partner, officer, person, firm, agent, attorney or representative acting or purporting to act on behalf of Seller as to (i) the condition or state of repair of the Property; (ii) the compliance or non-compliance
of the Property with any applicable laws, regulations or ordinances (including, without limitation, any applicable zoning, building or development codes); (iii) the value, expense of operation, or income potential of the Property; (iv) any
other fact or condition which has or might affect the Property or the condition, state of repair, compliance, value, expense of operation or income potential of the Property or any portion thereof; (v) whether the Property contains asbestos or
harmful or toxic substances or pertaining to the extent, location or nature of same; (vi) any energy star rating, LEED Certification, or similar state, federal, local, or private rating or certification; or (vii) any other matter related
in any way to the Property. The parties agree that all understandings and agreements heretofore made between them or their respective agents or representatives are merged in this Agreement and the Exhibits hereto annexed, which alone fully and
completely express their agreement, and that this Agreement has been entered into after full investigation, or with the parties satisfied with the opportunity afforded for full investigation, neither party relying upon any statement or
representation by the other unless such statement or representation is specifically embodied in this Agreement or the Exhibits annexed hereto. 
    Purchaser waives its right to recover from, and, effective upon Closing, forever releases and discharges Seller, Seller’s affiliates, Seller’s investment advisor and manager,
the partners, trustees, shareholders, directors, officers, attorneys, employees and agents of each of them, and their respective heirs, successors, personal representatives and assigns (collectively, the “Releasees”) from any
and all demands, claims (including, without limitation, causes of action in tort), legal or administrative proceedings, losses, liabilities, damages, penalties, fines, liens, judgments, costs or expenses whatsoever (including, without limitation,
attorneys’ fees and costs), whether direct or indirect, known or unknown, foreseen or unforeseen (collectively, “Claims”), that may arise on account of or in any way be connected with the Property, the physical condition
thereof, or any law or regulation applicable thereto (including, without limitation, claims under the Clean Air Act (42 U.S.C. 7401, et seq.), as amended, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as
amended (42 U.S.C. Section 9601, et seq.), the Resource Conservation and Recovery Act of 1976 (42 U.S.C. Section 6901, et seq.), as amended, the Clean Water Act (33 U.S.C. Section 1251, et seq.), as amended, the
Safe Drinking Water Act (49 U.S.C. Section 1801, et seq.), as amended, the Hazardous Materials Transportation Act (49 U.S.C. Section 1801, et seq.), as amended, and the Toxic Substances Control Act (15 U.S.C.
Section 2601, et seq.). Without limiting the foregoing, Purchaser, upon closing, shall be deemed to have waived, relinquished and released Seller and all other Releasees from any and all Claims, matters arising out of latent or patent
defects or physical conditions, violations of applicable laws (including, without limitation, any environmental laws) and any and all other acts, omissions, events, circumstances or matters affecting the Property. As part of the provisions of this
Section 1.2, 

  

			
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but not as a limitation thereon, Purchaser hereby agrees, represents and warrants that the matters released herein are not limited to matters which are known or disclosed, and Purchaser hereby
waives any and all rights and benefits which it now has, or in the future may have conferred upon it, by virtue of the provisions of federal, state or local law, rules and regulations. Purchaser agrees that should any cleanup, remediation or removal
of hazardous substances or other environmental conditions on or about the Property be required after the date of Closing, such clean-up, removal or remediation shall not be the responsibility of Seller. NOTWITHSTANDING ANYTHING TO THE CONTRARY
CONTAINED IN THIS SECTION 1.2, THE FOREGOING RELEASE SHALL NOT APPLY TO: 

(A)    ANY CLAIMS ARISING FROM A BREACH OF THIS AGREEMENT BY SELLER ALL OF WHICH SHALL BE SUBJECT TO
THE PROVISIONS OF SECTION 11.16, OR 
 (B)    THE RIGHT OF PURCHASER TO JOIN SELLER
IN AN ACTION BROUGHT BY A THIRD PARTY AGAINST PURCHASER AS A RESULT OF THIRD-PARTY CLAIMS (OTHER THAN CLAIMS RELATED TO ENVIRONMENTAL MATTERS AND HAZARDOUS MATERIALS AND CONDITIONS) ASSERTED AGAINST PURCHASER WITH RESPECT TO ACTIONS OR OCCURRENCES
ARISING UNDER CONTRACTS TO WHICH SELLER IS A PARTY FOR THE PERIOD OF SELLER’S OWNERSHIP OF THE PROPERTY OR UNDER TORT ACTIONS FOR ACTIONS AND OCCURRENCES DURING THE PERIOD OF SELLER’S OWNERSHIP OF THE PROPERTY (COLLECTIVELY, THE
“RELEASE EXCEPTIONS”); provided however to the extent Purchaser wrongly joins Seller in any action Seller shall be entitle to recover from Purchaser its reasonable attorney’s fees and expenses. 

To the extent now or hereafter applicable, each party hereby waives its rights, if any, under the Deceptive Trade
Practices – Consumer Protection Act, Section 17.41 et seq., Texas Business & Commerce Code, a law that gives consumers special rights and protections. After consultation with an attorney of its own selection, each party
voluntarily consents to this waiver. 
 1.3   Agreement to Convey.  Seller
agrees to convey, and Purchaser agrees to accept, title to the Land and Improvements by Special Warranty Deed in the condition described in Section 3.4 and title to the Personal Property, by Bill of Sale, and Assignment and Assumption
Agreement without warranty as to the title or the condition of such personalty. 
  

	2.	 PRICE AND PAYMENT. 


 2.1   Purchase Price.  Purchaser agrees to pay the Purchase Price for the acquisition of the Property, subject to the terms of this Agreement. 

2.2   Payment.  Payment of the Purchase Price is to be made in cash as follows:

 2.2.1    Within two (2) business days of the execution of this
Agreement, Purchaser shall deliver the Initial Deposit, as an earnest money deposit with the Title Company. In addition, if this Agreement is not timely terminated by Purchaser in accordance with the terms of Section 3.5 hereof,
Purchaser shall deliver the Additional Deposit, as an additional earnest money deposit, with the Title Company on or before the date that is one (1) business day after the Approval Date. The Initial Deposit and, if deposited, the Additional
Deposit 

  

			
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and, if deposited, the Extension Deposit, are hereinafter collectively referred to in this Agreement as the “Deposit”. 

2.2.2    The Deposit will be placed with and held in escrow by the Title Company, in
immediately available funds in an interest-bearing account at a mutually acceptable banking institution. Any interest earned by the Deposit shall be considered as part of the Deposit. Except as otherwise provided in this Agreement, the Deposit will
be applied to the Purchase Price at Closing. 
 2.2.3    Prior to or
contemporaneous with the execution hereof by Purchaser and Seller, Purchaser has paid to Seller ONE HUNDRED AND NO/100 DOLLARS ($100.00) (the “Independent Contract Consideration”), which amount Seller and Purchaser bargained
for and agreed to as consideration for Seller’s execution and delivery of this Agreement. The Independent Contract Consideration is non-refundable and in addition to any other payment or deposit required by this Agreement, and Seller shall
retain the Independent Contract Consideration notwithstanding any other provision of this Agreement to the contrary. 
 2.2.4    At Closing, Purchaser shall pay Seller the balance of the Purchase Price, subject to adjustment for the prorations as provided herein, to the Title Company for disbursement to
Seller via wire transfer in immediately available funds. 

2.3    Closing.  Payment of the Purchase Price and the closing hereunder (the
“Closing”) will take place pursuant to an escrow closing on or before the Closing Date, provided Purchaser does not terminate this Agreement prior to such date. The Closing will take place at the offices of the Title Company
at 1:00 p.m. local Dallas time or at such other time and place as may be agreed upon in writing by Seller and Purchaser. Closing shall occur through an escrow with the Title Company. Funds shall be deposited into and held by the Title Company in a
closing escrow account with a bank satisfactory to Purchaser and Seller. Upon satisfaction or completion of all closing conditions and deliveries, the parties shall direct the Title Company to immediately record and deliver the closing documents to
the appropriate parties and make disbursements according to the closing statements executed by Seller and Purchaser. Notwithstanding the foregoing, Purchaser shall have the one-time right to extend the Closing Date to October 28, 2011 upon
prior written notice to Seller received no later than October 6, 2011, and Purchaser’s delivery to Title Company of the Extension Deposit received no later than October 6, 2011. 

 

	3.	 INSPECTIONS AND APPROVALS. 


 3.1    Inspections. 

3.1.1    Commencing on the Effective Date through the Closing Date or earlier
termination of this Agreement, Seller agrees to allow Purchaser and Purchaser’s engineers, architects, employees, agents and representatives (collectively, “Purchaser’s Agents”) reasonable access, during normal
business hours, to the Property and to the records, if any, maintained for Seller by the Property Manager during normal business hours. Such access shall be solely for the purposes of (i) reviewing Leases and contracts and any records relating
thereto; (ii) reviewing records relating to operating expenses; and (iii) inspecting the physical condition of the Property and conducting non-intrusive physical or environmental 

  

			
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inspections of the Property. Purchaser shall not conduct or allow any testing or air samples at the Property or any physically intrusive testing of, on or under the Property without first
obtaining Seller’s written consent as to the timing and scope of work to be performed and entering into an access agreement in form and substance satisfactory to Seller. Seller further agrees that (a) Seller shall make available to
Purchaser for interviews regarding the Property Seller’s Property Manager, and (b) Purchaser shall have the reasonable right to interview the tenants under the Leases, subject to Seller’s right to be present during any such
interviews. 
 3.1.2    Purchaser agrees that, in making any physical or
environmental inspections of the Property, Purchaser and all of Purchaser’s Agents entering onto the Property shall carry not less than $2,000,000 in the aggregate and $1,000,000 per occurrence of commercial general liability insurance insuring
all activity and conduct of Purchaser and such representatives while exercising such right of access and naming Seller, Invesco Real Estate, Invesco Advisers, Inc. and the Property Manager as additional insureds. Purchaser represents and warrants
that it carries not less than $2,000,000 in the aggregate and $1,000,000 per occurrence of commercial general liability insurance with contractual liability endorsement which insures Purchaser’s indemnity obligations hereunder, and will provide
Seller with written evidence of same prior to entry on the Property. 

3.1.3    Purchaser agrees that in exercising its right of access hereunder, Purchaser
will use and will cause Purchaser’s Agents to use their best efforts not to interfere with the activity of tenants or any persons occupying or providing service at the Property. Purchaser shall, at least one (1) business day prior to
inspection, give Seller written notice of its intention to conduct any inspections, so that Seller shall have an opportunity to have a representative present during any such inspection, and Seller expressly reserves the right to have such a
representative present, including, but not limited to, any discussion with any tenants. Purchaser agrees to cooperate with any reasonable request by Seller in connection with the timing of any such inspection. If the Closing does not occur for any
reason (other than a termination of this Agreement pursuant to Section 10.2), Purchaser agrees (which agreement shall survive Closing or termination of this Agreement) to provide Seller with a copy of any and all third-party-generated
(as opposed to internally generated) information, materials and data that Purchaser and/or Purchaser’s Agents discover, obtain or generate in connection with or resulting from its inspection of the Property and work under
Section 3.1 hereof, including, but not limited to, any written work product pertaining to those items set forth in Section 3.1.4(a) below, without any representation or warranty as to the completeness or accuracy of the same
and subject to any confidentiality provisions contained therein. 

3.1.4    Unless Seller specifically and expressly otherwise agrees in writing,
Purchaser agrees that prior to the Closing, (a) the results of all inspections, analyses, studies and similar reports relating to the Property prepared by or for Purchaser utilizing any information acquired in whole or in part through the
exercise of Purchaser’s inspection rights; and (b) all information (the “Proprietary Information”) regarding the Property of whatsoever nature made available to Purchaser by Seller or Seller’s agents or
representatives is confidential and shall not be disclosed to any other person except those assisting Purchaser with the transaction, or Purchaser’s lender, if any, and then only upon Purchaser making such persons aware of the confidentiality
restriction and procuring such persons’ agreement (which may be a verbal agreement to the extent an enforceable contract) to be 

  

			
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bound thereby. Purchaser agrees not to use or allow to be used any such information for any purpose other than to determine whether to proceed with the contemplated purchase, or if same is
consummated, in connection with the operation of the Property post-Closing. Further, if the purchase and sale contemplated hereby fails to close for any reason whatsoever, Purchaser agrees to return to Seller, or cause to be returned to Seller, all
Proprietary Information. Notwithstanding any other term of this Agreement, the provisions of this Section 3.1.4 shall survive Closing or the termination of this Agreement. Notwithstanding the foregoing and anything to the contrary in
this Agreement, nothing contained herein shall impair Purchaser’s (or its permitted assignee’s) right to disclose information relating to this Agreement or the Property (a) to any due diligence representatives and/or consultants that
are engaged by, work for or are acting on behalf of, any securities dealers and/or broker dealers evaluating Purchaser or its permitted assignees, (b) in connection with any filings (including any amendment or supplement to any S-11 filing)
with any governmental agencies (including the SEC) by any REIT holding an interest (direct or indirect) in any permitted assignee of Purchaser, and (c) to any broker/dealer in the REIT’s broker/dealer network and any of the REIT’s
investors. 
 3.1.5    Purchaser shall, at its sole cost and expense,
promptly restore any physical damage or alteration of the physical condition of the Property which results from any inspections conducted by or on behalf of Purchaser. All inspections shall be conducted at Purchaser’s sole cost and expense and
in strict accordance with all requirements of applicable law. 

3.1.6    Except as specifically set forth in this Agreement, Seller makes no
representations or warranties as to the truth, accuracy, completeness, methodology of preparation or otherwise concerning any engineering or environmental reports or any other materials, data or other information supplied to Purchaser in connection
with Purchaser’s inspection of the Property (e.g., that such materials are complete, accurate or the final version thereof, or that such materials are all of such materials as are in Seller’s possession). It is the parties’ express
understanding and agreement that any materials which Purchaser is allowed to review are provided only for Purchaser’s convenience in making its own examination and determination prior to the Approval Date as to whether it wishes to purchase the
Property, and, in doing so, except as expressly provided in this Agreement, Purchaser shall rely exclusively on its own independent investigation and evaluation of every aspect of the Property and not on any materials supplied by Seller. Except as
expressly provided in this Agreement, Purchaser expressly disclaims any intent to rely on any such materials provided to it by Seller in connection with its inspection and agrees that it shall rely solely on its own independently developed or
verified information. 
 3.1.7    PURCHASER AGREES (WHICH AGREEMENT SHALL
SURVIVE CLOSING OR TERMINATION OF THIS AGREEMENT) TO INDEMNIFY, DEFEND, AND HOLD SELLER, INVESCO REAL ESTATE, INVESCO ADVISERS, INC. AND THE PROPERTY MANAGER FREE AND HARMLESS FROM ANY LOSS, INJURY, DAMAGE, CLAIM, LIEN, COST OR EXPENSE, INCLUDING
ATTORNEYS’ FEES AND COSTS (BUT EXCLUDING LOSS ARISING SOLELY FROM PURCHASER’S DISCOVERY OF PRE-EXISTING CONDITIONS, AS OPPOSED TO THE EXACERBATION OF PRE-EXISTING CONDITIONS), ARISING OUT OF A BREACH OF THE FOREGOING AGREEMENTS BY
PURCHASER IN CONNECTION WITH 

  

			
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THE INSPECTION OF THE PROPERTY, OR OTHERWISE FROM THE EXERCISE BY PURCHASER OR PURCHASER’S AGENTS OF THE RIGHT OF ACCESS ON THE PROPERTY (COLLECTIVELY, “PURCHASER’S INDEMNITY
OBLIGATIONS”). THIS SECTION 3.1.7 SHALL SURVIVE CLOSING OR THE TERMINATION OF THIS AGREEMENT. PURCHASER HEREBY ACKNOWLEDGES AND AGREES THAT IN THE EVENT THAT PRIOR TO THE EFFECTIVE DATE, PURCHASER, OR ANY OF ITS EMPLOYEES,
AGENTS, CONTRACTORS, CONSULTANTS, OR OTHER REPRESENTATIVES, HAVE ENTERED ONTO THE PROPERTY TO INSPECT, TEST, SURVEY OR OTHERWISE EXAMINE THE PROPERTY, AND THE RECORDS RELATING THERETO, THE INDEMNITY SET FORTH IN THIS SECTION 3.1.7 OF THIS
AGREEMENT SHALL APPLY RETROACTIVELY TO THE DATE OF SUCH INSPECTIONS, TESTING, SURVEYING, AND EXAMINATION. 
 3.1.8    Purchaser shall keep the Property free from any liens arising out of any work performed, materials furnished or obligations incurred by or on behalf of Purchaser or
Purchaser’s Agents with respect to any inspection or testing of the Property. If any such lien at any time shall be filed, Purchaser shall cause the same to be discharged of record within ten (10) days thereafter by satisfying the same or,
if Purchaser, in its discretion and in good faith determines that such lien should be contested, by recording a bond. Failure by Purchaser to discharge such lien shall be a material breach of this Agreement. 

3.1.9    Purchaser understands that any financial statements and data, including,
without limitation, gross rental income, operating expenses and cash flow statements, which may be made available by Seller to Purchaser, will be unaudited financial statements and data not prepared or reviewed by independent public accountants, and
that Seller makes no representation as to the accuracy or completeness thereof. 

3.2    Title and Survey.  Prior to or contemporaneously with execution of this
Agreement, Seller has caused to be delivered to Purchaser a commitment for title insurance on the Land, together with copies of all items shown as exceptions to title therein, issued by the Title Company (the “Title
Commitment”), and a copy of Seller’s existing survey of the Land (the “Survey”). Purchaser shall have until the Title Notice Date to provide written notice to Seller of any matters shown by the Title
Commitment or Survey which are not satisfactory to Purchaser, which notice (the “Title Notice”) must specify the reason such matter(s) are not satisfactory and the curative steps necessary to remove the objections stated in
the Title Notice (collectively, the “Title Objections”). In the event Seller is unable or unwilling to eliminate or modify all of the Title Objections, Seller shall so notify Purchaser in writing, and Purchaser may (as its
sole and exclusive remedy) terminate this Agreement by delivering written notice thereof to Seller not later than five (5) days after Seller’s written notice to Purchaser of Seller’s intent not to cure one or more of such Title
Objections (the “Cure Date”). Seller’s failure to notify Purchaser within five (5) days following receipt of Purchaser’s Title Objections whether it will eliminate or modify all Title Objections shall be deemed
Seller’s notice to Purchaser that Seller will not cure such Title Objections. Seller shall have no obligation whatsoever to expend or agree to expend any funds, to undertake or agree to undertake any obligations or otherwise to cure or agree to
cure any Title Objections, and Seller shall not be deemed to have any obligation to cure unless Seller expressly undertakes such an obligation by a written notice to or written agreement with Purchaser given or entered into on or prior to the
Closing Date and which recites that it is in response to the Title Notice. Purchaser’s sole right with respect to any Title Objection shall be to elect on or before the 

  

			
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Cure Date to terminate this Agreement (other than continuing obligations under Sections 3.1.4 and 3.1.7 that survive the Closing or termination of this Agreement) (herein called the
“Surviving Obligations”) and to receive a refund of the Deposit. All matters shown on the Title Commitment and/or Survey and any update thereof with respect to which Purchaser fails to give a Title Notice on or before the
last date for so doing, or with respect to which a timely Title Notice is given but Seller fails to undertake an express obligation to cure as provided above, shall be deemed to be approved by Purchaser and a “Permitted
Encumbrance” as provided in Section 3.4 hereof, subject, however, to Purchaser’s termination right provided in Section 3.5 hereof. Notwithstanding anything to the contrary contained in this Agreement,
Purchaser disapproves all monetary and financing liens and encumbrances created or assumed by Seller (other than liens for non-delinquent real property taxes). Subject to the provisions of Section 10.3, Seller covenants to cause all such
monetary and financing liens created or assumed by Seller (as opposed to any tenant at the Property) to be eliminated at Seller’s sole cost and expense (including all prepayment penalties and charges) prior to or concurrently with Closing.

 3.3      Contracts.  On or before the Approval Date, Purchaser
shall notify Seller in writing if Purchaser elects not to assume at Closing any of the service, maintenance, supply or other contracts relating to the operation of the Property which are identified on Exhibit 3.3 attached hereto
(the “Contracts”). If Purchaser does not exercise its right to terminate this Agreement on or before the Approval Date, Seller shall give notice of termination of such disapproved contract(s); provided, if by the terms of the
disapproved contract Seller has no right to terminate same on or prior to Closing, or if any fee or other compensation is due thereunder as a result of such termination, Purchaser shall be required at Closing to assume all obligations thereunder
until the effective date of the termination and to assume the obligation to pay or to reimburse Seller for the payment of the termination charge. 
 3.4      Permitted Encumbrances.  Unless Purchaser terminates this Agreement pursuant to Sections 3.2 or 3.5 hereof following its opportunity
fully to inspect the Property, the state of title thereto and all other matters relating to the Property, including its feasibility for Purchaser’s intended use and its suitability as an investment, Purchaser shall be deemed to have approved
and to have agreed to purchase the Property subject to the following: 

3.4.1    All exceptions to title shown in the Title Commitment or matters shown on
the Survey which Purchaser has approved or is deemed to have approved pursuant to Section 3.2 hereof; 
 3.4.2    All contracts and leases which Purchaser has approved or is deemed to have approved pursuant to Sections 3.3, 4.3 and 4.4 hereof; 

3.4.3    The lien of non-delinquent real and personal property taxes and assessments;
and 
 3.4.4    Rights of tenants, as tenants only, in possession under the
Leases; 
 All of the foregoing are referred to herein collectively as “Permitted Encumbrances.”

 3.5     Purchaser’s Right to Terminate.    If, as a
result of its various investigations, Purchaser determines, in its sole discretion, not to proceed with the purchase of the Property, Purchaser shall 

  

			
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have the right by giving Seller written notice (the “Termination Notice”) on or before the Approval Date to terminate its obligation to purchase the Property. If the
Termination Notice is timely given, Seller shall direct the Title Company to promptly return the Deposit to Purchaser and neither party shall have any further liability hereunder except for the Surviving Obligations. If the Termination Notice is not
given, Purchaser shall have no further right to terminate this Agreement except as provided under Section 10.2 hereof. 
 3.6        Delivery of Title Policy at Closing.  As a condition to Purchaser’s obligation to close, the Title Company shall deliver to
Purchaser at Closing a Texas standard form Owner’s Policy of Title Insurance (the “Title Policy”) issued by the Title Company as of the date and time of the recording of the Deed, in the amount of the Purchase Price,
insuring Purchaser as owner of indefeasible fee simple title to the Property, and subject only to the Permitted Encumbrances. Seller shall execute at Closing Seller’s standard owner’s affidavit to facilitate the issuance of the Title
Policy (but not additional matters required for any endorsements required by Purchaser). The Title Policy may be delivered after the Closing if at the Closing the Title Company issues a currently effective, duly-executed “marked-up” Title
Commitment and irrevocably commits in writing to issue the Title Policy in the form of the “marked-up” Title Commitment promptly after the Closing Date. Notwithstanding anything stated to the contrary in this Section 3.6 or
elsewhere in this Agreement, if Purchaser delivers to Seller a form of title commitment in the form promulgated by the Texas Department of Insurance acceptable to Purchaser prior to the Approval Date that does not set forth any requirements
inconsistent with the terms of this Agreement, then the form of Title Policy that shall be delivered to Purchaser as provided in this Agreement shall be the form of title policy provided for in such title commitment delivered to Seller, together
with all endorsements authorized by the Texas Department of Insurance attached thereto. Purchaser may elect to obtain additional coverage or endorsements to the Title Policy at Purchaser’s sole cost and expense but obtaining such additional
coverage or endorsements shall not be a condition precedent to Purchaser’s Closing obligations under this Agreement. 

4.        SELLER’S COVENANTS FOR PERIOD PRIOR TO
CLOSING.    Until Closing, Seller or Seller’s agent shall: 

4.1        Insurance.    Keep the Property insured
under its current or comparable policies against fire and other hazards covered by extended coverage endorsement and commercial general liability insurance against claims for bodily injury, death and property damage occurring in, on or about the
Property. 
 4.2        Operation.    Operate
and maintain the Property substantially in accordance with Seller’s past practices with respect to the Property, normal wear and tear excepted, provided that in the event of any loss or damage to the Property as described in
Section 7, Seller shall have an obligation to Purchaser to repair the Property only if Seller so elects and then shall be obligated only to the extent of available insurance proceeds. 

4.3        New Contracts.    Enter into only those
third-party service contracts which are necessary to carry out its obligations under Section 4.2 and which shall be cancelable on thirty (30) days written notice. If Seller enters into any such contract, it shall promptly provide
written notice thereof to Purchaser and unless Purchaser, within three (3) days thereafter, notifies Seller in writing of its intention to not assume such contract, it shall be treated as a contract approved by Purchaser under
Section 3.3 hereof. 

  

			
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 4.4        New
Leases.  Prior to the date that is three (3) business days prior to the Approval Date, Seller may continue to execute new leases or amend, terminate or accept the surrender of any existing tenancies or approve any subleases
without the prior consent of Purchaser in accordance with Seller’s past practices provided Seller promptly notifies Purchaser of any such matters. From and after the date that is three (3) business days prior to the Approval Date, if this
Agreement has not been terminated by Purchaser or if Purchaser is not in default hereunder, Seller will not perform any actions set forth in this Section 4.4 without Purchaser’s prior written consent, which consent may be granted or
withheld in its sole discretion. 
 4.5        Listing and Other
Offers.  From the date hereof until the earlier of termination of this Agreement or the Closing Date, Seller will not list the Property with any broker or otherwise solicit or make or accept any offers to sell the Property or enter
into any contracts or agreements regarding any disposition of the Property. 

4.6        Tenant Estoppel Certificates. Within three (3) business
days after the date hereof, Seller agrees to submit or cause Seller’s Property Manager to submit to each tenant or lessee under a Lease a request for such tenant or lessee to execute and deliver a tenant estoppel certificate to Purchaser with
respect to its Lease in the form attached hereto as Exhibit 4.6. It shall be a condition precedent to Purchaser’s Closing obligations that Purchaser receive and reasonably approve tenant estoppel certificates from such
number of tenants which collectively occupy at least 80% of the leased square footage of the Property (and such 80% must include a tenant estoppel certificate from all tenants occupying 10,000 or more square feet of space at the Property)
(collectively, the “Required Estoppels”) on the form of the estoppel certificates attached as Exhibit 4.6. An estoppel shall not count as a Required Estoppel if it discloses (i) an uncured default;
(ii) a material discrepancy with the applicable Lease or rent roll; or (iii) any changes (other than de minimus changes) to the forms attached hereto as Exhibit 4.6. Purchaser shall have two (2) business days from
receipt of any Required Estoppel to disapprove of such Required Estoppel; it being understood that if Purchaser does not timely disapprove of any Required Estoppel within such two (2) business day period, then Purchaser shall be deemed to have
approved such Required Estoppel. If Purchaser does not receive and reasonably approve the Required Estoppels on or before the Closing Date, Seller may extend the Closing Date up to fourteen (14) days to allow Seller to obtain the Required
Estoppels. If Purchaser does not receive the Required Estoppels on or before the expiration of such fourteen (14) day period, if applicable, Purchaser may either (i) terminate this Agreement in writing delivered to Seller on or before the
Closing Date, in which event the Deposit shall be returned to Purchaser and neither party shall have any further obligations hereunder other than those which expressly survive the Closing or earlier termination of this Agreement, or (ii) waive
the foregoing condition precedent and proceed to Closing. If Purchaser shall not have terminated this Agreement under this Section 4.6 prior to the Closing Date, Purchaser shall be deemed for all purposes to be satisfied with the
responses to Seller’s requests for tenant estoppel certificates and the form and substance of each tenant estoppel certificate and shall have no further right to terminate this Agreement based on the response or lack thereof with respect to the
tenant estoppel certificates. 
  

	5.	 REPRESENTATIONS AND WARRANTIES. 


  

	 	5.1	 By Seller.  Seller represents and warrants to Purchaser as follows: 



5.1.1    Seller is a limited partnership duly organized and validly existing under
the laws of the State of Delaware, has duly authorized the execution and performance of this 

  

			
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Agreement, and such execution and performance will not violate any material term of its articles of incorporation or bylaws. 

5.1.2    To the best of Seller’s knowledge, performance of this Agreement will
not result in any breach of, or constitute any default under, or result in the imposition of any lien or encumbrance upon the Property under, any agreement to which Seller is a party. 

5.1.3    To the best of Seller’s knowledge, there is no existing or pending
litigation with respect to the Property nor have any such actions, suits, proceedings or claims been threatened or asserted, which could have an adverse effect on the Property or Seller’s ability to consummate the transactions contemplated
hereby or that would continue to burden the Property after Closing. 

5.1.4    To the best of Seller’s knowledge, Seller has not received any written
notice of a violation of any governmental requirements (including environmental laws) on the Property, which has not been remedied. 
 5.1.5    To the best of Seller’s knowledge, Seller has not received, with respect to the Property, written notice from any governmental authority regarding any change to the
zoning classification, any condemnation proceedings or proceedings to widen or realign any street or highway adjacent to the Property. 
 5.1.6    To the best of Seller’s knowledge, the list of Service Contracts to be delivered to Purchaser pursuant to this Agreement will be true, correct and complete in all
material respects as of the date of delivery. 
 5.1.7    Seller is not a
“foreign person” within the meaning of Sections 1445 and 7701 the Internal Revenue Code of 1986, as amended (hereinafter, the “Code”). 

5.1.8    To the best of Seller’s knowledge, except for those tenants in
possession of the Improvements under written leases for space in the Improvements, as shown in the Schedule of Leases attached hereto as Exhibit 1.1.6, as of the Effective Date only, there are no other tenants in possession of,
or claiming any possession to, any portion of the Improvements. 
 The representations and warranties set forth
in this Section 5.1 shall survive the Closing. 
 5.2     By
Purchaser.  Purchaser represents and warrants to Seller as follows: 

5.2.1    Purchaser is a limited liability company duly organized, validly existing
and in good standing under the laws of the State of Delaware, is authorized to do business in the State of Texas (or if not qualified to do business in Texas, it or its permitted assignee will be qualified prior to Closing), has duly authorized the
execution and performance of this Agreement, and such execution and performance will not violate any material term of its organizational documents. 

5.2.2    No petition in bankruptcy (voluntary or otherwise), assignment for the
benefit of creditors, or petition seeking reorganization or arrangement or other action under federal or state bankruptcy laws is pending against or contemplated by Purchaser. 

  

			
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 5.2.3    Purchaser acknowledges that, by
the Closing Date, Purchaser will have had sufficient opportunity to inspect the Property fully and completely at its expense in order to ascertain to its satisfaction the extent to which the Property complies with applicable zoning, building,
environmental, health and safety and all other laws, codes and regulations. 

5.2.4    Purchaser acknowledges that, by the Closing Date, Purchaser will have had
sufficient opportunity to review the Leases, contracts, expenses and other matters relating to the Property in order to determine, based upon its own investigations, inspections, tests and studies, whether to purchase the Property and to assume
Seller’s obligations under the Leases, contracts and otherwise with respect to the Property. 
 5.2.5    Unless otherwise disclosed to Seller in writing, Purchaser is a partnership or other form of legal person domesticated in, the United States of America. 

5.2.6    Purchaser will not use the assets of an employee benefit plan as defined in
Section 3(3) of the Employee Retirement Income Security Act of 1974 (“ERISA”) and covered under Title I, Part 4 of ERISA or Section 4975 of the Internal Revenue Code of 1986, as amended, in the performance or
discharge of its obligations hereunder, including the acquisition of the Property. Purchaser shall not assign its interest hereunder to any person or entity which does not expressly make this covenant and warranty for the benefit of Seller.

 The representations and warranties set forth in this Section 5.2 shall survive the Closing. 

5.3    Mutual.    Each of Seller and Purchaser represents to the other
that it has had no dealings, negotiations, or consultations with any broker, representative, employee, agent or other intermediary in connection with the Agreement or the sale of the Property, except for Broker, who will be paid by Seller upon the
Closing of the transaction contemplated hereby and not otherwise, pursuant to a separate written agreement between Seller and Broker. Said commission shall in no event be earned, due or payable unless and until the transaction contemplated hereby is
closed and fully consummated strictly in accordance with the terms and conditions of this Agreement and Seller has actually received the Purchase Price in immediately available funds. Seller and Purchaser agree that each will indemnify, defend and
hold the other free and harmless from the claims of any other broker(s), representative(s), employee(s), agent(s) or other intermediary(ies) claiming to have represented Seller or Purchaser, respectively, or otherwise to be entitled to compensation
in connection with this Agreement or in connection with the sale of the Property. The terms and provisions of this paragraph shall survive Closing hereunder. 
 5.4    Conditions Precedent to Purchaser’s Performance.    Purchaser’s obligation to purchase the Property is subject to the satisfaction or
written waiver of all the conditions described below (which are for Purchaser’s benefit), within the time periods specified, or if no time is specified, by the Closing Date. 

5.4.1        Validity of Representations and
Warranties.    All representations and warranties by Seller in this Agreement shall be true and correct in all material respects as of the Closing Date. 

  

			
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 5.4.2    No Seller Default.  There
shall be no default by Seller under this Agreement which shall have continued beyond the notice and cure period. 
 5.5      Conditions Precedent to Seller’s Performance.    Seller’s obligation to sell the Property is subject to the satisfaction or
written waiver of all conditions set forth below (which are for Seller’s benefit) within the time periods specified, or if no time period is specified, by the Closing Date. 

5.5.1    No Purchaser Default.  There shall be no default by Purchaser under this
Agreement which has continued beyond the applicable notice and cure period. 

5.5.2    Validity of Representations and Warranties.  All representations and
warranties by Purchaser in this Agreement shall be true and correct in all material respects as of the Closing Date. 
  

	6.        COSTS  AND  PRORATIONS.	 


 6.1       Purchaser’s Costs. Purchaser shall pay the following costs of closing this transaction: 

6.1.1      The fees and disbursements of its counsel, inspecting architect
and engineer and any other consultants engaged by Purchaser, if any; 

6.1.2      The cost of any premium charges for extended coverage or special
endorsements to the Title Policy, including, any additional premium charge(s) for endorsements and/or deletion(s) of exception items and any cancellation charge(s) imposed by any title company in the event a title insurance policy is not issued,
unless caused by willful default of Seller hereunder; 

6.1.3      Any and all recording fees; 

6.1.4      One-half (1/2) of any and all escrow fees; 

6.1.5      Any other expense(s) incurred by Purchaser or its
representative(s) in inspecting or evaluating the Property or closing this transaction; and 

6.1.6      All costs relating to the Survey, including, without limitation,
its initial preparation and any update, recertification or changes thereto. 

6.2      Seller’s Costs. Seller shall pay the following costs of closing this
transaction: 
 6.2.1      The cost of the base owner’s Title
Policy in the amount of the Purchase Price, but not any premium charges for extended coverage or special endorsements, including, any additional premium charge(s) for endorsements and/or deletion(s) of exception items; 

6.2.2      One-half (1/2) of any and all escrow fees; 

6.2.3      Any and all sales or use taxes relating to the transfer of
personal property to Purchaser; and 

  

			
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 6.2.4    The fees and disbursements of Seller’s
counsel. 
 6.3    Prorations.  The following shall be prorated as of the
Closing Date and be adjusted against the Purchase Price due at Closing: (a) Rents and any other amounts actually collected from tenants (including common area charges) and other persons using or occupying the Property as of the Closing Date;
(b) personal property taxes, installment payments of special assessment liens, sewer charges, utility charges (utility charges shall be prorated based on the last reading of meters prior to Closing performed at Seller’s request, if
possible) and normally prorated operating expenses actually billed or paid as of the Closing Date; (c) amounts owed by Seller or paid under the Contracts described in Section 3.3 hereof as of the Closing Date; and (d) leasing
commissions, finder’s fees, tenant improvement costs and other leasing costs agreed to be paid by the landlord under the leases shall be paid in full by Seller for each lease, lease renewal or lease modification entered into prior to the
Effective Date (including, without limitation, the proposed lease with G-51 Capital Management LLC) (or if not so paid, Seller shall provide Purchaser with a credit at Closing for such amounts), and leasing commissions, finder’s fees, tenant
improvement costs and other leasing costs agreed to be paid by the landlord under the leases for leases, lease renewals or lease modifications entered into on or after the Effective Date (excluding the proposed lease with G-51 Capital Management
LLC) shall be paid in full by Purchaser to the extent disclosed to Purchaser before the Approval Date pursuant to Section 4.4 of this Agreement, or to the extent approved by Purchaser. In addition to the foregoing, Purchaser shall be
entitled to receive a credit against the Purchase Price at Closing for the amount of any rental abatements or “free rent” periods attributable to periods from and after the Closing Date. Within one hundred eighty (180) days after the
Closing, Purchaser and Seller will make a further adjustment for such rents, taxes or charges which may have accrued or been incurred prior to the Closing Date, but not billed or paid at that date; such obligations shall survive the Closing.

 6.4    Taxes.  Real estate taxes and special assessments relating to the
Property for the year in which Closing occurs shall be prorated as of the Closing Date, regardless of when such taxes are payable. If Closing shall occur before the actual taxes and special assessments payable during such year are known, the
apportionment of taxes shall be upon the basis of taxes for the Property payable during the immediately preceding year, provided that, if the taxes and special assessments payable during the year in which Closing occurs are thereafter determined to
be more or less than the taxes payable during the preceding year (after any appeal of the assessed valuation thereof is concluded), Seller and Purchaser promptly (but no later than March 31, 2012, except in the case of an ongoing tax
protest) shall adjust the proration of such taxes and special assessments, and Seller or Purchaser, as the case may be, shall pay to the other any amount required as a result of such adjustment and this covenant shall not merge with the deed
delivered hereunder but shall survive the Closing. In the event the Property has been assessed for property tax purposes at such rates as could result in “roll back” taxes upon changes in land usage or ownership of the Property, Seller
agrees to pay all such taxes and indemnity and save Purchaser harmless from and against any and all claims and liabilities for such taxes, which obligations shall survive the Closing. 

6.5    Security Deposits.  Purchaser shall be credited at Closing for the amount of
unapplied security deposits under the Leases. With respect to any unapplied security deposits which are in the form of a letter of credit (“Letters of Credit”), Seller shall, at no cost, expense or liability to Seller,
concurrently with Closing, assign to Purchaser all of Seller’s rights and interests in such Letters of Credit pursuant to a written assignment reasonably acceptable to Seller and Purchaser and cooperate with Purchaser in effectuating such
assignment. With respect to any 

  

			
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Letters of Credit, at Closing Seller shall deliver to Purchaser the originals of said Letters of Credit and all documents supplementing or amending the same, and execute and deliver to Purchaser
such documents as are necessary to assign (to the extent such Letters of Credit are assignable) the same to Purchaser and establish Purchaser as the new beneficiary thereunder at no cost, expense or liability to Seller, except that under no
circumstances shall Seller have any obligation to present for payment any such Letters of Credit or to execute any documents that would accompany the presentment of any such Letters of Credit for payment. The provisions of this
Section 6.5 shall survive the Closing. 
 6.6     Contractual
Obligations.  Except for tenant improvement obligations which shall be governed by Section 6.3, Seller shall remain responsible for capital improvement contracts and other contracts pertaining to work of improvements
entered into prior to Closing (or if any amounts due under such contracts are not paid prior to Closing, then Seller shall provide Purchaser with a credit at Closing for such amounts), except to the extent such contracts are Contracts assumed by
Purchaser at Closing. The provisions of this Section 6.6 shall survive the Closing. 

6.7     Additional Rent Reconciliation.  To the extent that any additional rent
(including, without limitation, estimated payments for operating expenses and/or real estate taxes) (collectively, “Expenses”) is paid by tenants to landlord under the Leases based on an estimated payment basis (monthly,
quarterly, or otherwise) for which a future reconciliation of actual Expenses to estimated payments is required to be performed at the end of a reconciliation period, Purchaser and Seller shall make an adjustment at the Closing for the applicable
reconciliation period (or periods, if the Leases do not have a common reconciliation period) based on a comparison of the actual Expenses to the estimated payments at the Closing. If, as of the Closing, Seller has received additional rent payments
in excess of the amount that tenants will be required to pay, based on the actual Expenses as of the Closing, Purchaser shall receive a credit in the amount of such excess. If, as of the Closing, Seller has received additional rent payments that are
less than the amount that tenants would be required to pay based on the actual Expenses as of the Closing, Purchaser shall deliver to Seller the amount of such deficiency within thirty (30) days of the reconciliation pursuant to which the
tenants’ payments of such deficient amounts are received by Purchaser. 
 6.8     In
General.  Any other costs or charges of closing this transaction not specifically mentioned in this Agreement shall be paid and adjusted in accordance with local custom in Travis County, Texas. 

6.9     Purpose and Intent.  Except as expressly provided herein, the purpose and
intent as to the provisions of prorations and apportionments set forth in this Section 6 and elsewhere in this Agreement is that Seller shall bear all expenses of ownership and operation of the Property and shall receive all income
therefrom accruing through midnight at the end of the day preceding the Closing Date and Purchaser shall bear all such expenses and receive all such income accruing thereafter. 

 

	7.	 DAMAGE, DESTRUCTION OR CONDEMNATION. 



7.1     Material Event.  If, prior to Closing, the number of parking spaces on the
Property are reduced by fifteen percent (15%) or more, or such reduction would result in a violation of applicable zoning laws, or covenants, conditions and restrictions affecting the Property, the buildings are damaged and the cost of repair
exceeds $720,000.00 (as determined by Seller and its 

  

			
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contractors in consultation with Purchaser) or access to the Property is materially and adversely affected, or is destroyed or taken under power of eminent domain and the cost or repair exceeds
$720,000 (as determined by Seller and its contractors in consultation with Purchaser) (a “Material Event”), Purchaser may elect to terminate this Agreement by giving written notice of its election to Seller within seven
(7) days after receiving notice of such destruction or taking. If Purchaser does not give such written notice within such seven (7) day period, this transaction shall be consummated on the date and at the Purchase Price provided for in
Section 2, and Seller will assign to Purchaser the physical damage proceeds of any insurance policy(ies) payable to Seller, or Seller’s portion of any condemnation award, in both cases, up to the amount of the Purchase Price, and,
if an insured casualty, pay to Purchaser the amount of any deductible but not to exceed the amount of the loss. Notwithstanding the foregoing, if the Property suffers any damage or destruction that is an uninsured loss, then Purchaser may terminate
this Agreement in which event the Deposit shall be refunded to Purchaser, and neither party shall have any further right or obligation hereunder other than the Surviving Obligations; provided, however, that Seller can supersede Purchaser’s
termination right for such uninsured loss by providing a credit to Purchaser at Closing in the amount of the uninsured loss. 
 7.2        Immaterial Event.  If, prior to Closing, the Property is subject to a casualty or a condemnation event that is not a Material Event,
Purchaser shall close this transaction on the date and at the Purchase Price agreed upon in Section 2, and Seller will assign to Purchaser the physical damage proceeds of any insurance policies payable to Seller, or Seller’s rights
to any portion of any condemnation award, in both cases, up to the amount of the Purchase Price and, if an insured casualty, pay to Purchaser the amount of any deductible but not to exceed the amount of the loss. 

7.3        Termination and Return of Deposit.  If Purchaser
elects to terminate this Agreement pursuant to this Section 7, and if Purchaser is not, on the date of such election, in default under the Agreement, Seller shall promptly direct the Title Company to return the Deposit to Purchaser, and
neither party shall have any further liability hereunder except for the Surviving Obligations. 

8.        NOTICES.  Any notice required or permitted to be given hereunder shall
be deemed to be given when hand delivered or one (1) business day after pickup by Emery Air Freight, Airborne, Federal Express, or similar overnight express service, or by facsimile (only as provided below) in either case addressed to the
parties at their respective addresses referenced below: 
  

			
	 If Seller:
	  	 c/o INVESCO Real Estate

		  	 Three Galleria Tower, Suite 500

		  	 13155 Noel Road

		  	 Dallas, Texas 75240

		  	 Attention: Stephanie Bennett

		  	 Telephone: (972) 715-5893

		  	 Fax: (972) 715-5814

		
	 with a copy to:
	  	 Invesco Advisers, Inc.

		  	 Three Galleria Tower, Suite 500

		  	 13155 Noel Road

		  	 Dallas, Texas 75240

		  	 Attention: Keisha McGriff

		  	 Telephone: (972) 715-5873



  

			
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		  	 Fax: (972) 715-7474

		
	   with a copy to:
	  	 Andrews Kurth LLP

		  	 1717 Main Street, Suite 3700

		  	 Dallas, Texas 75201

		  	 Attention: Andrew L. Campbell, Esq. and

		  	 Nicole Graves, Esq.

		  	 Telephone: (214) 659-4511 (Campbell)

		  	 (214) 659-4653 (Graves)

		  	 Facsimile: (214) 659-4401 (Campbell)

		  	 (214) 659-4816 (Graves)

		  	 E-mail:  andrewcampbell@andrewskurth.com

		  	 nicolegraves@andrewskurth.com

		
	   If Purchaser:
	  	 KBS Capital Advisors LLC

		  	 311 South Wacker Drive, Suite 6550

		  	 Chicago, IL 60606

		  	 Attention: Bill Rogalla

		  	 Telephone: (312) 360-1530

		  	 Facsimile: (312) 360-1544

		  	 Email: brogalla@kbsrealty.com

		
	   with a copy to:
	  	 Greenberg Traurig, LLP

		  	 3161 Michelson Drive, Suite 1000

		  	 Irvine, CA 92612

		  	 Attention: Bruce Fischer

		  	 Telephone: 949.732.6670

		  	 Facsimile:

		  	 Email: fischerb@gtlaw.com

		
	   If to Title Company:
	  	 Commonwealth Land Title Insurance Company

		  	 801 S. Figueroa Street, Suite 870

		  	 Los Angeles, CA 90017

		  	 Attention: Sean Cruz (Title Agent)

		  	 Telephone: (213) 330-3041

		  	 Facsimile:(213) 330-3081

		  	 Email:  scruz@ltic.com

		
	   If to Title Company:
	  	 Commonwealth Land Title Insurance Company

		  	 4100 Newport Place Drive #120

		  	 Newport Beach, CA. 92660

		  	 Attention: Joy Eaton (Escrow Agent)

		  	 Telephone: (949) 724-3145

		  	 Facsimile: (949) 271-5762

		  	 Email:  joyeaton@ltic.com


 or in each case to such other address as either party may from time to time designate by giving notice in
writing to the other party. Except for facsimile notices between 9:00 a.m. and 5:00 p.m. 

  

			
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Dallas time on a business day that are followed up by an overnight courier delivery, telephone and facsimile numbers are for informational purposes only. Effective notice will be deemed given
only as provided above. 
  

	9.	 CLOSING AND ESCROW. 


 9.1     Escrow Instructions.  Upon execution of this Agreement, the parties shall deliver an executed counterpart of this Agreement to the Title Company to serve as
the instructions to the Title Company as the escrow holder for consummation of the transaction contemplated herein. Seller and Purchaser agree to execute such additional and supplementary escrow instructions as may be appropriate to enable the Title
Company to comply with the terms of this Agreement; provided, however that in the event of any conflict between the provisions of this Agreement and any supplementary escrow instructions, the terms of the Agreement shall prevail. 

9.2     Seller’s Deliveries.  Seller shall deliver either at the Closing or by
making available at the Property, as appropriate, the following original documents, each executed and, if required, acknowledged: 
 9.2.1    A Special Warranty Deed to the Property, in the form attached hereto as Exhibit 9.2.1, subject to the matters set out in Section 3.4 and other
matters subsequently approved by Purchaser or Purchaser’s counsel. 

9.2.2    A Bill of Sale in the form attached hereto as Exhibit
9.2.2. 
 9.2.3    An Assignment and Assumption of Leases in the
form attached hereto as Exhibit 9.2.3. 
 9.2.4    An
Assignment and Assumption of Contracts in the form attached hereto as Exhibit 9.2.4. 
 9.2.5    (i) The Leases described in Section 1.1.6 which are still in effect as of Closing and any new leases entered into pursuant to Section 4.4; and
(ii) a current, uncertified listing of any tenant security deposits and prepaid rents held by Seller with respect to the Property. 
 9.2.6    An affidavit pursuant to the Foreign Investment and Real Property Tax Act in the form attached hereto as Exhibit 9.2.6. 

9.2.7    A letter notifying tenants of the conveyance of the Property in the form
attached hereto as Exhibit 9.2.7. 

9.2.8    Seller’s standard owner’s affidavit, the form of which is attached
hereto as Exhibit 9.2.8. 
 9.2.9    Copies of all
Contracts which Purchaser has elected to assume or which are not terminable by Seller on or before the Closing Date. 
 9.2.10  All books and records at the Property held by or for the account of Seller, including, without limitation, plans and specifications, as available. 

  

			
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 A signed settlement statement (which shall be delivered to the Title Company, but not
Purchaser). 
 9.2.10  The Letters of Credit described in Section 6.5 of this Agreement.

 9.2.11  Any additional documents and/or instruments (signed by Seller and acknowledged, if
appropriate) as may be necessary to comply with this Agreement or as Title Company may reasonably require. 

9.3     Purchaser’s Deliveries.  At the Closing, Purchaser shall (i) pay
Seller the Purchase Price; and (ii) execute the agreements referred to in Sections 9.2.2, 9.2.3, 9.2.4, and 9.2.7. In addition, Purchaser shall deliver any additional documents and/or instruments (signed by Purchaser
and acknowledged, if appropriate) as may be necessary to comply with this Agreement and/or as Title Company may reasonably require. 
 9.4     Possession.  Purchaser shall be entitled to possession of the Property upon conclusion of the Closing. 

9.5     Insurance.  Seller shall terminate its policies of insurance as of noon on
the Closing Date, and Purchaser shall be responsible for obtaining its own insurance thereafter. 

9.6     Post-Closing Collections.  Purchaser shall use commercially reasonable
efforts during the five (5) month period immediately following Closing to collect and promptly remit to Seller rents or other amounts due Seller for the period prior to Closing. Seller acknowledges that Purchaser’s monthly billing of
unpaid amounts shall be commercially reasonable efforts. Purchaser shall apply such rents or other amounts received, first for the account of Purchaser for amounts currently due to Purchaser; second, to Seller for any and all amounts due to Seller
for periods prior to Closing; and the balance to be retained by Purchaser. If Purchaser uses its best efforts to collect past-due amounts owed to Seller for the first five (5) months after Closing but is unsuccessful, Seller shall have the
right to collect delinquent rents thereafter, but in no event shall Seller have the right to evict any tenant or terminate any tenant’s lease. This Section shall survive the Closing. 

 

	10.	 Default; Failure of Condition. 


 10.1     Purchaser Default.  If Purchaser shall become in breach of or default under this Agreement and Purchaser fails to acquire the Property when it is obligated to
do so and the breach or default continues beyond the expiration of the cure period, if any, provided in Section 11.6 hereof, the Deposit shall be retained by Seller as liquidated damages, and both parties shall be relieved of and released from
any further liability hereunder except for the Surviving Obligations. Seller and Purchaser agree that the Deposit is a fair and reasonable amount to be retained by Seller as agreed and liquidated damages in light of Seller’s removal of the
Property from the market and the costs incurred by Seller and shall not constitute a penalty or a forfeiture. For any other default or breach of the Agreement (other than a failure to acquire the Property when Purchaser is obligated to do so) that
continues beyond the expiration of the applicable notice and cure period, Seller may pursue any and all remedies available at law or in equity, including but not limited to the rights, remedies and indemnities available under this Agreement.

 10.2     Seller Default.  If Seller shall refuse or fail to convey the
Property as herein provided for any reason other than (a) a default by Purchaser and the expiration of the cure period, if any, 

  

			
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provided under Section 11.6 hereof; (b) the existence of a Pending Default (as defined in and contemplated by Section 11.6); or (c) any other provision of this Agreement which
permits Seller to terminate this Agreement or otherwise relieves Seller of the obligation to convey the Property, Purchaser shall elect as its sole and exclusive remedy hereunder either to (i) terminate the Agreement and recover the Deposit,
and to the extent the default by Seller is a willful default by Seller, Purchaser shall be entitled to a reimbursement from Seller of Purchaser’s actual third party out-of-pocket expenses incurred in connection with this Agreement not to exceed
$50,000 in the aggregate, or; (ii) within thirty (30) days of Seller’s default, to enforce Seller’s obligations to convey the Property by delivering written notice to Seller which describes such default and states
Purchaser’s election to enforce specific performance and actually filing suit within such 30-day period, provided if such limitation on the time period to file suit is prohibited or limited by law, the time period shall be extended to the
minimum limitation period allowed by law, and provided that no such action in specific performance shall seek to require Seller to do any of the following: (1) change the condition of the Property or restore the same after any fire or other
casualty; (2) subject to Section 10.3 below and Section 3.2 above, expend money or post a bond to remove a title encumbrance or defect or correct any matter shown on a survey of the Property; or (3) secure any permit, approval, or
consent with respect to the Property or Seller’s conveyance of the Property. Purchaser waives any right to receive damages as a result of Seller’s default. 

10.3        Failure of Condition.  If, prior to Closing, Seller
discloses to Purchaser or Purchaser discovers that (i) title to the Property is subject to defects, limitations or encumbrances other than Permitted Encumbrances; or (ii) any representation or warranty of Seller contained in this Agreement
is or, as of the Closing Date, will be untrue, then Purchaser may promptly give Seller written notice of its objection thereto. In such event, Seller may elect to postpone the Closing for fourteen (14) days and attempt to cure such objection,
provided that Purchaser may not object to the state of title of the Property on the basis of matters set out in Section 3.4 above. The parties acknowledge and agree that Seller shall have no obligation to cure any objection within
(i) or (ii) above. If Purchaser fails to waive any such objection within ten (10) days after notice from Seller that Seller will not cure the objection, this Agreement will terminate automatically and Seller shall promptly direct the
Title Company to return the Deposit to Purchaser, provided that Purchaser shall not be in default hereunder, and neither party shall have any liability to the other except for the Surviving Obligations. 

 

	11.      MISCELLANEOUS.	 


 11.1        Entire Agreement.  This Agreement, together with the Exhibits attached hereto, all of which are incorporated by reference, is the
entire agreement between the parties with respect to the subject matter hereof, and no alteration, modification or interpretation hereof shall be binding unless in writing and signed by both parties. 

11.2        Severability; Construction.  If any provision of
this Agreement or application to any party or circumstances shall be determined by any court of competent jurisdiction to be invalid and unenforceable to any extent, the remainder of this Agreement or the application of such provision to such person
or circumstances, other than those as to which it is so determined invalid or unenforceable, shall not be affected thereby, and each provision hereof shall be valid and shall be enforced to the fullest extent permitted by law. All dollar amounts
stated in this Agreement are U.S. dollar amounts. The normal rule of construction that any ambiguities be resolved against the 

  

			
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drafting party shall not apply to the interpretation of this Agreement or any exhibits or amendments hereto. 

11.3        Applicable Law;
Venue.        THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT, THE RELATIONSHIP OF THE PARTIES, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS
AND DUTIES OF THE PARTIES WILL BE GOVERNED BY THE LAWS OF THE STATE WHERE THE PROPERTY IS LOCATED WITHOUT REGARD TO ANY CONFLICTS OF LAW PRINCIPLES. THIS AGREEMENT IS PERFORMABLE IN AND EXCLUSIVE VENUE FOR ANY ACTION BROUGHT WITH RESPECT HERETO
SHALL LIE IN THE STATE COURT FOR THE COUNTY IN WHICH THE LAND IS LOCATED, OR, IF APPLICABLE, THE UNITED STATES DISTRICT COURT FOR THE DISTRICT IN WHICH THE LAND IS LOCATED, WITHOUT REGARD TO CONFLICTS IN LAW. 

11.4        Assignability.  Except for an assignment to a wholly
owned subsidiary of Purchaser or to an entity to which Purchaser acts as the investment advisor (for which Seller’s consent shall not be required so long as such entity complies with the requirements of Section 11.22 of this
Agreement), Purchaser may not assign this Agreement without first obtaining Seller’s written consent. Any assignment in contravention of this provision shall be void. No assignment shall release the Purchaser herein named from any obligation or
liability under this Agreement. Any assignee shall be deemed to have made any and all representations and warranties made by Purchaser hereunder, as if the assignee were the original signatory hereto. If Purchaser requests Seller’s written
consent to any assignment, Purchaser shall (1) notify Seller in writing of the proposed assignment; (2) provide Seller with the name and address of the proposed assignee; (3) provide Seller with financial information including
financial statements of the proposed assignee; and (4) provide Seller with a copy of the proposed assignment. 
 11.5        Successors Bound.  This Agreement shall be binding upon and inure to the benefit of Purchaser and Seller and their respective
successors and permitted assigns. 

11.6        Breach.  Should either party be in breach of or
default under or otherwise fail to comply with any of the terms of this Agreement, except as otherwise provided in this Agreement, the complying party shall have the option to cancel this Agreement upon ten (10) days written notice to the other
party of the alleged breach, default or failure by such other party to cure such breach within such ten (10) day period. The non-defaulting party shall promptly notify the defaulting party in writing of any such alleged breach, default or
failure upon obtaining knowledge thereof. The Closing Date shall be extended to the extent necessary to afford the defaulting party the full ten-day period within which to cure such breach, default or failure; provided, however, that the failure or
refusal by a party to perform on the scheduled Closing Date (except in respect of a Pending Default by the other party) shall be deemed to be an immediate default without the necessity of notice; and provided further, that if the Closing Date shall
have been once extended as a result of default by a party, such party shall be not be entitled to any further notice or cure rights with respect to that or any other default. For purposes of this Section 11.6, a “Pending
Default” shall be a default for which (i) written notice was given by the non-defaulting party, and (ii) the cure period extends beyond the scheduled Closing Date. 

  

			
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 11.7          No Public
Disclosure.  Neither Seller nor Purchaser shall make any public disclosure of the terms of this transaction, either before or after Closing, without the prior written consent of the other, except that Purchaser may discuss the
transaction in confidence with proposed joint venturers or prospective mortgagees or otherwise as required by applicable law and Seller may discuss and disclose the transaction with its partners, lenders, investors, and investment advisors. The
provisions of this Section 11.7 shall survive Closing and any termination of this Agreement. Notwithstanding any other term of this Agreement, the provisions of this Section 3.1.4 shall survive Closing or the termination of
this Agreement. Notwithstanding the foregoing and anything to the contrary in this Agreement, nothing contained herein shall impair Purchaser’s (or its permitted assignee’s) right to disclose information relating to this Agreement or the
Property (a) to any due diligence representatives and/or consultants that are engaged by, work for or are acting on behalf of, any securities dealers and/or broker dealers evaluating Purchaser or its permitted assignees, (b) in connection
with any filings (including any amendment or supplement to any S-11 filing) with any governmental agencies (including the SEC) by any REIT holding an interest (direct or indirect) in any permitted assignee of Purchaser, and (c) to any
broker/dealer in the REIT’s broker/dealer network and any of the REIT’s investors. 

11.8          Captions.  The captions in this
Agreement are inserted only as a matter of convenience and for reference and in no way define, limit or describe the scope of this Agreement or the scope or content of any of its provisions. 

11.9          Attorneys’ Fees.  In the event of
any litigation arising out of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees and costs. 
 11.10        No Partnership.  Nothing contained in this Agreement shall be construed to create a partnership or joint venture between the parties
or their successors in interest. 
 11.11        Time of
Essence.  Time is of the essence in this Agreement. 

11.12        Counterparts.  This Agreement may be executed and
delivered in any number of counterparts, each of which so executed and delivered shall be deemed to be an original and all of which shall constitute one and the same instrument. 

11.13        Recordation.  Purchaser and Seller agree not to
record this Agreement or any memorandum hereof. The terms of this Section 11.13 shall survive any termination of this Agreement. 
 11.14        Proper Execution.  The submission by Seller to Purchaser of this Agreement in unsigned form shall be deemed to be a submission solely
for Purchaser’s consideration and not for acceptance and execution. Such submission shall have no binding force and effect, shall not constitute an option, and shall not confer any rights upon Purchaser or impose any obligations upon Seller
irrespective of any reliance thereon, change of position or partial performance. The submission by Seller of this Agreement for execution by Purchaser and the actual execution and delivery thereof by Purchaser to Seller shall similarly have no
binding force and effect on Seller unless and until Seller shall have executed this Agreement and the Deposit shall have been received by the Title Company and a counterpart thereof shall have been delivered to Purchaser. 

11.15        Tax Protest.  If, as a result of any tax protest or
otherwise, any refund is paid or reduction of any real property or other tax or assessment is made available relating to the Property 

  

			
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with respect to any period for which, under the terms of this Agreement, Seller is responsible, Seller shall be entitled to receive or retain such refund or the benefit of such reduction, less
the equitable prorated costs of collection. The terms of this Section 11.15 shall survive the Closing. 
 11.16        Survival and Limitation of Representations and Warranties; Seller’s Knowledge.  The representations and warranties set forth in
this Agreement are made as of the date of this Agreement and are remade as of the Closing Date and Section 5.1 shall survive the Closing but written notification of any claim arising therefrom must be received by Seller within nine
(9) months of the Closing Date or such claim shall be forever barred and Seller shall have no liability with respect thereto. The aggregate liability of Seller for breach of any representations and warranties shall not exceed $540,000; and
recovery of actual damages up to that amount is Purchaser’s sole and exclusive remedy for any such breach; provided, however, Seller shall have no liability to Purchaser for matters disclosed by Seller or discovered by Purchaser prior to
Closing. For matters disclosed or discovered prior to Closing, Purchaser’s sole rights and remedies shall be as set forth in Section 10.3. Whenever a representation or warranty is made in this Agreement on the basis of the best
knowledge of Seller, such representation and warranty is made with the exclusion of any facts otherwise known or disclosed to Purchaser (provided, if Purchaser obtains knowledge of a fact or condition that would otherwise make a representation or
warranty of Seller untrue, but for this provision, for purposes of Section 5.4 only, such representation shall not be deemed to be correct), and is made solely on the basis of the actual knowledge without inquiry or investigation of
Asset Manager; provided, however, that such individual shall have no personal liability with respect to any such representation or warranty. The provisions of this Section 11.16 shall survive the Closing. 

11.17        No Processing.  Without Seller’s prior written
consent, until the Closing, Purchaser shall not make any application to any governmental agency for any permit, approval, license or other entitlement for the Property or the use or development thereof, or have any communications with any
governmental agency or official relating to the condition (environmental or otherwise) of the Property; provided, however, that Purchaser may make routine contact with applicable governmental agencies for purposes of obtaining customary zoning
letters. 
 11.18        Calculation of Time
Periods.  Unless otherwise specified, in computing any period of time described herein, the day of the act or event after which the designated period of time begins to run is not to be included and the last day of the period so
computed is to be included at, unless such last day is a Saturday, Sunday or legal holiday for national banks in the location where the Property is located, in which event the period shall run until the end of the next day which is neither a
Saturday, Sunday, or legal holiday. The last day of any period of time described herein shall be deemed to end at 5:00 p.m. Dallas, Texas time. 
 11.19        Section 1031 Exchange.  Either party may consummate the purchase or sale (as applicable) of the Property as part of a so-called
like kind exchange (an “Exchange”) pursuant to § 1031 of the Code, provided that: (a) the Closing shall not be delayed or affected by reason of the Exchange nor shall the consummation or accomplishment of an
Exchange be a condition precedent or condition subsequent to the exchanging party’s obligations under this Agreement, (b) the exchanging party shall effect its Exchange through an assignment of this Agreement, or its rights under this
Agreement, to a qualified intermediary, (c) neither party shall be required to take an assignment of the purchase agreement for the relinquished or replacement property or be required to acquire or hold title to any real property for purposes
of consummating an Exchange desired by the 

  

			
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other party; (d) the exchanging party shall pay any additional costs that would not otherwise have been incurred by the non-exchanging party had the exchanging party not consummated the
transaction through an Exchange (such payment obligation shall survive Closing or any termination of this Agreement); and (e) the non-exchanging party shall not be required to execute any documents in connection with the Exchange other than a
simple consent. Neither party shall by this Agreement or acquiescence to an Exchange desired by the other party have its rights under this Agreement affected or diminished in any manner or be responsible for compliance with or be deemed to have
warranted to the exchanging party that its Exchange in fact complies with §1031 of the Code. 

11.20        Limitation of Liability.  Purchaser hereby
acknowledges and agrees that in no event shall any partner, member, manager, shareholder, or officer of Seller ever be liable to Purchaser as a result of a breach of this Agreement, and Purchaser agrees to look solely to Seller for satisfaction of
any claim, loss or damage. The provisions of this Section 11.20 shall survive Closing or any termination of this Agreement. 
 11.21        Jury Waiver.  PURCHASER AND SELLER DO HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THEIR RIGHT TO A TRIAL BY JURY IN RESPECT
OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, OR UNDER OR IN CONNECTION WITH THIS AGREEMENT, THE DOCUMENTS DELIVERED BY PURCHASER AT CLOSING OR SELLER AT CLOSING, OR ANY COURSE OF CONDUCT, COURSE OF DEALINGS, STATEMENTS (WHETHER VERBAL OR
WRITTEN) OR ANY ACTIONS OF EITHER PARTY ARISING OUT OF OR RELATED IN ANY MANNER WITH THIS AGREEMENT OR THE PROPERTY (INCLUDING WITHOUT LIMITATION, ANY ACTION TO RESCIND OR CANCEL THIS AGREEMENT AND ANY CLAIMS OR DEFENSES ASSERTING THAT THIS
AGREEMENT WAS FRAUDULENTLY INDUCED OR IS OTHERWISE VOID OR VOIDABLE). THIS WAIVER IS A MATERIAL INDUCEMENT FOR SELLER TO ENTER INTO AND ACCEPT THIS AGREEMENT AND THE DOCUMENTS DELIVERED BY PURCHASER AT CLOSING AND SHALL SURVIVE THE CLOSING OF
TERMINATION OF THIS AGREEMENT. 
 11.22        Prohibited Persons and
Transactions.  Each of Seller and Purchaser represents to the other that neither it, nor any of its respective partners, members, shareholders or other equity owners, is, nor will they become, a person or entity with whom United States
persons or entities are restricted from doing business under regulations of the Office of Foreign Asset Control (“OFAC”) of the Department of the Treasury (including those named on OFAC’s Specially Designated and Blocked
Persons List) or under any statute, executive order (including the September 24, 2001 Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental
action, and is not and will not engage in any dealings or transactions or be otherwise associated with such persons or entities. The foregoing representations shall survive Closing and any termination of this Agreement. 

11.23        Merger Provision.  Except as otherwise expressly
provided herein, any and all rights of action of Purchaser for any breach by Seller of any representation, warranty or covenant contained in this Agreement shall merge with the Deed and other instruments executed at Closing, shall terminate at
Closing and shall not survive Closing. 

  

			
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 11.24        Cooperation with S-X
3-14 Audit.  Seller acknowledges that Purchaser is a publicly owned real estate investment trust. As a publicly owned real estate investment trust, Purchaser is obligated to, among other things, make certain filings with the
Securities Exchange Commission, including, without limitation, an audit of the Property’s financial records that related to the most recent pre-acquisition fiscal year. Prior to the Effective Date of this Agreement, Seller has provided
Purchaser with the due diligence items Purchaser requires in order to assist the Purchaser or its permitted assignee in preparing its SEC Filings. From the Effective Date until the Closing or earlier termination of this Agreement, Seller shall
continue to reasonably cooperate with Purchaser or its permitted assignee regarding document production at no cost or expense to Seller and without otherwise increasing Seller’s obligations or liability under this Agreement. In no event shall
Seller provide or be obligated to provide to any accounting firm a representation letter or similar letter in connection with the 3-14 audit described above; provided, however, that Seller agrees to submit to Property Manager the
questionnaire which is attached hereto as Exhibit 11.24 (the “Questionnaire”). If Purchaser does not receive a response to the Questionnaire from Property Manager prior to the Approval Date, or if the
information in the Property Manager’s response is untrue or inaccurate in any way, or if Purchaser is not satisfied with Property Manager’s response to the Questionnaire for any reason, Purchaser may, as its sole and exclusive remedy,
terminate this Agreement upon written notice delivered to Seller on or before the Approval Date, whereupon the Deposit shall be refunded to Purchaser and neither party shall have any further obligations hereunder except for the Surviving
Obligations. Nothing contained herein or in the Questionnaire shall amend, alter or otherwise modify the other terms and conditions set forth in Section 11.16 of this Agreement, nor shall the Questionnaire be construed as a
representation or warranty by Seller or be construed to bind Seller or otherwise make Seller liable or responsible for the response or lack of response set forth in the Questionnaire. Seller shall have no liability to Purchaser in the event the
Questionnaire is not executed or returned by Property Manager. 

  

			
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 IN WITNESS WHEREOF, Purchaser and Seller have executed this Agreement on the
date set forth below, effective as of the Effective Date. 
  

											
	SELLER:	 	 LAS CIMAS IV LIMITED PARTNERSHIP,
 a Delaware limited partnership,
 d/b/a in Texas as LC IV Limited
Partnership

			
		 	 By:
	 	 LINCOLN-LAS CIMAS 4 LTD.,
 a Texas limited partnership,
 its general partner

					
		 		 	 By:
	 		 	 Lincoln GP Las Cimas 4, Inc.,
 a Texas corporation, its general partner

					
		 		 		 	 By:
	 	     /s/ authorized signatory

		 		 		 	 Name:
	 	
                             
                  

		 		 		 	 Its:
	 	     VP


  
 By execution
hereof, the Title Company hereby covenants and agrees to be bound by the terms of this Agreement. 
  
  

					
		 	 COMMONWEALTH LAND TITLE INSURANCE

COMPANY

			
		 	 By:
	 	 /s/ Joy Eaton

		 	 Name:
	 	 Joy Eaton

		 	 Title:
	 	 Sr. Commercial Escrow Officer



  

			
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	PURCHASER:
	
	 KBS CAPITAL ADVISORS LLC,
 a Delaware limited liability company

		
	 By:
	 	 /s/ Charles J. Schreiber, Jr.

		 	 Charles J. Schreiber, Jr.,
 Chief Executive Officer



  

			
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 EXHIBIT 1.1.1 
 LEGAL DESCRIPTION 
 A DESCRIPTION OF A 9.691 ACRE (APPROX.
422,160 S.F.) TRACT OF LAND IN THE JOHN SWESEY SURVEY NO. 506, TRAVIS COUNTY, TEXAS, BEING ALL OF A 9.691 ACRE TRACT OF LAND DESCRIBED IN A SPECIAL WARRANTY DEED TO LINCOLN-LAS CIMAS 4 LTD., DATED NOVEMBER 30, 2006, AND RECORDED UNDER DOCUMENT NO.
2007048514 OF THE OFFICIAL PUBLIC RECORDS OF TRAVIS COUNTY, TEXAS; SAID 9.691 ACRES BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: 

BEGINNING at a  1/2” rebar with cap set in the west right-of-way line of Capital
of Texas Highway Loop 360, (right-of-way width varies), for the northeast corner of said 9.691 acre tract and the southeast corner of Lot 5A, Block A, Amended Plat of Block A of Las Cimas Office Park, a subdivision of record in Volume 102, Page 167
of the Plat Records of Travis County, Texas, from which a concrete highway monument found for an angle point in the west right-of-way line of Capital of Texas Highway Loop 360 and the east line of said Lot 5A bears North 31°26’52”
West, a distance of 340.09 feet; 
 THENCE with the west right-of-way line of said Capital of
Texas Highway and the east line of the 9.651 acre tract, the following two (2) courses: 
 South
31°26’52” East, a distance of 319.67 feet to a concrete highway monument found; 
 South 31°45’03” East, a distance of 30.01 feet to a  1/2” rebar found for the southeast corner of the 9.691 acre tract and the northeast corner of a 37.25 acre tract of land described in Volume 3977, Page 884 of the Deed Records of
Travis County, Texas; 
 THENCE North 80°05’13” West, with the
south line of the 9.691 acre tract and the north line of said 37.25 acre tract, a distance of 1764.18 feet to a  1/2” rebar with Chaparral cap found for the southwest corner of the 9.651 acre tract, the northwest corner of the 37.25 acre tract, the northeast corner of Lot 18, Block N, The
Hills of Lost Creek Section Four Phase A, a subdivision of record in Volume 83, Page 15 of the Plat Records of Travis County, Texas, and also being the southeast corner of Lot 19, Block N, The Hills of Lost Creek Section Four, Phase A;

 THENCE North 28°22’49” East, with the west line of the 9.691
acre tract and the east line of said Lot 19, passing at a distance of 94.89 feet a  1/2” rebar found for the northeast corner of Lot 19 and the termination of the south right-of-way line of Whitemarsh Valley Walk (60’ right-of-way), and continuing an additional distance of 62.94
feet to a P.K. nail found for the termination of the north right-of-way line of Whitemarsh Valley Walk, and the southeast corner of Lot 1A, Block Q, Amended Plat of Lot 11, Camelot Section One and Lots 1 and 2, Block Q, The Hills of
Lost Creek Section Four, Phase A, a subdivision of record in Document No. 199900320 of the 

  

			
	 EXHIBIT 1.1.1
 PURCHASE AND SALE AGREEMENT
	 	Page 29
	 Las Cimas - 900 SA. Capital of Texas Highway, Austin, Texas
	 	









 Official Public Records of Travis County, Texas, and
continuing for a total distance of 278.30 feet to a  1/2” rebar found for the northwest corner of the 9.691 acre tract, being an angle point in the east line of said Lot 1A; 

THENCE South 80°01’22” East, with the north line of the 9.691 acre tract,
passing at 0.87 feet a  1/2” iron pipe found
for an angle point in the east line of Lot 1A, being also the southwest corner of Lot 2, Block B, Las Cimas Office Park, a subdivision of record in Volume 86, Page 189A of the Plat Records of Travis County, Texas, and continuing an additional
distance of 264.24 feet to a  1/2” rebar with
Chaparral cap found for the termination of the west right-of-way line of Las Cimas Parkway (90 foot right-of-way width) and the southeast corner of said Lot 2, and continuing with the north line of the 9.691 acre tract and the south line of said
Amended Plat of Block A, of Las Cimas Office Park, a total distance of 1444.84 feet to the POINT OF BEGINNING, containing 9.691 acres of land, more or less. 

  

			
	 EXHIBIT 1.1.1
 PURCHASE AND SALE AGREEMENT
	 	Page 30
	 Las Cimas - 900 SA. Capital of Texas Highway, Austin, Texas
	 	









 EXHIBIT 1.1.3 
 SCHEDULE OF PERSONAL PROPERTY 
 Las Cimas IV 

Personal Property List 

 



			
	 Description
  
	 	
Quantity
  

	 30X72 Table
	 	2
	 Folding Chair
	 	2
	 Elevator pads (per set)
	 	2
	 Trash Can/Ash Urn
	 	5
	 Ash Urn - I5in pot
	 	1
	 Rubbermaid Trash Can
	 	2
	 Samsung Syncmaster 400 PX 40” LCD screen
	 	1
	 Dell OptiPlex GX 745 Minitower
	 	1
	 Dell Optiplex 755 computer w/monitor
	 	1
	 Dell Vostro 200 computer w/monitor
	 	1
	 Epson All CX9400F Printer
	 	1
	 Linksys
	 	1
	 Key Cabinet
	 	2
	 Extension Cord
	 	1
	 Surge Protector
	 	1
	 Plunger
	 	1
	 Sand (70 lb.)
	 	2
	 Clothes
	 	8
	 Stainless Steel Cleaner
	 	1
	 Wet Vac
	 	1
	 6’ Ladder
	 	1
	 Allen Wrench Set
	 	1
	 Screw Driver Set
	 	1




			
	
Description
  
	 	
Quantity
  

	
Flashlight
	 	1
	
WD40
	 	1
	 Peg board
with pegs
	 	1
	 20”
Box Fan
	 	1
	 15”
Shelf
	 	1
	 Pole Light
Changer
	 	1
	 C
Batteries
	 	1
	 Wire
Cutters
	 	1
	 8”
Husky Wrench
	 	1
	 Hex
Wrench
	 	1
	 Volt
Tester
	 	1
	 Electric
Tape
	 	2
	
Anchors
	 	1
	 Utility
Knife
	 	1
	
Hammer
	 	1
	 50’
Extension Cord
	 	1
	 Moonlite
(for storage room)
	 	1
	 AA
Batteries
	 	1
	 3 piece
Plier Set
	 	1
	 6v
Batteries
	 	1
	 Closer
Force Gauge
	 	1
	 Post
Digger
	 	1
	 2 Gallon
Wet Vac
	 	1


 

  

  

			
	 EXHIBIT 1.1.3
 PURCHASE AND SALE AGREEMENT
	 	Page 31
	 Las Cimas - 900 SA. Capital of Texas Highway, Austin, Texas
	 	









 EXHIBIT 1.1.6 
 SCHEDULE OF LEASES 
  

Las Cimas IV 
 Tenants 

 

					
	 	 
	 Tenant Name
	  	 	Security Deposit    	  
	 Eltekon Holdings, LLC
	  	 	$3,818.92	  
	 Intersil Coporation
	  			 
	 Lincoln Southwest, Inc.
	  			 
	 Martin, Disiere, Jefferson, Wisdom L.L.P.
	  	 	$7,373.20	  
	 Richard James Phillips & Company LLC
	  	 	$6,747.76	  
	 Skyonic Corporation
	  	 	LOC on file	  
	 SWBC Investment Company
	  	 	$7,978.99	  
	 TAOS, Inc.
	  	 	$11,103.71	  
	 TCG Group Holdings
	  	 	$35,322.63	  
	 US Risk Insurance Group, Inc.
	  	 	$14,835.00	  
	 Vitesse Corporation
	  			 
	 Wilson Sonsini Goodrich &
Rosati
	  	 	$288,036.36	  

 *** Martin Disiere Jefferson Wisdom original security deposit of $14,905.96 is forthcoming 

  

			
	 EXHIBIT 1.1.6
 PURCHASE AND SALE AGREEMENT
	 	Page 32
	 Las Cimas - 900 SA. Capital of Texas Highway, Austin, Texas
	 	









 EXHIBIT 3.3 
 SCHEDULE OF CONTRACTS 
  

Las Cimas IV 
 Service Contracts

  

							
	 	 	 
	 Provider
	  	Service	  	 
  
	Date
 Agreement
	  
   

	 Clean Scapes
	  	landscape	  	 	3/1 2/2008	  
	 Nalco
	  	chemical treatment	  	 	7/18/2011	  
	 Central TX Air
	  	HVAC	  	 	12/20/2009	  
	 Bug Master
	  	exterminating	  	 	3/14/2008	  
	 Thyssenkrupp
	  	elevator	  	 	1/16/2009	  
	 Angus Systems
	  	work order program	  	 	1/30/2008	  
	 Global Maintenance
	  	janitorial	  	 	2/11/2008	  
	 Texas Disposal Systems
	  	trash removal	  	 	1/30/2008	  
	 Balcones Recycling
	  	recycle	  	 	2/19/2008	  
	 Mid America Metals
	  	metal refinishing	  	 	3/8/2011	  
	 Smith Protective Services
	  	security	  	 	2/15/2008	  
	 Plant Interscapes
	  	interior plants	  	 	7/1/2008	  

 Services that are on a month-to-month 

 

			
	 Elk Electric
	  	 fire alarm monitoring

	 Joe Fly
	  	 filter change

	 JPM Enterprise
	  	 carpet cleaning

	 Sweep Across Texas
	  	 sweeping



  

			
	 EXHIBIT 3.3
 PURCHASE AND SALE AGREEMENT
	 	Page 33
	 Las Cimas - 900 SA. Capital of Texas Highway, Austin, Texas
	 	









 EXHIBIT 4.6 
 FORM OF TENANT ESTOPPEL CERTIFICATE 
 [ESTOPPELS FOR ALL TENANTS TO BE
ATTACHED AS EXHIBIT 4.6 IN LIEU OF FORM BELOW] 
 The purpose of this certificate is to confirm the current status of
matters relating to the lease described below. It is for the benefit of the owner or prospective purchaser or mortgagee of the Building in which the Premises are located. 
 1.            The undersigned is the Tenant under a lease (the “Lease”) between
                                         
           , as Landlord, and,
                                         
           , as Tenant, dated on Premises locally known as the
                                        
building (the “Building”) and located at
                                        ,
in
                                        ,
Texas. A copy of the fully executed Lease and any amendments or modifications thereto are attached. There are no other modifications or amendments to the Lease. The dates of any amendments or modifications are: (put “none” if inapplicable)
                                         
   . 
 2.            There are no unfulfilled
written or verbal promises, representations, or warranties by Landlord. 

3.            There are no subleases of the Premises or any portions thereof,
nor there are any assignments of Tenant’s interest under the Lease. 

4.            The Lease (together with any amendments or modifications
referred to above) is in good standing and in full force and effect. Landlord is not in default. Tenant agrees to give notice of any Landlord default to any purchaser or lender making written requests to Tenant for same. 

5.            Except for rents (if any) which may be due under the Lease for
the current month, there are no rents or other charges which have been prepaid by the undersigned Tenant to Landlord under the Lease other than the following: 
 6.            The amount of security deposit currently posted by Tenant with Landlord is
$                    . 
 7.            Tenant’s pro rata share of the entire property in which the Premises are located, for purposes of allocating operating
expenses and real estate taxes is                 %. Tenant is obligated to pay
                % of all operating expenses and real estate taxes. 
 8.            Tenant acknowledges that the space being leased consists of rentable square feet according to the Lease, that the improvements to
be constructed by or at the expense of Landlord have been satisfactorily completed, that any tenant improvement allowance (or any other allowance) payable by Landlord to Tenant has been paid by Landlord to Tenant in full, that the lease space has
been accepted by Tenant, that Tenant now occupies the lease space, and that the commencement date for the Lease Term was
                                        .

 9.            There are no rents which are due and unpaid. Rents
are fully paid (if required by the Lease) through the last day of the month in which this estoppel certificate has been executed. 
 10.         There are no known offsets or credits against rents. There is no known right of rescission and no known defense to Tenant’s future obligations
to pay the specified rents at the times and in accordance 

  

			
	 EXHIBIT 4.6
 PURCHASE AND SALE AGREEMENT
	 	Page 34
	 Las Cimas - 900 SA. Capital of Texas Highway, Austin, Texas
	 	









 
with the Lease Terms. Tenant has not received any concession (rent or otherwise) or similar compensation which is presently in effect, except as follows:
                                         
           . 

11.         Tenant has no option or right to purchase the property in which the Premises are
located. Tenant has no option or right to extend the term of the Lease, right to acquire additional space or right to terminate the Lease, except as expressly set forth in the Lease. 

12.         Tenant has not: (a) made a general assignment for the benefit of creditors;
and (b) commenced any case, proceeding or other action seeking reorganization, arrangement, adjustment, liquidation, dissolution, or composition of it or its debts under any law relating to bankruptcy, insolvency, reorganization, or relief of
debtors; or (c) had any involuntary case, proceeding, or other action commenced against it which seeks to have an order for relief entered against it, as debtor, or seeks reorganization, arrangement, adjustment, liquidation, dissolution, or
composition of it or its debts under any law relating to bankruptcy, insolvency, reorganization, or relief of debtors; or (d) concealed, removed, or permitted to be concealed or removed, any part of its property, with intent to hinder, delay,
or defraud its creditors or any of them, or made or suffered a transfer of any of its property which may be fraudulent under any bankruptcy, fraudulent conveyance, or similar law; or made any transfer of its property to or for the benefit of a
creditor at a time when other creditors similarly situated have not been paid; or (e) had a trustee, receiver, custodian or other similar official appointed for or take possession of all or any part of its property or had any court take
jurisdiction of any other of its property. 
 13.         Tenant agrees to furnish
Landlord with estoppel letters on this form within 10 days (stating the then-current facts) after written request by Landlord or subsequent owners of the Building. 
 14.         Tenant acknowledges that, upon 10 days’ prior written request of Landlord’s mortgagee at any time after foreclosure proceedings or a deed
in lieu of foreclosure, Tenant shall attorn to the mortgage or foreclosure purchaser by recognizing such new owner as Landlord under the Lease provided that such purchaser shall recognize the rights of tenant under the Lease as long as tenant is not
in default. The agreement of Tenant to attorn shall survive any foreclosure sale or deed in lieu of foreclosure. Tenant shall, upon 10 days’ written notice from Landlord’s mortgagee anytime before or after foreclosure sale, execute,
acknowledge, and deliver to Landlord’s mortgagee all instruments and certificates that in the reasonable judgment of Landlord’s mortgagee may be necessary or proper to confirm such attornment. 

15.         Tenant acknowledges that this estoppel certificate and the statements therein
may be conclusively relied upon by Landlord and by any prospective purchaser or lender/mortgagee of the Premises. 

16.         The form of this estoppel certificate may vary, depending on lender or purchaser
requirements. It is agreed that this certificate may be modified to conform to reasonable requests by lenders or purchasers. 

17.         This agreement shall be binding upon and shall inure to the benefit of the
Landlord, any present or future mortgagee, any prospective buyer or master Tenant of the property, and their successors and assigns. 
 Dated
this                      day of
                                        
,20        . 
  

			
	 TENANT:

	
	  

		
	 By:
	 	  



  

			
	 EXHIBIT 4.6
 PURCHASE AND SALE AGREEMENT
	 	Page 35
	 Las Cimas - 900 SA. Capital of Texas Highway, Austin, Texas
	 	










			
	 Name:
	 	  

	 Title:
	 	  



  

			
	 EXHIBIT 4.6
 PURCHASE AND SALE AGREEMENT
	 	Page 36
	 Las Cimas - 900 SA. Capital of Texas Highway, Austin, Texas
	 	









 EXHIBIT 9.2.1 
 SPECIAL WARRANTY DEED 
 NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A
NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OF THE FOLLOWING INFORMATION FROM THIS INSTRUMENT BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER AND DRIVER’S LICENSE NUMBER. 

 

					
	 STATE OF TEXAS
	 	§	  	
		 	§	  	 KNOW ALL MEN BY THESE PRESENTS THAT:

	 COUNTY OF TRAVIS
	 	§	  	

 LAS CIMAS IV LIMITED PARTNERSHIP, a Delaware limited partnership (hereinafter called
“Grantor”), whose address is c/o Invesco Real Estate, Three Galleria Tower, Suite 500, 13155 Noel Road, Dallas, Texas 75240, Attention: Asset Management, for and in consideration of the sum of Ten Dollars ($10.00) and other
valuable consideration paid to Grantor by
                                         
    (hereinafter called “Grantee”), whose address is
                                         
                               , the receipt and sufficiency of which are hereby
acknowledged, does hereby GRANT, SELL, CONVEY, ASSIGN and DELIVER to Grantee the real property described in Exhibit A attached hereto and made a part hereof, together with all and singular the rights, benefits, privileges,
easements, tenements, hereditaments, and appurtenances thereon or in anywise appertaining to such real property, all buildings and other improvements situated thereon, all fixtures and other property affixed thereto and all right, title and interest
of Grantor in and to adjacent streets, alleys and rights-of-way, subject to the encumbrances described in Exhibit B attached hereto and made a part hereof (hereinafter called the “Permitted
Encumbrances”). 
 TO HAVE AND TO HOLD the herein described property, together with all and
singular the rights and appurtenances thereto in anywise belonging unto Grantee, its successors and assigns, forever, and Grantor does hereby bind itself and its successors and assigns to warrant and forever defend all and singular the said premises
unto Grantee, its successors and assigns against every person whomsoever lawfully claiming, or to claim the same, or any part thereof, by, through, or under Grantor, but not otherwise, subject however, to the Permitted Encumbrances. 

Grantee hereby assumes the payment of 2011 ad valorem taxes on the herein described property. 

  

			
	 EXHIBIT 9.2.1
 PURCHASE AND SALE AGREEMENT
	 	Page 37
	 Las Cimas - 900 SA. Capital of Texas Highway, Austin, Texas
	 	









 IN WITNESS WHEREOF, this Deed is executed by Grantor on this
             day of                     , to be effective as of
                    ,             . 

 

									
	 LAS CIMAS IV LIMITED PARTNERSHIP,
 a Delaware limited partnership,
 d/b/a in Texas as LC IV Limited
Partnership

			
	 By:
	 	       LINCOLN-LAS CIMAS 4 LTD.,

      a Texas limited partnership,
       its general partner
	 	
				
		 	       By:
	 	       Lincoln GP Las Cimas 4, Inc.,
       a Texas corporation, its general partner
	 	
					
		 		 	 By:
	 	  
	 	
		 		 	 Name:
	 	  
	 	
		 		 	 Its:
	 	  
	 	


  
  

			
	 STATE OF TEXAS
	    	 §

		    	 §

	 COUNTY OF DALLAS
	    	 §


 This instrument was acknowledged before me on
                     , 2011 by
                                         
       , as the                          of Lincoln GP Las Cimas 4, Inc., a Texas
corporation, as the general partner of Lincoln-Las Cimas 4, Ltd., a Texas limited partnership, as the general partner of Las Cimas IV Limited Partnership, a Delaware limited partnership, on behalf of said limited partnership. 

 

	
	  
	Notary Public, State of Texas


 My Commission Expires: 

  

			
	 EXHIBIT 9.2.1
 PURCHASE AND SALE AGREEMENT
	 	Page 38
	 Las Cimas - 900 SA. Capital of Texas Highway, Austin, Texas
	 	









 EXHIBIT A 
 To Special Warranty Deed 
 PROPERTY DESCRIPTION 

  

			
	 EXHIBIT 9.2.1
 PURCHASE AND SALE AGREEMENT
	 	Page 39
	 Las Cimas - 900 SA. Capital of Texas Highway, Austin, Texas
	 	









 EXHIBIT B 
 To Special Warranty Deed 

1.            Real property taxes and assessments for the
year 2011 and thereafter, not yet due and payable. 

2.            Zoning and other regulatory laws and ordinances
affecting the Property. 
 3.            Matters
which would be disclosed by a current survey. 

4.            Easements, rights of way, limitations,
conditions, covenants, restrictions, and all other matters. 
 [LIST ANY OTHER PERMITTED ENCUMBRANCES,
IF NECESSARY, INCLUDING ALL MATTERS SET FORTH IN SELLER’S VESTING DEED] 
 TOGETHER with, all
and singular, tenements, hereditaments and appurtenances thereunto belonging or in any way appertaining. 

  

			
	 EXHIBIT 9.2.1
 PURCHASE AND SALE AGREEMENT
	 	Page 40
	 Las Cimas - 900 SA. Capital of Texas Highway, Austin, Texas
	 	









 EXHIBIT 9.2.2 
 BILL OF SALE 
 For valuable consideration, the receipt and
sufficiency of which are hereby acknowledged,
                                         
                                         
                          ,
a                                         
                                         
       (the “Seller”), hereby conveys to
                                         
                       , a
                                         
                               (the “Purchaser”), all of
Seller’s right, title and interest in and to those certain items of personal property described on Exhibit A attached hereto and made a part hereof (the “Personal Property”) relating to certain real property known
as
                                         
                                   ,
                                         
                   ,
                                         
                       . 
 Seller has not made and does not make any express or implied warranty or representation of any kind whatsoever with respect to the Personal Property, including, but not limited to: title; merchantability
of the Personal Property or its fitness for any particular purpose; the design or condition of the Personal Property; the quality or capacity of the Personal Property; workmanship or compliance of the Personal Property with the requirements of any
law, rule, specification or contract pertaining thereto; patent infringement or latent defects. Purchaser accepts the Personal Property on an “AS IS, WHERE IS” basis, and “WITH ALL FAULTS.” 

IN WITNESS WHEREOF, Seller has caused this instrument to be executed and delivered as of the
             day of                     ,
            . 
  

					
	  

	 a
	 	
 




 

					
	 By:
	 	  

		 	     a
	 	  

		 	     its
	 	  




 

					
	 By:
	 	  

		 	     Name
	 	  

		 	     Title
	 	  




  

			
	 EXHIBIT 9.2.2
 PURCHASE AND SALE AGREEMENT
	 	Page 41
	 Las Cimas 900 SA. Capital of Texas Highway, Austin, Texas
	 	









 EXHIBIT 9.2.3 
 ASSIGNMENT AND ASSUMPTION OF LEASES 
 For valuable
consideration, the receipt and sufficiency of which is hereby acknowledged,
                                         
               , a
                            (the “Assignor”), hereby assigns and delegates to
                                         
           , a
                                         
           (the “Assignee”), and Assignee hereby agrees to assume and accept the assignment and delegation of all of Assignor’s right, title and interest in and
to and obligations under the leases first occurring and arising on or after the date hereof and the security deposits held by Assignor relating to the property known as
                                         
            and more particularly described on Exhibit A attached hereto. The leases and security deposits are listed on Exhibit B attached hereto. 

Assignee hereby agrees to indemnify Assignor against and hold Assignor harmless from any and all cost, liability, loss,
damage or expense, including, without limitation, reasonable attorneys’ fees, first occurring and arising on or after the date hereof, and arising out of the Assignee’s obligations under such leases. 

If any litigation between Assignor and Assignee arises out of the obligations of the parties under this Assignment or
concerning the meaning or interpretation of any provision contained herein, the losing party shall pay the prevailing party’s costs and expenses of such litigation, including, without limitation, reasonable attorneys’ fees. 

This Agreement may be executed and delivered in any number of counterparts, each of which so executed and delivered shall
be deemed to be an original and all of which shall constitute one and the same instrument. 
 IN WITNESS
WHEREOF, Assignor and Assignee have executed this Assignment effective as of the              day of             ,
            . 
 ASSIGNOR: 

 

					
	  

	 a
	 	  




					
		
	 By:
	 	
 




					
		 	      a
	 	
 




					
		 	      its
	 	
 




					
		
	 By:
	 	
 




					
		 	      Name
	 	
 




					
		 	      Title
	 	  



 ASSIGNEE: 

 

					
	
 




  

			
	 EXHIBIT 9.2.3
 PURCHASE AND SALE AGREEMENT
	 	Page 42
	 Las Cimas 900 SA. Capital of Texas Highway, Austin, Texas
	 	









 
					
	 a
	 	
 




					
		
	 By:
	 	  

		 	      a
	 	
 




					
		 	      its
	 	
 




					
		
	 By:
	 	
 




					
		 	      Name
	 	
 




					
		 	      Title
	 	  




  

			
	 EXHIBIT 9.2.3
 PURCHASE AND SALE AGREEMENT
	 	Page 43
	 Las Cimas 900 SA. Capital of Texas Highway, Austin, Texas
	 	









 EXHIBIT 9.2.4 
 ASSIGNMENT AND ASSUMPTION OF CONTRACTS 
 In consideration
of One Dollar and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
                                         
                                         
                                  , a
                                         
                (“Assignor”), hereby assigns and delegates to
                                         
               , a
                                         
               (the “Assignee”), with an office and place of business at
                                         
   ,
                                         
   ,
                                         
   , and Assignee hereby assumes and accepts the assignment and delegation of all of Assignor’s right, title and interest in and to the contracts first accruing and arising on and after the date hereof described on Exhibit A
attached hereto relating to certain real property known as
                                         
                and located at
                                         
               ,
                                         
               ,
                                         
               , and Assignee hereby accepts such assignment. 
 Assignee hereby agrees to hold Assignor harmless from any and all cost, liability, loss, damage or expense, including, without limitation, reasonable attorneys’ fees, first accruing and arising on
and after the date hereof and arising out of the Assignee’s obligations under the contracts described in Exhibit A. 
 If any litigation between Assignor and Assignee arises out of the obligations of the parties under this Assignment or concerning the meaning or interpretation of any provision contained herein, the losing
party shall pay the prevailing party’s costs and expenses of such litigation including, without limitation, reasonable attorneys’ fees. 
 This Agreement may be executed and delivered in any number of counterparts, each of which so executed and delivered shall be deemed to be an original and all of which shall constitute one and the same
instrument. 
 IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment effective as of the
             day of             ,             .

 ASSIGNOR: 

					
	
 




					
	 a
	 	
 




					
		
	 By:
	 	
 




					
		 	      a
	 	
 




					
		 	      its
	 	
 




					
		
	 By:
	 	
 




					
		 	      Name
	 	
 




					
		 	      Title
	 	  




  

			
	 EXHIBIT 9.2.4
 PURCHASE AND SALE AGREEMENT
	 	Page 44
	 Las Cimas 900 SA. Capital of Texas Highway, Austin, Texas
	 	









 ASSIGNEE: 

 

					
	
 




					
	 a
	 	
 




					
		
	 By:
	 	
 




					
		 	      a
	 	
 




					
		 	      its
	 	
 




					
		
	 By:
	 	
 




					
		 	      Name
	 	
 




					
		 	      Title
	 	  




  

			
	 EXHIBIT 9.2.4
 PURCHASE AND SALE AGREEMENT
	 	Page 45
	 Las Cimas 900 SA. Capital of Texas Highway, Austin, Texas
	 	









 EXHIBIT 9.2.6 
 AFFIDAVIT PURSUANT TO FOREIGN INVESTMENT 
 AND REAL PROPERTY TAX ACT

 LAS CIMAS IV LIMITED PARTNERSHIP, a Delaware limited partnership, d/b/a in Texas as LC IV Limited Partnership
(“Transferor”), the transferor of the real property described in Exhibit A attached hereto, hereby certifies as follows: 

1.            Transferor’s United States taxpayer
identification number is                     . 
 2.            Transferor is not a “disregarded entity” as defined in Treasury Regulations, Section 1.1445-2(b)(2)(iii).

 3.            Transferor is not a foreign
corporation, foreign partnership, foreign trust or foreign estate (as those terms are defined in the Internal Revenue Code and Treasury Regulations). 
 Transferor understands that the purchaser of such real property intends to rely on the foregoing representations in connection with the United States Foreign Investment and Real Property Act. 

 
  

											
	 LAS CIMAS IV LIMITED PARTNERSHIP,
 a Delaware limited partnership,
 d/b/a in Texas as LC IV Limited Partnership
	 	
			
	 By:    
	 	     LINCOLN-LAS CIMAS 4 LTD.,
     a Texas limited partnership,
     its general
partner
	 	
					
		 	     By:
	 	         Lincoln GP Las Cimas 4, Inc.,

        a Texas corporation, its general partner
	 		 	
					
		 		 	By:	 	  
	 	
		 		 	Name:  	 	  
	 	
		 		 	Its:	 	  
	 	



  

			
	 EXHIBIT 9.2.6
 PURCHASE AND SALE AGREEMENT
	 	Page 46
	 Las Cimas - 900 SA. Capital of Texas Highway, Austin, Texas
	 	









 EXHIBIT 9.2.7 
 TENANT NOTICE LETTER 

                      
      , 2011 

                      
                           
                                  
                

                      
                           
  

	 	RE:	 Your Lease (the “Lease”) at Las Cimas IV, located at 900 S. Capital of Texas Highway, Suite
            , Austin, Travis County, Texas, (the “Property”) 


 Dear Tenant: 
 You are hereby notified that Las Cimas IV Limited
Partnership (“Seller”), as owner of the Property and the current landlord under the Lease, has sold the Property to
                                         
                        (“New Owner”), as of the date of this letter. In connection with such sale, Seller
has assigned and transferred its interest in the Lease and all security deposits relating thereto to New Owner, and New Owner has assumed and agreed to perform all of the landlord’s obligations under the Lease (including any obligations set
forth in the Lease to repay or account for any security deposits thereunder from and after such date). Accordingly, (a) all your obligations under the Lease from and after the date of this letter shall be performable for the benefit of New
Owner, and (b) all the obligations of landlord under the Lease accruing on and after the date of this letter, including any obligations to repay or account for any security deposits thereunder, shall be the binding obligation of New Owner. The
amount of the security deposit received by New Owner and being held by New Owner with respect to the Lease is
$                        . 
 Unless and until you are otherwise notified in writing by New Owner, the address of New Owner for all purposes under your lease is as set forth on Exhibit A hereto. 

 

									
	 SELLER:
	  	LAS CIMAS IV LIMITED PARTNERSHIP,
a Delaware limited partnership,
d/b/a in Texas as LC IV Limited Partnership
			
		  	By:	  	LINCOLN-LAS CIMAS 4 LTD.,
a Texas limited partnership,
its general partner
				
		  		  	By:	  	Lincoln GP Las Cimas 4, Inc.,
a Texas corporation, its general partner


					
			
		  	By:	  	 ____________________________
		  	Name:	  	 ____________________________


  

			
	 EXHIBIT 9.2.7
 PURCHASE AND SALE AGREEMENT
	 	Page 47
	 Las Cimas - 900 SA. Capital of Texas Highway, Austin, Texas
	 	










									
		 		 	 Its:        
	 	  _____________________________________



									
			
	 NEW OWNER:
	 	 ______________________________________
	    	
					
		 	 By:
	 		 	
                             
                                   
	    	
		 	 Name:
	 		 	
                             
                                   
	    	
		 	 Its:
	 		 	
                             
                                   
	    	


  

			
	 EXHIBIT 9.2.7
 PURCHASE AND SALE AGREEMENT
	 	Page 48
	 Las Cimas - 900 SA. Capital of Texas Highway, Austin, Texas
	 	









 Exhibit A 
 Address of New Owner: 

  

			
	 EXHIBIT 9.2.7
 PURCHASE AND SALE AGREEMENT
	 	Page 49
	 Las Cimas - 900 SA. Capital of Texas Highway, Austin, Texas
	 	









 EXHIBIT 9.2.8 
 FORM OF OWNER’S AFFIDAVIT 

                      
      , a                  (“Seller”), hereby certifies that, to its current actual knowledge, as of the
date hereof: 
 1.         Seller is the owner of certain real property located in
                                         
   , further described in Title Commitment [G.F. / Commitment] No.
                             (the “Property”). 

2.         During the period of ninety (90) days immediately preceding the date of this
affidavit, no work has been done, and no materials have been furnished, by or at the request of Seller and in connection with the erection, repair, or removal of any building or other structure on said premises or in connection with the improvement
of said premises in any manner whatsoever, in each case that have not been paid for. 

3.         Only Seller and the tenants set forth on Schedule 1 actually
possess or have the right to possess the Property. 
 4.         Seller is validly
formed and existing under the laws of the state of its organization and is in good standing in the state of its organization and the state in which the Property is located. No proceeding is pending for Seller’s dissolution. 

DATED as of this        day of
                , 20    , at Dallas, Texas. 
  

							
	AFFIANT:	 		    	
                             
             , a
                                         
  

			
		 		    	 By: _________________________________________

		 		    	 Name: _______________________________________

		 		    	 Title: ________________________________________


 SUBSCRIBED AND SWORN TO before me this
         day of                     , 20    . 

[SEAL] 
  

			
		 	 Notary Public in and for the State of Texas

		
		 	 Printed Name: ________________________________________

		
		 	 My commission expires: ________________________________



  

			
	 EXHIBIT 9.2.8
 PURCHASE AND SALE AGREEMENT
	 	Page 50
	 Las Cimas - 900 SA. Capital of Texas Highway, Austin, Texas
	 	









 EXHIBIT 11.24 
 3-14 QUESTIONNAIRE 
 REIT 

Property Services Questionnaire 
 Re: Las Cimas 
 (Name of Property) 

This questionnaire will be used to ascertain all the sources of this partnership property (the “Property”) income and the exact
nature and extent of the duties and services performed or to be performed by staff and other employees of the Property. The premises are currently owned, or will be acquired by, a real estate investment trust (“REIT”) which has certain
restrictions placed upon it with respect to the nature and extent of services it may provide to tenants. 
 Please answer the
following inquiries as completely and specifically as possible. 
 1.        What is the
name, telephone number, and address of the manager of the Property? 
  

	
	  
 
	
	  

	
	  



 2.        Is the amount of any rent received based on the
net income, rather than based on a percentage of gross sales or receipts, of any person or tenant, such as fixed rent plus a percentage of the profits of a company? What percentage of the rents are based on gross sales? 

 

	
	
	  
 
	
	  

	
	  

	
	  

	
	  

	
	  




  

			
	 EXHIBIT 11.24
 PURCHASE AND SALE AGREEMENT
	 	Page 51
	 Las Cimas - 900 SA. Capital of Texas Highway, Austin, Texas
	 	










	3.	 Is any personal property leased to tenants in connection with the real property being leased, such as (equipment, appliances, light fixtures, etc.)
owned by the landlord? If so, what is the cost and fair market value of such personal property for federal income tax purposes? 


  

									
	 	  	No	  	 	  	Yes	  	 
					
	 Personal Property
	  	                	  		  	                	  	


Describe items and structure of lease:            
                                         
                                         
                                         
                                         
       
  
  

 
  

 
  

 
  

 
  

 
  

 
  
 Is there any other property leased to tenants not listed above? (e.g., items similar to those listed in question 4, below). Please
describe.                                       
                                         
                                         
                                         
                                         
                            
  

 
  

 
  

 
  

 
  

 
  

 
  

 

  

			
	 EXHIBIT 11.24
 PURCHASE AND SALE AGREEMENT
	 	Page 52
	 Las Cimas - 900 SA. Capital of Texas Highway, Austin, Texas
	 	










	4.	 Does the Property owner provide any of the following items or is space rented to a third party provider of these services?



  

									
	 	  	No	  	 	  	Yes	  	 
					
	Pay Telephones	  	                	  		  	                	  	
					
	Vending Machines	  	                	  		  	                	  	
					
	Laundry Machines	  	                	  		  	                	  	
					
	Photocopiers	  	                	  		  	                	  	
					
	Photo Booths	  	                	  		  	                	  	
					
	Fax Machines	  	                	  		  	                	  	
					
	Stamp Machines	  	                	  		  	                	  	
					
	Video Arcade Machines	  	                	  		  	                	  	
					
	Amusement Machines/Rides	  	                	  		  	                	  	
					
	Strollers	  	                	  		  	                	  	
					
	Wheelchairs	  	                	  		  	                	  	
					
	Advertising on Property	  	                	  		  	                	  	
					
	Pushcarts	  	                	  		  	                	  	
					
	Credit Card Company	  	                	  		  	                	  	

 Do employees of the Property own or maintain equipment and/or collect income directly
from such items and services? Are any additional services provided by the Property owner in connection with any of the above-listed items (e.g., pick-up or delivery service or attendants for wheelchairs), whether or not a fee is charged? Please
describe. 
  
  

 
  

 
  

 
  

  

			
	 EXHIBIT 11.24
 PURCHASE AND SALE AGREEMENT
	 	Page 53
	 Las Cimas - 900 SA. Capital of Texas Highway, Austin, Texas
	 	









 Are
there any other items not listed above that are provided by the Property owner?                
                                         
                 
  

 
  

 
  

 
  

 
  

	5.	 Do the Property owners provide or perform any of the following courtesies for tenants? 



 

									
	 	  	No	  	 	  	Yes	  	 
					
	Fax	  	                	  		  	                	  	
					
	Computer	  	                	  		  	                	  	
					
	Copier	  	                	  		  	                	  	
					
	Typewriter	  	                	  		  	                	  	
					
	Jumper cables	  	                	  		  	                	  	
					
	Minor or emergency repairs or cleanups	  	                	  		  	                	  	
					
	Small tools	  	                	  		  	                	  	
					
	Vacuums	  	                	  		  	                	  	
					
	Notary public services	  	                	  		  	                	  	
					
	Mail drop-off or pick-up	  	                	  		  	                	  	
					
	Package drop-off or pick-up	  	                	  		  	                	  	
					
	Referrals	  	                	  		  	                	  	
					
	Issuing gift certificates	  	                	  		  	                	  	
					
	Gift wrapping	  	                	  		  	                	  	
					
	Car wash area	  	                	  		  	                	  	
					
	Loading dock space	  	                	  		  	                	  	
					
	Dry cleaning drop-off or pick -up	  	                	  		  	                	  	
					
	Ticket holding	  	                	  		  	                	  	
					
	Shuttle service	  	                	  		  	                	  	
					
	Other	  	                	  		  	                	  	


Provide Details:                
                                         
                                         
                                         
                                         
                                      

 
  

  

			
	 EXHIBIT 11.24
 PURCHASE AND SALE AGREEMENT
	 	Page 54
	 Las Cimas - 900 SA. Capital of Texas Highway, Austin, Texas
	 	









  
  

 
  

Do the Property owners provided any courtesies not listed
above?                                        
                                         
                     
  

 
  

 
  

 
  

	6.	 Does the Property owner engage in any of the following marketing or promotional activities for the Property? 



 

									
	 	 	No	  	 	  	Yes	  	 
	Administration of or contribution to a marketing or merchants’ association	 	                	  		  	                	  	
					
	Hold special events or displays	 	                	  		  	                	  	
					
	Host seasonal or special shows	 	                	  		  	                	  	
					
	Distribute promotional literature	 	                	  		  	                	  	
					
	Provide meeting space, copier machines or secretarial staff to a merchants’ association	 	                	  		  	                	  	

 For each positive response to the activities above, please describe the activity and
whether any fees are received for these
activities.                                       
                                         
                                         
                                         
                                         
                           
  

 
  

 
  

 

Does the Property owner engage in any other promotional or marketing activity not listed above? If so,
describe.                           

 
  

 
  

  

			
	 EXHIBIT 11.24
 PURCHASE AND SALE AGREEMENT
	 	Page 55
	 Las Cimas - 900 SA. Capital of Texas Highway, Austin, Texas
	 	










	7.	 Do property owners receive any amounts for providing any of the following products or services? 



 

							
	 	  	No	  	Yes	  	 
				
	Shopping Bags	  	                	  	                	  	
				
	Lottery Tickets	  	                	  	                	  	
				
	Tokens for Transportation	  	                	  	                	  	
				
	Photographs (i.e. child with Santa)	  	                	  	                	  	
				
	Tee-shirts	  	                	  	                	  	
				
	Internet Access Service	  	                	  	                	  	
				
	E-mail	  	                	  	                	  	
				
	Other On-line Services	  	                	  	                	  	
				
	Safety and Security System Services	  	                	  	                	  	
				
	Environmental Control System Services	  	                	  	                	  	
				
	Access Lines	  	                	  	                	  	
				
	Novelty Items	  	                	  	                	  	
				
	Key Replacement	  	                	  	                	  	
				
	Lock-out Service	  	                	  	                	  	
				
	Lock Changing	  	                	  	                	  	
				
	Use of REIT Trademark or Logo	  	                	  	                	  	
				
	Discount Shopping Coupons	  	                	  	                	  	

 Describe items and amounts
                                         
                                         
   
  
  

 
  

 
  
 Do the property Owners receive any amounts from items not listed above?            
                                         
                                         
                        
  

 
  

 
  

 

  

			
	 EXHIBIT 11.24
 PURCHASE AND SALE AGREEMENT
	 	Page 56
	 Las Cimas - 900 SA. Capital of Texas Highway, Austin, Texas
	 	










	8.	 Does the Property owner provide the tenants with any of the following utility services? 



 

									
		  	No	  		  	Yes	  	
					
	 Electricity
	  	  
	  		  	  
	  	
					
	 Gas
	  	  
	  		  	  
	  	
					
	 Water
	  	  
	  		  	  
	  	
					
	 Sewer
	  	  
	  		  	  
	  	
					
	 Telecommunication Services:
	  		  		  		  	
					
	     Cable
	  	  
	  		  	  
	  	
					
	     Telephone
	  	  
	  		  	  
	  	
					
	     Internet Access
	  	  
	  		  	  
	  	
					
	     News Services
	  	  
	  		  	  
	  	
					
	     E-mail
	  	  
	  		  	  
	  	
					
	     On-line Conferencing
	  	  
	  		  	  
	  	
					
	     Safety and Security System Services
	  	  
	  		  	  
	  	
					
	     Intercoms
	  	  
	  		  	  
	  	
					
	     Environmental Control Systems
	  	  
	  		  	  
	  	
					
	     Security Alarms
	  	  
	  		  	  
	  	
					
	     Other
	  	  
	  		  	  
	  	

 Does the Property owner “master meter” any of these services and then allocate
the actual cost of the service to each tenant? If yes, are there many other properties in your geographic area of a class similar to the Property which also use a “master meter” and allocation system? Does the owner realize any profit from
a master metering system? Are there any special services, such as chilled water, or the provision of special security devices that the owner provided to any tenants? If so, is a fee charged for these special services? Describe fees, services, and
structure of agreements. 
  

	
	  

	
	  

	
	  

	
	  

	
	  




 

			
	Does the Property owner provide any services or collect any fees not listed above?
                                         
                               



  

			
	 EXHIBIT 11.24
 PURCHASE AND SALE AGREEMENT
	 	Page 57
	 Las Cimas - 900 SA. Capital of Texas Highway, Austin, Texas
	 	










	
	
	  

	
	  

	
	  

	
	  



  

	9.	 Does the Property owner receive fees for tenants use of any of the following facilities? Are such services provided by an independent contractor or
third party? 


  

											
		  	No	  		  	Yes	  		  	 Provided by
 Third
 Parties

	 Heath Club
	  	  
	  		  	  
	  		  	  

						
	 Clubhouse
	  	  
	  		  	  
	  		  	  

						
	 Racquetball Court
	  	  
	  		  	  
	  		  	  

						
	 Gymnasium
	  	  
	  		  	  
	  		  	  

						
	 Exercise Equipment
	  	  
	  		  	  
	  		  	  

						
	 Locker Rooms
	  	  
	  		  	  
	  		  	  

						
	 Saunas
	  	  
	  		  	  
	  		  	  

						
	 Steam Rooms
	  	  
	  		  	  
	  		  	  

						
	 Locker Facilities
	  	  
	  		  	  
	  		  	  

						
	 Swimming Pool
	  	  
	  		  	  
	  		  	  

						
	 Tennis Court
	  	  
	  		  	  
	  		  	  

						
	 Playground
	  	  
	  		  	  
	  		  	  

						
	 Shuffleboard
	  	  
	  		  	  
	  		  	  

						
	 Picnic Area
	  	  
	  		  	  
	  		  	  

						
	 Party Rooms or All Purpose Rooms
	  	  
	  		  	  
	  		  	  

						
	 Boardroom
	  	  
	  		  	  
	  		  	  



  

			
	 EXHIBIT 11.24
 PURCHASE AND SALE AGREEMENT
	 	Page 58
	 Las Cimas - 900 SA. Capital of Texas Highway, Austin, Texas
	 	









 
	
	
Describe fees and services:                      
                                         
                                         
                                         
                 

	
	  

	
	  

	
	  

	
	  

	
	
Does the Property owner receive fees or provide services not listed above?        
                                         
                                     

	
	  

	
	  

	
	  



  

	10.	 Are parking spaces made available to tenants? Is any fee charged for reserved space? Are parking attendants or valets provided to tenants, their
guests, or customers? Are parking attendants or valets employed by the Property owner? Are any other services related to parking provided to tenants? Do any members of the public pay a fee for space or for any other parking services?



  

	
	  

	
	  

	
	  

	
	  

	
	  

	
	  

	
	  

	
	  




  

			
	 EXHIBIT 11.24
 PURCHASE AND SALE AGREEMENT
	 	Page 59
	 Las Cimas - 900 SA. Capital of Texas Highway, Austin, Texas
	 	










	11.	 Are the security services provided by the Property, such as the duties of security personnel, significantly different with respect to security
services provided by properties of a similar class to the Property in your geographic area? Can tenants request additional security services? If so, is there a fee? Please describe. 



 

	
	  

	
	  

	
	  

	
	  

	
	  

	
	  

	
	  

	
	  

	
	  



  

	12.	 Are cleaning services provided to individual tenants, as opposed to cleaning and maintenance of the common areas? If so, please describe the nature
of the services, whether a fee is paid for such services, who performs the cleaning services, and to whom the fee is paid. Are there any other properties in your geographic area of a class similar to the Property which provide similar cleaning
services? 


  

	
	  

	
	  

	
	  

	
	  

	
	  

	
	  

	
	  



  

	13.	 Are any type of child care services, such as day care centers, available for tenants or 



  

			
	 EXHIBIT 11.24
 PURCHASE AND SALE AGREEMENT
	 	Page 60
	 Las Cimas - 900 SA. Capital of Texas Highway, Austin, Texas
	 	










	 	 
employees of businesses located in the Property? If so, please describe the nature of such services as well as who provides the services ( e.g., the Property owner or a third party)? Do the
employees of the Property owner participate in any way in the operation of these services? Does the Property owner receive any fees or earn any profit in connection with these services? Are the day care centers open to the public? Do tenants or
employees receive a discount on the day care fees? 


  

	
	
	  

	
	  

	
	  

	
	  

	
	  

	
	  

	
	  



  

	14.	 Does the Property owner participate in the construction of improvements to the property? Does the property owner receive a fee for its
participation? Does the Property owner participate in activities other than planning, approving, and supervising such construction? If so, please indicate the precise nature of the Property owner’s involvement as well as the fee arrangement.



  

	
	
	  

	
	  

	
	  

	
	  

	
	  

	
	  

	
	  



  

	15.	 Does the Property owner perform any construction or related services (e.g., painting, changing interior locks or light bulbs) within a tenant’s
leased space? If so, please describe 



  

			
	 EXHIBIT 11.24
 PURCHASE AND SALE AGREEMENT
	 	Page 61
	 Las Cimas - 900 SA. Capital of Texas Highway, Austin, Texas
	 	









 
the nature of the work performed, who performs the work, and the fee arrangement involved. 
  

	
	  

	
	  

	
	  

	
	  

	
	  



  

	16.	 Does the Property owner receive management fees for businesses or properties that are not owned by the Property owner or properties that are only
partially owned by the Property owner? Please describe, include percentages of property partially owned. 


  

	
	  

	
	  

	
	  

	
	  

	
	  




	
	
	  



  

			
	 EXHIBIT 11.24
 PURCHASE AND SALE AGREEMENT
	 	Page 62
	 Las Cimas - 900 SA. Capital of Texas Highway, Austin, Texas
	 	










	17.	 If a management company or other third party provides a service or services, do the owners of the Property receive a fee, commission, incentive
payments, or any other type of payment from such third party? (e.g., do owners receive a fee from the third party for each tenant that signs up for delivery, dry cleaning, ticket ordering or special cleaning service as a commission?)



  

	
	
	  

	
	  

	
	  

	
	  

	
	  

	
	  

	
	  



  

	18.	 Please indicate if there are any special services of any kind rendered to tenants for a fee or which, in your view, are not usual or customary for
your type of property in your geographic area (i.e., a special service might be shuttle service to sports events or tanning beds; a service that is not usual for your type of property means that your property is the only one in the area to offer
this service to its tenants). 



	
	
	  

	
	  

	
	  

	
	  

	
	  

	
	  

	
	  

	
	  




  

			
	 EXHIBIT 11.24
 PURCHASE AND SALE AGREEMENT
	 	Page 63
	 Las Cimas - 900 SA. Capital of Texas Highway, Austin, Texas
	 	










	19.	 Are there any other services offered by the Property owner or it employees which have not been covered in previous questions? Are there any other
sources of income to the Property owner or it employees which have not been mentioned in previous questions? 


  

	
	  

	
	  

	
	  

	
	  

	
	  

	
	  

	
	  

	
	  

	
	  

	
	  

	
	  

	
	  




	
	
	  


  

							
	 Date:
	 	  
	 		  	  

				
		 		 		  	 By: Property Manager



  

			
	 EXHIBIT 11.24
 PURCHASE AND SALE AGREEMENT
	 	Page 64
	 Las Cimas - 900 SA. Capital of Texas Highway, Austin, Texas