AGREEMENT FOR PURCHASE AND SALE OF REAL
PROPERTY


 


DOLLAR GENERAL –
MO 3 PACK


 


THIS PURCHASE AND SALE AGREEMENT (the
“Agreement”) is made and entered into as of the Effective Date by and between DG
PARTNERS LLC, a Missouri limited liability company, having an office at 530 Salt River Road, St. Peters, MO 63376
(the “Seller”) and AMERICAN REALTY CAPITAL III, LLC, a Delaware limited liability company, having an address
at 405 Park Avenue, 15th Floor, New York, New York 10022 (the “Buyer”).


 


BACKGROUND


 


A.           Seller
is the owner of each of the Properties listed on Exhibit A attached hereto.


 


B.           Buyer
desires to purchase the Property and Seller desires to sell the Property to Buyer on the terms and conditions set forth in this
Agreement.


 


In consideration of the
mutual promises set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto, intending to be legally bound, agree as follows:


 


1.           Terms
and Definitions. The terms listed below shall have the respective meaning given them as set forth adjacent to each term.


 


(a)          “Purchase
Price” shall mean the amount listed for each Property as set forth opposite the designation of such Property on Exhibit
A1 attached hereto.


 


(b)          “Brokers”
shall mean Cissell Mueller Company, L.L.C., acting as Seller’s agent.


 


(c)          “Closing”
shall mean the consummation of the transaction contemplated herein, which shall occur, subject to the extension set forth in Section
10 hereof, on the date that is fifteen (15) days after the last day of the Due Diligence Period (as defined herein). The date of
Closing is sometimes hereinafter referred to as the “Closing Date.” Neither party will need to be present
at Closing, it being anticipated that the parties will deliver all Closing documents and deliverables in escrow to the Escrow Agent
(or if both Buyer and Seller agree, to Buyer’s and/or Seller’s counsel) prior to the date of Closing.


 


Notwithstanding the foregoing, if as of the
Effective Date Tenant has not accepted possession of the Property and commenced payment of rent pursuant to the Lease, then Closing
will occur on the thirtieth (30th) day following the occurrence of all of the following (collectively, the “Completion of
Construction”): (i) completion of construction of improvements on the Property and delivery to Buyer of the punch-list of
work to be completed by landlord under the Lease as approved by Tenant (the “Punch-List”), (ii) Tenant accepting possession
of the Property pursuant to the Lease, Tenant commencing actual payment of rent pursuant to the Lease (and not just the obligation
to pay rent where rent is withheld by Tenant in escrow as security for completion of punch list items), and Tenant opening for
normal business operations, (iii) the date on which Seller delivers to Buyer commercially reasonable documentation acceptable to
Buyer evidencing the completion of construction of improvements on the Property in accordance with approved plans and specifications
and (iv) the issuance and delivery to Buyer (or, as required by the Lease, to Tenant) of all permits, approvals and a permanent
certificate of occupancy required for the lawful occupancy of the Property and use thereof for the purposes contemplated by Tenant.


 



    	 



    	 



    

 


(d)          
“Due Diligence Period” (i) “First Due Diligence Period” shall mean the
period beginning upon the date a fully executed original of this Agreement is delivered to Buyer and extending until 11:59 PM EST
on the end of the date that is Thirty (30) days thereafter with respect to (i) all matters set forth in Section 6(a) relating to
title except such items that require a survey and (ii) all items set forth in Section 6(b)(i). “Second Due Diligence
Period” shall mean the period beginning upon the date that Seller delivers to Buyer a certificate of substantial
completion from Seller’s architect for the Property (“Substantially Complete”) in accordance with the Lease and
an as-built survey are delivered to Buyer and extending until 11:59 PM EST on the end of the date that is fifteen (15) days thereafter
with respect to (i) all matters set forth in Section 6(a) relating to title that require an as-built survey and (ii) all items
set forth in Section 6(b)(ii). Both Due Diligence Periods also sometimes referred to herein as “Due Diligence Period”
or “Due Diligence Periods” as proper reading requires. Seller shall deliver to Buyer all of the Due Diligence Materials
(i) within Five (5) business days after the Effective Date with respect to Section 6(a) and 6(b)(i); and (ii) within Five (5) business
days after such time as such materials become available to Seller with respect to Section 6(b)(ii).


 


(e)          “Earnest
Money” shall mean the amount set forth on Exhibit A and all interest accrued thereon. The Earnest Money shall be
delivered to Escrow Agent as follows: (i) $10,000.00 per Property within three (3) business days after the Effective Date; (ii)
the balance within three (3) business days following the commencement of the Second Due Diligence period for each Property. The
Earnest Money shall be deposited by Buyer in escrow with Escrow Agent, to be applied as part payment of the Purchase Price at the
time the sale is closed, or disbursed as agreed upon in accordance with the terms of this Agreement. Seller and Buyer each shall
pay one-half of all reasonable escrow fees charged by Escrow Agent. Escrow Agent shall provide written confirmation that the Earnest
Money has been delivered by Buyer and received by Escrow Agent. In the event that the Earnest Money has not been delivered by Buyer
to Escrow Agent within three (3) business days after the Effective Date, then Seller may terminate this Agreement and neither party
shall have any further rights, obligations or liabilities hereunder, except as specifically set forth herein.


 


(f)          “Effective
Date”. This Agreement shall be signed by both Seller and Buyer. The date that is one (1) business day after the date
of the last execution and acceptance by either party shall be the “Effective Date” of this Agreement.


 


(g)          “Escrow
Agent” shall mean Chicago Title Insurance Company, whose address is Suite 1325, 1515 Market Street, Philadelphia,
PA 19102-1930, Attention: Edwin G. Ditlow, Telephone: 215-875-4184; Telecopy: 215-732-1203; E-mail: ditlowe@ctt.com. The
parties agree that the Escrow Agent shall be responsible for (x) organizing the issuance of the Commitment and Title Policy, (y)
preparation of the closing statement, and (z) collections and disbursement of the funds.


 



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(h)          “Guarantor”
shall mean Dollar General Corporation.


 


(i)          “Guaranty”
or “Guaranties” shall mean those certain guaranties of each of the Leases executed by Guarantor.


 


(j)          “Lease”
or “Leases” shall mean those certain Leases described on Exhibit A attached hereto and made a part hereof
and referred to in Section 6(b)(i) of this Agreement between Seller as landlord, and Dolgencorp, Inc., as tenant (“Tenant”),
as amended.


 


(k)          “Property”
shall mean (a) those certain parcels of real property, all of which are listed on Exhibit A, together with all right, title
and interest of the Seller, if any, in and to the land lying in the bed of any street or highway in front of or adjoining such
real property, and all appurtenances and all the estate and rights of the Seller, if any, in and appurtenant to such parcels of
real property, including, without limitation, all appurtenant easements and rights-of-way, and Buildings (as hereinafter defined)
and all other improvements thereon, and all air and subsurface rights appurtenant to such parcels of real property, as the case
may be (such parcels of real property, together with all such rights and appurtenances, being collectively referred to herein as
the “Land”); (b) all of the buildings and improvements (each individually called a “Building” and
collectively called the “Buildings”) situated on the Land; (c) all right, title and interest of the Seller, if any,
in and to the lighting, electrical, mechanical, plumbing and heating, ventilation and air conditioning systems used in connection
with the Land and the Buildings, and all carpeting, draperies, appliances and other fixtures and equipment attached or appurtenant
to the Land together with all personal property (other than furniture, equipment not necessary to operate the Buildings or building
systems and not permanently affixed to the Buildings or Land, trade fixtures and inventory) owned by the Seller and located on
the Land or on and/or in the Buildings (collectively, the “Personal Property”); (d) all right, title and interest of
the Seller in and to all warranties and guaranties respecting the Buildings and Personal Property; (e) to the extent not otherwise
described in subsection (a), all right, title and interest of the Seller in and to all leases respecting the Buildings and Personal
Property, including, without limitation, all prepaid rent or security or other deposits thereunder; (f) all right, title and interest
of Seller in and to all licenses, permits, authorizations and approvals issued by any governmental agency or authority which pertain
to the Land and the Buildings, to the extent they exist and are transferable and assignable; and (g) to the extent the same are
assignable, all site plans, surveys, and plans which relate to the Land. Any references to “Property” in the singular,
such as references to “a Property” or “each Property”, refer to an individual parcel of Land and all matters
described in (b)-(g) in connection with such Land.


 


(l)          “Seller’s
Notice Address” shall be as follows, except as same may be changed pursuant to the Notice section herein:


 


Bob Cissell


DG Partners, L.L.C.


530 Salt River Road


St. Peters, MO 63376


Tel. No.: (636) 970-0330


Email: bobcissell@cissellmueller.com


 



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		and to:	Steve Wells



8909 Ladue Road


St. Louis, MO 63124


Tel. No.: (314) 991-4999


Email: swells@summerscomptonwells.com


 


(m)          “Buyer’s
Notice Address” shall be as follows, except as same may be changed pursuant to the Notice section herein:


 


William M. Kahane


American Realty Capital II, LLC


405 Park Avenue, 15th Floor


New York, NY 10022


Tel. No.: (212) 415-6503


Fax No.: (646) 861-7751


Email: wkahane@arlcap.com


 


and to:


Jesse Galloway


American Realty Capital II, LLC


405 Park Avenue, 15th Floor


New York, NY 10022


Tel. No.: (212) 415-6516


Fax No.: (646) 861-7751


Email: jgalloway@arlcap.com


 


and Due Diligence Materials to:


 


duediligence@arlcap.com


 


with hard copies to:


 


James A. (Jim) Mezzanotte


American Realty Capital, LLC


202 E Franklin Street


Monroe, NC 28112


Tel. No.: (212) 415-70


Fax No.: (212) 415-6507


Email: jmezzanotte@arlcap.com


 


2.           Purchase
and Sale of the Property. Subject to the terms of this Agreement, Seller agrees to sell to Buyer the Property for the Purchase
Price set forth above.


 



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3.           Purchase
Price.


 


(a)          The
Purchase Price to be paid by Buyer to Seller shall be paid by wire transfer of immediately available funds to Escrow Agent, at
the time of Closing, or as otherwise agreed to between Buyer and Seller.


 


(b)          In
the event this Agreement is terminated for any reason pursuant to the terms hereof with respect to one or more Properties, this
Agreement shall be terminated with respect to all Properties and neither party shall have any further rights, obligations or liabilities
hereunder, except as specifically set forth herein.


 


4.           Proration
of Expenses and Payment of Costs and Recording Fees.


 


(a)          All
real estate taxes, ad valorem rollback taxes, personal property taxes, water and sewer use charges, and any other charges and assessments
on the Property (collectively “Taxes and Assessments”) for all periods prior to the Closing Date for each Property
that are due and payable on or before the Closing Date shall be remitted to the collecting authorities or to the Escrow Agent by
Seller or Tenant, as the case may be, prior to or at Closing and Seller shall be entitled to all reimbursements from Tenants for
Taxes and Assessments applicable to the period prior to the Closing Date. Except as otherwise set forth herein, there shall be
no closing adjustments between the parties for Taxes and Assessments not yet due and payable at Closing as Tenant is responsible
for all such Taxes and Assessments due in accordance with the provisions of the Lease.


 


(b)          All
rents shall be prorated as of the Closing Date with Buyer being credited for rent attributable to the day of Closing.


 


(c)          Seller
shall pay or be charged with the following costs and expenses in connection with this transaction which costs shall be referred
to as “Seller’s Closing Costs”:


 


(i)          100%
of all Owner’s Title Insurance policy premiums, excluding any endorsements issued in connection with such policies;


 


(ii)         Any
and all transfer taxes and conveyance fees on the sale and transfer of the Property shall be paid by Seller;


 


(iii)        Broker’s
commission payments (for both leasing and sales commissions earned), in accordance with Section 24 of this Agreement; and


 


(iv)        All
fees relating to the granting, executing and recording of the Deed for each Property and for any costs incurred in connection with
the release of existing debt, including, but not limited to, prepayment penalty fees and recording fees for documents providing
for the release of the applicable Property from the existing debt.


 


(d)          Buyer
shall pay or be charged with the following costs and expenses in connection with this transaction, which costs shall be referred
to as “Buyer’s Closing Costs”:


 



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(i)          all
costs and expenses in connection with Buyer’s financing, including appraisal, points, commitment fees and the like and costs
for the filing of all documents necessary to complete such financing and related documentary stamp tax and intangibles tax;


 


(ii)         Buyer
shall pay for the cost of its own survey, Phase 1 environmental study and due diligence investigations; and


 


(iii)        Any
endorsements requested by Buyer to the Owner’s Title Insurance policy issued with respect to each Property.


 


(e)          Each
party shall pay its own legal fees incidental to the negotiation, execution and delivery of this Agreement and the consummation
of the transactions contemplated hereby.


 


5.           Title.
At Closing, Seller agrees to convey to Buyer fee simple good and marketable title to each Property pursuant to special warranty
deed in the form attached hereto as Exhibit B, free and clear of all liens, defects of title, conditions, easements, assessments,
restrictions, and encumbrances except for and subject to the Permitted Exceptions (as hereinafter defined).


 


6.           Examination
of Property. Seller and Buyer hereby agree as follows:


 


(a)          Buyer
shall order a title commitment (the “Title Commitment”) for each Property from Escrow Agent promptly after the date
hereof. All matters shown in the Title Commitment with respect to which Buyer fails to object prior to the expiration of the Due
Diligence Period and matters which have been objected to by Buyer but not cured by Seller if Buyer proceeds to Closing shall be
deemed “Permitted Exceptions”; provided, however, Permitted Exceptions shall not include and Seller shall
be obligated to cure or remove any mechanic’s lien or any monetary lien, except for taxes and special assessments not yet
due and payable, or any deeds of trust, mortgage, or other loan documents secured by the Property. Seller shall have no obligation
to cure any title matter objected to, except as aforesaid, provided Seller notifies Buyer of any objections which Seller elects
not to remove or cure for each Property within five (5) business days following receipt of Buyer’s objections. In the event
that Seller refuses to remove or cure any objections, Buyer shall have the right to terminate this Agreement with respect to such
Property upon written notice to Seller given within five (5) business days after receipt of Seller’s notice, upon which termination
the Earnest Money shall be returned to Buyer and neither party shall have any further obligation hereunder, except as otherwise
expressly set forth herein. If any matter not revealed in the Title Commitment is discovered by Buyer or by the Escrow Agent and
is added to the Title Commitment by the Escrow Agent at or prior to Closing, Buyer shall have until the earlier of (i) ten (10)
days after the Buyer’s receipt of the updated, revised Title Commitment showing the new title exception, together with a
legible copy of any such new matter, or (ii) the date of Closing, to provide Seller with written notice of its objection to any
such new title exception (an “Objection”). If Seller does not remove or cure such Objection prior to the date of Closing,
Buyer may terminate this Agreement as Buyer's sole and exclusive remedy, in which case the Earnest Money shall be returned to Buyer,
and neither party shall have any further obligation hereunder, except as otherwise expressly set forth herein.


 



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(b)          (i)
Within five (5) days following the Effective Date, Seller shall provide to Buyer copies of the following documents and materials
pertaining to the Property to the extent within Seller’s possession or reasonably obtainable by Seller or Seller’s
counsel: (A) a complete copy of all leases affecting the Property and all amendments thereto and of all material correspondence
relating thereto; (B) a copy of all surveys and site plans of the Property; (C) a copy of all environmental reports for the Property
(D) a copy of all architectural plans and specifications and construction drawings and contracts for improvements to be located
on the Property; (E) a copy of Seller’s title insurance commitments and policies relating to the Property; (F) all contracts
and insurance policies which affect the Property. (ii) Within five (5) days following the commencement of the Second Due Diligence
Period, Seller shall provide to Buyer copies of the following documents and materials pertaining to the Property to the extent
within Seller’s possession or reasonably obtainable by Seller or Seller’s counsel: (A) a copy of the certificate of
occupancy and zoning reports for the Property; (B) a copy of all governmental permits/approvals; (C) a copy of all engineering
and physical condition reports for the Property; (D) copies of the Property’s real estate tax bills for the current tax year;
(E) all service contracts and insurance policies which affect the Property; (F) a copy of all warranties relating to the improvements
constructed on the Property, including without limitation any roof warranties; and (G) a written inventory of all items of personal
property to be conveyed to Buyer, if any (the “Due Diligence Materials”). Seller shall deliver any other documents
relating to the Property reasonably requested by Buyer to the extent within Seller's possession or reasonably obtainable by Seller
or Seller's counsel within three (3) business days following such request. Additionally, during the term of this Agreement, Buyer,
its agents and designees, shall have the right to enter the Property for the purposes of inspecting the Property, conducting soil
tests, and making surveys, mechanical and structural engineering studies, inspecting construction, and conducting any other investigations
and inspections as Buyer may reasonably require to assess the condition and suitability of the Property; provided, however, that
such activities by or on behalf of Buyer on the Property shall not damage the Property nor interfere with construction on the Property
or the conduct of business by Tenant under the Lease; and provided further, however, that Buyer shall indemnify and hold Seller
harmless from and against any and all claims or damages to the extent resulting from the activities of Buyer on the Property, and
Buyer shall repair any and all damage caused, in whole or in part, by Buyer and return the Property to its condition prior to such
damage, which obligation shall survive Closing or any termination of this Agreement. Seller shall reasonably cooperate with the
efforts of Buyer and the Buyer’s representatives to inspect the Property. After the Effective Date, Buyer shall be permitted
to speak and meet with Tenant in connection with Buyer’s due diligence. Upon signing this Agreement, Seller shall provide
Buyer with the name of a contact person(s) for the purpose of arranging site visits. Buyer shall give Seller reasonable written
notice (which in any event shall not be less than two (2) business days) before entering the Property, and Seller may have a representative
present during any and all examinations, inspections and/or studies on the Property. Buyer shall have the unconditional right,
for any reason or no reason, to terminate this Agreement as to any Property by giving written notice thereof to Seller prior to
the expiration of the First Due Diligence Period, in which event this Agreement shall become null and void, Buyer shall receive
a refund of the Earnest Money, and all rights, liabilities and obligations of the parties under this Agreement shall expire, except
as otherwise expressly set forth herein.


 



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(c)          In
the event that the Due Diligence Materials enumerated in Section 6(b)(ii) above disclose any matters which need completion or correction
as to any Property, and such matters are not completed or corrected within thirty (30) days following written notice from Buyer
to Seller, then Buyer may terminate this Agreement by giving notice thereof to Seller, in which event this Agreement shall become
null and void as to such Property, Buyer shall receive a refund of the Earnest Money, Seller shall pay to Buyer all of the out-of-pocket
costs and expenses incurred by Buyer in connection with this Agreement in an amount not to exceed $15,000.00 per Property, and
all rights, liabilities and obligations of the parties under this Agreement shall expire with respect to such Property, except
as otherwise expressly set forth herein.


 


(d)          It
shall be a condition of Closing that Seller shall have obtained an estoppel certificate from Tenant in the form attached to the
respective Lease for each Property (the “Tenant Estoppel Certificate”) and Seller shall use good faith efforts to obtain
the same. Seller shall promptly deliver to Buyer photocopies or pdf files of the executed Tenant Estoppel Certificates when Seller
receives the same.


 


(e)          Seller
shall obtain a subordination, non-disturbance and attornment agreement from Tenant in form attached to the respective Lease for
each Property (the “SNDA”); provided, however, that Seller's failure to obtain an SNDA for any one or more of the Properties
shall not constitute a default of this Agreement by Seller if Seller has used good faith efforts to obtain the same.


 


(f)          Seller
shall use good faith efforts to obtain estoppel certificates with respect to reciprocal easement agreements as may be reasonably
requested by Buyer; provided, however, that Seller's failure to obtain an estoppel certificate with respect to any reciprocal easement
agreement shall not constitute a default of this Agreement by Seller if Seller has used good faith efforts to obtain the same.


 


7.           Risk
of Loss/Condemnation. Upon an occurrence of a casualty, condemnation or taking with respect to any Property, Seller shall notify
Buyer in writing of same. Until Closing, the risk of loss or damage to all of the Property, except as otherwise expressly provided
herein, shall be borne by Seller. In the event all or any portion of any Property is damaged in any casualty or condemned or taken
(or notice of any condemnation or taking is issued) so that: (a) Tenant has a right of termination or abatement of rent under the
Lease for such Property, or (b) with respect to any casualty, if the cost to repair such casualty would exceed $50,000, or (c)
with respect to any condemnation, any Improvements or access to the Property or more than five percent (5%) of the Property is
(or will be) condemned or taken, then, Buyer may elect to terminate this Agreement with respect to each such Property by providing
written notice of such termination to Seller within ten (10) business days after Buyer’s receipt of notice of such condemnation,
taking or damage, upon which termination a proportionate part of the Earnest Money shall be returned to the Buyer in accordance
with the Purchase Price as set forth on Exhibit A and neither party hereto shall have any further rights, obligations or liabilities
under this Agreement with respect to such Property, except as otherwise expressly set forth herein. With respect to any condemnation
or taking (of any notice thereof), if Buyer does not elect to cancel this Agreement as aforesaid, there shall be no abatement of
the Purchase Price and Seller shall assign to Buyer at the Closing the rights of Seller to the awards, if any, for the condemnation
or taking, and Buyer shall be entitled to receive and keep all such awards. With respect to a casualty, if Buyer does not elect
to terminate this Agreement with respect to any such Property or does not have the right to terminate this Agreement as aforesaid,
there shall be no abatement of the Purchase Price and Seller shall assign to Buyer at the Closing the rights of Seller to the proceeds
under Seller’s insurance policies covering such Property with respect to such damage or destruction (or pay to Buyer any
such proceeds received prior to Closing) and pay to Buyer the amount of any deductible with respect thereto, and Buyer shall be
entitled to receive and keep any monies received from such insurance policies.


 



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8.           Earnest
Money Disbursement. The Earnest Money shall be held by Escrow Agent, in trust, and disposed of only in accordance with the
following provisions:


 


(a)          If
the Closing occurs, Escrow Agent shall deliver the Earnest Money to Seller on the Closing Date to be applied as part payment of
the Purchase Price. If for any reason the Closing does not occur, Escrow Agent shall deliver the Earnest Money to Seller or Buyer
only upon receipt of a written demand therefor from such party, subject to the following provisions of this clause (a). Subject
to the last sentence of this clause (a), if for any reason the Closing does not occur and either party makes a written demand (the
“Demand”) upon Escrow Agent for payment of the Earnest Money, Escrow Agent shall give written notice to the other party
of the Demand within one business day after receipt of the Demand. If Escrow Agent does not receive a written objection from the
other party to the proposed payment within five (5) business days after the giving of such notice by Escrow Agent, Escrow Agent
is hereby authorized to make the payment set forth in the Demand. If Escrow Agent does receive such written objection within such
period, Escrow Agent shall continue to hold such amount until otherwise directed by written instructions signed by Seller and Buyer
or a final judgment of a court. Notwithstanding the foregoing provisions of this clause (a) if Buyer delivers a notice to Escrow
Agent stating that Buyer has terminated this Agreement on or prior to the expiration of the Due Diligence Period, then Escrow Agent
shall immediately return the Earnest Money to Buyer without the necessity of delivering any notice to, or receiving any notice
from Seller.


 


(b)          The
parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their convenience, that Escrow
Agent shall not be deemed to be the agent of either of the parties, and that Escrow Agent shall not be liable to either of the
parties for any action or omission on its part taken or made in good faith, and not in disregard of this Agreement, but shall be
liable for its negligent acts and for any liabilities (including reasonable attorneys’ fees, expenses and disbursements)
incurred by Seller or Buyer resulting from Escrow Agent’s mistake of law respecting Escrow Agent scope or nature of its duties.
Seller and Buyer shall jointly and severally indemnify and hold Escrow Agent harmless from and against all liabilities (including
reasonable attorneys’ fees, expenses and disbursements) incurred in connection with the performance of Escrow Agent’s
duties hereunder, except with respect to actions or omissions taken or made by Escrow Agent in bad faith, in disregard of this
Agreement or involving negligence on the part of Escrow Agent. Escrow Agent has executed this Agreement in the place indicated
on the signature page hereof in order to confirm that Escrow Agent has received and shall hold the Earnest Money in escrow, and
shall disburse the Earnest Money pursuant to the provisions of this Section 8.


 



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9.           Default


 


(a)          In
the event that Seller is ready, willing and able to close in accordance with the terms and provisions hereof, and Buyer defaults
in any of its obligations undertaken in this Agreement, Seller shall be entitled to, as its sole and exclusive remedy to either:
(i) if Buyer is willing to proceed to Closing, waive such default and proceed to Closing in accordance with the terms and provisions
hereof; or (ii) declare this Agreement to be terminated, and Seller shall be entitled to immediately receive all of the Earnest
Money as liquidated damages as and for Seller’s sole remedy. Upon such termination, neither Buyer nor Seller shall have any
further rights, obligations or liabilities hereunder, except as otherwise expressly provided herein. Seller and Buyer agree that
(a) actual damages due to Buyer’s default hereunder would be difficult and inconvenient to ascertain and that such amount
is not a penalty and is fair and reasonable in light of all relevant circumstances, (b) the amount specified as liquidated damages
is not disproportionate to the damages that would be suffered and the costs that would be incurred by Seller as a result of having
withdrawn the Property from the market, and (c) Buyer desires to limit its liability under this Agreement to the amount of the
Earnest Money paid in the event Buyer fails to complete Closing. Seller hereby waives any right to recover the balance of the Purchase
Price, or any part thereof, and the right to pursue any other remedy permitted at law or in equity against Buyer. In no event under
this Section or otherwise shall Buyer be liable to Seller for any punitive, speculative or consequential damages.


 


(b)          In
the event of a default in the obligations herein taken by Seller, or in the event of the failure of a condition precedent set forth
in Section 13 of this Agreement, with respect to any or all of the Properties, Buyer may, as its sole and exclusive remedy, either:
(i) waive any unsatisfied conditions and/or such Seller default, as applicable, and proceed to Closing in accordance with the terms
and provisions hereof; (ii) terminate this Agreement by delivering written notice thereof to Seller no later than Closing, upon
which termination the Earnest Money shall be refunded to Buyer, Seller shall pay to Buyer all of the out-of-pocket costs and expenses
incurred by Buyer in connection with this Agreement in an amount not to exceed $15,000.00 per Property, which return and payment
shall operate to terminate this Agreement and release Seller and Buyer from any and all liability hereunder, except those which
are specifically stated herein to survive any termination hereof; (iii) to enforce specific performance of Seller’s obligations
hereunder; or (iv) by notice to Seller given on or before the Closing Date, extend the Closing Date for a period of up to thirty
(30) days (the “Closing Extension Period”) to permit Seller to remedy any such default, and the “Closing Date”
shall be moved to the last day of the Closing Extension Period. If Buyer so extends the Closing Date, then Seller may, but shall
not be obligated to, cause said conditions to be satisfied during the Closing Extension Period. If Seller does not cause said conditions
to be satisfied during the Closing Extension Period, then Buyer shall have the remedies set forth in Section 9(b)(i) through (iii)
above except that the term “Closing” shall be revised to reflect the Buyer’s election of remedies under this
Section 9(b).


 


(c)          In
the event that Improvements are not Substantially Complete in accordance with the terms of the Lease and Tenant has not commenced
paying rent on or before the date that is sixty (60) days after the proposed Rent Commencement Date, then Buyer shall have the
absolute right to terminate this Purchase and Sale Agreement, at which time the Escrow Agent shall return the entire Deposit to
Buyer, Seller shall pay to Buyer all of the out-of-pocket costs and expenses incurred by Buyer in connection with this Agreement
in an amount not to exceed $15,000.00 per Property.


 



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10.          Closing.
The Closing shall consist of the execution and delivery of documents by Seller and Buyer with respect to each Property as set forth
below, and delivery by Buyer to Seller of the Purchase Price in accordance with the terms of this Agreement. Seller shall deliver
to Escrow Agent for the benefit of Buyer at Closing the following executed documents for each Property:


 


(a)          A
Special Warranty Deed ("Deed") in the form attached hereto as Exhibit B;


 


(b)          An
Assignment of Lease and Security Deposits, in the form attached hereto as Exhibit C;


 


(c)          A
Bill of Sale in the form attached hereto as Exhibit D;


 


(d)          An
Assignment of Contracts, Permits, Licenses and Warranties in the form of Exhibit E;


 


(e)          An
original Tenant Estoppel Certificate dated no earlier than ten (10) days prior to the date of Closing. In addition, the business
terms of the Tenant Estoppel Certificate must be in material accordance with and not materially contradict the Lease;


 


(f)          To
the extent obtained by Seller, estoppel certificates with respect to reciprocal easement agreements as may be reasonably requested
by Buyer;


 


(g)          Originals,
if available or copies if not, of the Warranties (as hereinafter defined), the general contractor warranty in the form attached
hereto as Exhibit J and any additional warranties required by the Lease.


 


(h)          A
settlement statement setting forth the Purchase Price, all prorations and other adjustments to be made pursuant to the terms hereof,
and the funds required for Closing as contemplated hereunder;


 


(i)          All
transfer tax statements, declarations and filings as may be necessary or appropriate for purposes of recordation of the deed;


 


(j)          Good
standing certificates and corporate resolutions or member or partner consents, as applicable, and such other documents as reasonably
requested by Escrow Agent;


 


(k)          To
the extent not previously delivered to Buyer, the Leases, bearing the original signatures of the landlord and tenant thereunder,
or a copy thereof bearing an original certification of Tenant confirming that the copy is true, correct and complete; the leasing
files; and copies of all books and records applicable to the Property which are identified by Buyer by written notice to Seller
and reasonably necessary for the orderly transition of operation of the Property;


 


(l)          A
certificate pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended, or the regulations issued pursuant thereto,
certifying the non foreign status of Seller;


 



    	11



    	 



    

 


(m)          An
owner’s title affidavit as to mechanics’ liens and possession and other matters in customary form reasonably acceptable
to Buyer and Escrow Agent;


 


(n)          If
required, an original SNDA fully executed and notarized by Tenant;


 


(o)          Letter
to Tenant in form of Exhibit H attached hereto;


 


(p)          A
certificate of insurance or other evidence reasonably satisfactory to Buyer memorializing and confirming that Tenant is then maintaining
policies of insurance of the types and in the amounts required by the Lease, which shall name Buyer and its mortgagee as additional
insured parties and/or as loss payees and/or mortgagees, as appropriate, as their respective interests may appear; and


 


(q)          Such
other instruments as are reasonably required by Buyer or Escrow Agent to close the escrow and consummate the purchase of the Property
in accordance with the terms hereof.


 


At Closing, Buyer shall
instruct Escrow Agent to deliver the Earnest Money to Seller which shall be applied to the Purchase Price, shall deliver the balance
of the Purchase Price to Seller and shall execute and deliver execution counterparts of the closing documents referenced in clauses
(b), (d) and (h) above. Buyer shall have the right to advance the Closing upon five (5) days prior written notice to Seller; provided
that all conditions precedent to both Buyer’s and Seller’s respective obligations to proceed with Closing under this
Agreement have been satisfied (or, if there are conditions to a party’s obligation to proceed with Closing that remain unsatisfied,
such conditions have been waived by such party). Buyer shall have a one-time right to extend the Closing for up to fifteen (15)
days upon written notice to Seller to be received by Seller on or prior to the date scheduled for the Closing. The Closing shall
be an escrow closing in accordance with Section 1(c) of this Agreement.


 


11.          Representations
by Seller. For the purpose of inducing Buyer to enter into this Agreement and to consummate the sale and purchase of the Property
in accordance herewith, Seller makes the following representations and warranties to Buyer as of the date hereof and as of the
Closing Date with respect to the Property:


 


(a)          Seller
is duly organized (or formed), validly existing and in good standing under the laws of its state of organization, and to the extent
required by law, the State in which the Property is located. Seller has the power and authority to execute and deliver this Agreement
and all closing documents to be executed by Seller, and to perform all of Seller’s obligations hereunder and thereunder.
Neither the execution and delivery of this Agreement and all closing documents to be executed by Seller, nor the performance of
the obligations of Seller hereunder or thereunder will result in the violation of any law or any provision of the organizational
documents of Seller or will conflict with any order or decree of any court or governmental instrumentality of any nature by which
Seller is bound;


 


(b)          Seller
has not received any written notice of any current or pending litigation, condemnation proceeding or tax appeals affecting Seller
or the Property and Seller does not have any knowledge of any pending litigation or tax appeals against Seller or the Property;
Seller has not initiated, nor is Seller participating in, any action for a change or modification in the current subdivision, site
plan, zoning or other land use permits for the Property;


 



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(c)          Seller
has not entered into any contracts, subcontracts or agreements affecting the Property which will be binding upon Buyer after the
Closing other than the Lease;


 


(d)          Except
for violations cured or remedied on or before the date hereof, Seller has not received any written notice from (or delivered any
notice to) any governmental authority regarding any violation of any law applicable to the Property and Seller does not have knowledge
of any such violations;


 


(e)          Seller
has fee simple title to the Property subject to any deed restrictions, easements, rights of way and other matters of record, and
zoning regulations affecting the Property and Seller is the sole owner of the entire lessor’s interest in the Lease. The
Property constitutes one or more separate tax parcels for purposes of ad valorem taxation;


 


(f)          With
respect to the Leases: (i) the Leases forwarded to Buyer under Section 6(b)(i) are true, correct and complete copy of the Leases;
(ii) the Leases are in full force and effect and there is no default thereunder; (iii) no brokerage or leasing commissions or other
compensation is or will be due or payable to any person, firm, corporation or other entity with respect to or on account of the
current term of the Leases or any extension or renewal thereof; (iv) Seller has no outstanding obligation to provide Tenant with
an allowance to construct, or to construct at its own expense, any tenant improvements; and (v) the rent for each Property is as
set forth on Exhibit A;


 


(g)          There
are no occupancy rights, leases or tenancies affecting the Property other than the Lease. Neither this Agreement nor the consummation
of the transactions contemplated hereby is subject to any first right of refusal or other purchase right in favor of any other
person or entity; and apart from this Agreement, Seller has not entered into any written agreements for the purchase or sale of
the Property, or any interest therein which has not been terminated;


 


(h)          The
transactions contemplated hereby either (i) will not constitute a sale of all or substantially all the assets of Seller, or (ii)
if such transaction does constitute a sale of all or substantially all the assets of any Seller, Seller shall provide to Buyer
at Closing an excise tax lien waiver or such other reasonably obtainable instruments evidencing compliance with laws or payment
of taxes to the extent required by the law of the relevant state, or an indemnification from a party reasonably acceptable to Buyer
for any resulting liability with respect to the period prior to the Closing;


 


(i)          To
Seller’s knowledge, except as set forth in the environmental reports previously delivered by Seller to Buyer, no hazardous
substances have been generated, stored, released, or disposed of on or about the Property in violation of any law, rule or regulation
applicable to the Property which regulates or controls matters relating to the environment or public health or safety (collectively,
“Environmental Laws”). Seller has not received any written notice from (nor delivered any notice to) any federal, state,
county, municipal or other governmental department, agency or authority concerning any petroleum product or other hazardous substance
discharge or seepage. For purposes of this Subsection, “hazardous substances” shall mean any substance or material
which is defined or deemed to be hazardous or toxic pursuant to any Environmental Laws. To Seller’s knowledge, there are
no underground storage tanks located on the Property;


 



    	13



    	 



    

 


(j)          Exhibit
I attached hereto is a true, correct and complete listing of all warranties in effect for the Property (the “Warranties”).


 


The representations and
warranties of Seller shall survive Closing for a period of one (1) year.


 


12.         Representations
by Buyer. Buyer represents and warrants to, and covenants with, Seller as follows:


 


(a)          Buyer
is duly formed, validly existing and in good standing under the laws of Delaware, is authorized to consummate the transaction set
forth herein and fulfill all of its obligations hereunder and under all closing documents to be executed by Buyer, and has all
necessary power to execute and deliver this Agreement and all closing documents to be executed by Buyer, and to perform all of
Buyer’s obligations hereunder and thereunder. This Agreement and all closing documents to be executed by Buyer have been
duly authorized by all requisite corporate or other required action on the part of Buyer and are the valid and legally binding
obligation of Buyer, enforceable in accordance with their respective terms. Neither the execution and delivery of this Agreement
and all closing documents to be executed by Buyer, nor the performance of the obligations of Buyer hereunder or thereunder will
result in the violation of any law or any provision of the organizational documents of Buyer or will conflict with any order or
decree of any court or governmental instrumentality of any nature by which Buyer is bound.


 


The representations and
warranties of Buyer shall survive Closing for a period of one (1) year.


 


13.         Conditions
Precedent to Buyer’s Obligations .  Buyer’s obligation to pay the Purchase Price, and to accept title to
the Property, shall be subject to compliance by Seller with (or waiver by Buyer of) the following conditions precedent for
each Property on and as of the date of Closing:


 


(a)          Seller
shall deliver to Buyer on or before the Closing the items set forth in Section 10 above;


 


(b)          Buyer
shall receive from Escrow Agent or any other title insurer approved by Buyer in its judgment and discretion, a current ALTA owner’s
form of title insurance policy, or irrevocable and unconditional binder to issue the same, with extended coverage for the Real
Property in the amount of the Purchase Price, dated, or updated to, the date of the Closing, insuring, or committing to insure,
at its ordinary premium rates Buyer’s good and marketable title in fee simple to the Real Property and otherwise in such
form and with such endorsements as provided in the title commitment approved by Buyer pursuant to Section 6 hereof and subject
only to the Permitted Exceptions (the “Title Policy”);


 



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(c)          Buyer
shall have received a valid and permanent final certificate of occupancy (or the equivalent thereof) for the Property which shall
not contain any contingencies or require any additional work to be completed, except for any Punchlist items (as defined in the
Lease);


 


(d)          Tenant
shall be in possession of the premises demised under the Leases, open for business to the public and obligated to pay full and
unabated rent under the Leases at a date certain and Tenant shall not have assigned or sublet any of the Property;


 


(e)          The
representations and warranties of Seller contained in this Agreement shall have been true when made and shall be true in all material
respects at and as of the date of Closing as if such representations and warranties were made at and as of the Closing, and Seller
shall have performed and complied in all material respects with all covenants, agreements and conditions required by this Agreement
to be performed or complied with by Seller prior to or at the Closing;


 


(f)          Seller
shall have delivered to Buyer a written waiver by Tenant of any right of first refusal, right of first offer or other purchase
option that Tenant has pursuant to the Leases to purchase the Property from Buyer.


 


(g)          Seller
shall have made all contributions, payments and/or reimbursements and completed any and all work required by any governmental authority
in connection with the construction and development of the Property, including, without limitation, as required by any variance
or site plan approval.


 


In the event that the foregoing
conditions precedent have not been satisfied as of Closing, Buyer shall have the rights and remedies set forth in Section 9(b)
of this Agreement.


 


14.         Conditions
Precedent to Seller’s Obligations. Seller’s obligation to deliver title to the Property shall be subject to compliance
by Buyer with the following conditions precedent on and as of the date of Closing:


 


(a)          Buyer
shall deliver to Seller on the Closing Date the remainder of the Purchase Price, subject to adjustment of such amount pursuant
to Section 2 hereof; and


 


(b)          The
representations and warranties of Buyer contained in this Agreement shall have been true when made and shall be true in all material
respects at and as of the date of Closing as if such representations and warranties were made at and as of the Closing, and Buyer
shall have performed and complied in all material respects with all covenants, agreements and conditions required by this Agreement
to be performed or complied with by Buyer prior to or at the Closing.


 


15.         Notices.
Unless otherwise provided herein, all notices and other communications which may be or are required to be given or made by any
party to the other in connection herewith shall be in writing and shall be deemed to have been properly given and received on the
date: (i) delivered by facsimile transmission or by electronic mail (e.g. email), (ii) delivered in person, (iii) deposited in
the United States mail, registered or certified, return receipt requested, or (iv) deposited with a nationally recognized overnight
courier, to the addresses set out in Section 1, or at such other addresses as specified by written notice delivered in accordance
herewith. Notwithstanding the foregoing, Seller and Buyer agree that notice may be given on behalf of each party by the counsel
for each party and notice by such counsel in accordance with this Section 15 shall constitute notice under this Agreement.


 



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16.         Seller
Covenants. Seller agrees that Seller: (a) shall continue to operate and manage each Property in the same manner in which Seller
has previously operated and maintained such Property; (b) shall, subject to Section 7 hereof and subject to reasonable wear and
tear, maintain each Property in the same (or better) condition as exists on the date hereof; and (c) shall not, without Buyer’s
prior written consent, which, after the expiration of the Due Diligence Period may be withheld in Buyer’s sole discretion:
(i) amend the Leases in any manner, nor enter into any new lease, license agreement or other occupancy agreement with respect to
any Property; (ii) consent to an assignment of the Leases or a sublease of the premises demised thereunder or a termination or
surrender thereof; (iii) terminate the Leases nor release any guarantor of or security for the Leases unless required by the express
terms of the Leases; and/or (iv) cause, permit or consent to an alteration of the premises demised thereunder except for Punchlist
items (unless such consent is non-discretionary). Seller shall promptly inform Buyer in writing of any material event adversely
affecting the ownership, use, occupancy or maintenance of any Property, whether insured or not.


 


17.         Post-Closing
Covenants. For a time period of one (1) year after the date that constitutes completion of construction under the Leases for
purposes of any landlord warranties or responsibilities with respect to repairs and maintenance, Seller shall be and remain responsible
for completing any warranty work or curing any related defaults by the landlord under the Lease. Seller further agrees that it
will remain adequately capitalized in a manner such that Seller shall have sufficient funds in order to comply with its obligations
as described in this Section 17. In the event that Seller fails to comply with said cure and warranty obligations, Buyer may, after
giving thirty (30) days written notice to Seller and Seller having failed to commence and diligently pursue to completion curative
action within said time period, proceed to remedy such default on its own and shall have recourse against Seller for any expenses
incurred thereby. Neither payment nor acceptance of the Purchase Price nor any provision in this Agreement will be deemed to constitute
a waiver by Buyer of Seller’s responsibility under this Section. This Section, and all provisions contained herein, shall
survive the Closing. The obligations of Seller pursuant to this Section shall continue beyond the one-year period specified herein
as to warranty work or the curing of any defaults required by the landlord pursuant to the Lease if such defect or default is discovered
during the one-year warranty period and is not cured by the Seller within that one-year warranty period. In other words, defects
or defaults which arise or exist prior to the date of expiration of the one-year warranty period must be cured and corrected by
the Seller even though the curing or corrective action may not be commenced or completed until after the date of expiration of
the one-year warranty period.


 


The parties shall deposit
into escrow with Escrow Agent pursuant to an escrow agreement reasonably acceptable to Seller and Buyer (the “Escrow Agreement”)
a portion of the Purchase Price equal to 125% of the estimated cost of completing the Punchlist items, if any, which estimate shall
be reasonably acceptable to Buyer (the “Construction Escrow Deposit”). After Closing, Seller shall complete all Punchlist
items until accepted by Tenant, and the Escrow Agreement shall provide: (i) that Seller will have ninety (90) days to complete
the Punchlist items to Tenant’s and Buyer's reasonable satisfaction; (ii) once so completed, the full amount of the Construction
Escrow Deposit will be paid to Seller; and (iii) if Seller fails to complete all of the Punchlist items within said 90-day period,
then Buyer shall have the right to complete the repair and receive payment of the cost thereof from the Construction Escrow Deposit
and any unused portion of the Construction Escrow Deposit shall be paid to Seller.


 



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18.         Performance
on Business Days. A "business day" is a day which is not a Saturday, Sunday or legal holiday recognized by the Federal
Government. Furthermore, if any date upon which or by which action is required under this Agreement is not a business day, then
the date for such action shall be extended to the first day that is after such date and is a business day.


 


19.         Entire
Agreement. This Agreement constitutes the sole and entire agreement among the parties hereto and no modification of this Agreement
shall be binding unless in writing and signed by all parties hereto. No prior agreement or understanding pertaining to the subject
matter hereof (including, without limitation, any letter of intent executed prior to this Agreement) shall be valid or of any force
or effect from and after the date hereof.


 


20.         Severability.
If any provision of this Agreement, or the application thereof to any person or circumstance, shall be invalid or unenforceable,
at any time or to any extent, then the remainder of this Agreement, or the application of such provision to persons or circumstances
other than those as to which it is invalid or unenforceable, shall not be affected thereby. Each provision of this Agreement shall
be valid and enforced to the fullest extent permitted by law


 


21.         No
Representations or Warranties. Buyer hereby acknowledges, understands and agrees that it has an opportunity to inspect the
Property as set forth in Section 6 herein, and except as set forth in this Agreement, the Property shall be conveyed at Closing
to Buyer in “as-is” condition with no representation or warranties whatsoever. BUYER ACKNOWLEDGES AND AGREES THAT SELLER
HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS, WARRANTIES (OTHER THAN THE WARRANTY OF
TITLE AS SET OUT IN THE DEED CONTEMPLATED IN THIS AGREEMENT AND AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT) PROMISES, COVENANTS,
AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE,
OF, AS TO, CONCERNING OR WITH RESPECT TO (A) THE VALUE, NATURE, QUALITY OR CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION,
THE WATER, SOIL AND GEOLOGY; (B) THE INCOME TO BE DERIVED FROM THE PROPERTY; (C) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL
ACTIVITIES AND USES WHICH BUYER OR ANYONE ELSE MAY CONDUCT THEREON; (D) THE COMPLIANCE OF OR BY THE PROPERTY OR ITS OPERATION WITH
ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY; (E) THE HABITABILITY, MERCHANTABILITY,
MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY; (F) THE MANNER OR QUALITY OF THE CONSTRUCTION
OR MATERIALS, IF ANY, INCORPORATED INTO THE PROPERTY; (G) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY;
OR (H) ANY OTHER MATTER WITH RESPECT TO THE PROPERTY, AND SPECIFICALLY, THAT SELLER HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY
DISCLAIMS ANY REPRESENTATIONS REGARDING COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION, ZONING OR LAND USE LAWS, RULES,
REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE PROPERTY OF HAZARDOUS MATERIALS (AS DEFINED BELOW). BUYER
FURTHER ACKNOWLEDGES AND AGREES THAT, HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE PROPERTY, BUYER IS RELYING SOLELY ON ITS
OWN INVESTIGATION OF THE PROPERTY AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER. BUYER FURTHER ACKNOWLEDGES AND
AGREES THAT ANY INFORMATION PROVIDED OR TO BE PROVIDED WITH RESPECT TO THE PROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES AND
THAT SELLER HAS NOT MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS TO THE
ACCURACY OR COMPLETENESS OF SUCH INFORMATION. SELLER IS NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS,
REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY, OR THE OPERATION THEREOF, FURNISHED BY ANY REAL ESTATE BROKER, AGENT,
EMPLOYEE, SERVANT OR OTHER PERSON. BUYER FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SALE
OF THE PROPERTY AS PROVIDED FOR HEREIN IS MADE ON AN "AS-IS" CONDITION AND BASIS WITH ALL FAULTS. IT IS UNDERSTOOD AND
AGREED THAT THE PURCHASE PRICE HAS BEEN ADJUSTED BY PRIOR NEGOTIATION TO REFLECT THAT THE PROPERTY IS SOLD BY SELLER AND PURCHASED
BY BUYER SUBJECT TO THE FOREGOING. ALL PROVISIONS OF THIS SECTION 21 SHALL SURVIVE CLOSING OR THE TERMINATION OF THIS AGREEMENT
WITHOUT CLOSING, AS APPLICABLE.


 



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22.         Applicable
Law. This Agreement shall be construed under the laws of the State or Commonwealth in which the Property is located, without
giving effect to any state's conflict of laws principles.


 


23.         Tax-Deferred
Exchange. Buyer and Seller respectively acknowledge that the purchase and sale of the Property contemplated hereby may be part
of a separate exchange (an “Exchange”) being made by each party pursuant to Section 1031 of the Internal Revenue Code
of 1986, as amended, and the regulations promulgated with respect thereto. In the event that either party (the “Exchanging
Party”) desires to effectuate such an exchange, then the other party (the “Non-Exchanging Party”) agrees to cooperate
fully with the Exchanging Party in order that the Exchanging Party may effectuate such an exchange; provided, however, that with
respect to such Exchange (a) all additional costs, fees and expenses related thereto shall be the sole responsibility of, and borne
by, the Exchanging Party; (b) the Non-Exchanging Party shall incur no additional liability as a result of such exchange; (c) the
contemplated exchange shall not delay any of the time periods or other obligations of the Exchanging Party hereby, and without
limiting the foregoing, the scheduled date for Closing shall not be delayed or adversely affected by reason of the Exchange; (d)
the accomplishment of the Exchange shall not be a condition precedent or condition subsequent to the Exchanging Party's obligations
under the Agreement; and (e) the Non-Exchanging Party shall not be required to hold title to any land other than the Property for
purposes of the Exchange. The Exchanging Party agrees to defend, indemnify and hold the Non-Exchanging Party harmless from any
and all liability, damage or cost, including, without limitation, reasonable attorney's fees that may result from Non-Exchanging
Party's cooperation with the Exchange. The Non-Exchanging Party shall not, by reason of the Exchange, (i) have its rights under
this Agreement, including, without limitation, any representations, warranties and covenants made by the Exchanging Party in this
Agreement (including but not limited to any warranties of title, which, if Seller is the Exchanging Party, shall remain warranties
of Seller), or in any of the closing documents (including but not limited to any warranties of title, which, if Seller is the Exchanging
Party, shall remain warranties of Seller) contemplated hereby, adversely affected or diminished in any manner, or (ii) be responsible
for compliance with or deemed to have warranted to the Exchanging Party that the Exchange complies with Section 1031 of the Code.


 



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24.         Brokers.
Buyer and Seller each hereby represent that, except for the Broker, there are no other brokers involved or that have a right to
proceeds in this transaction. Seller shall be responsible for payment of commissions to the Broker pursuant to a separate written
agreement executed by Seller. Seller and Buyer each hereby agree to indemnify and hold the other harmless from all loss, cost,
damage or expense (including reasonable attorneys' fees at both trial and appellate levels) incurred by the other as a result of
any claim arising out of the acts of the indemnifying party (or others on its behalf) for a commission, finder's fee or similar
compensation made by any broker, finder or any party who claims to have dealt with such party (except that Buyer shall have no
obligations hereunder with respect to any claim by Broker). The representations, warranties and indemnity obligations contained
in this section shall survive the Closing or the earlier termination of this Agreement. Buyer acknowledges that Seller is an affiliate
of a licensed real estate broker under the rules of the Missouri Real Estate Commission.


 


25.         Assignment.
. Buyer may assign its rights under this Agreement, provided, however, that no such assignment shall relieve Buyer of any
of its obligations hereunder until Closing is complete. Buyer is entering into this Agreement for and on behalf of related special
purpose entities as set forth on Exhibit A1 (each an “Approved Assignee”) and intends to assign each respective Approved
Assignee its rights hereunder prior to Closing.


 


26.         Attorneys’
Fees. In any action between Buyer and Seller as a result of failure to perform or a default under this Agreement, the prevailing
party shall be entitled to recover from the other party, and the other party shall pay to the prevailing party, the prevailing
party’s attorneys’ fees and disbursements and court costs incurred in such action.


 


27.         Time
of the Essence. Time is of the essence with respect to each of Buyer’s and Seller’s obligations hereunder.


 


28.         Counterparts.
This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall
become a binding agreement when one or more counterparts have been signed by each of the parties and delivered to the other party.
Signatures on this Agreement which are transmitted by electronically shall be valid for all purposes, however any party shall deliver
an original signature on this Agreement to the other party upon request.


 



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29.         Anti
Terrorism. Neither Buyer or Seller are in violation of any Anti-Terrorism Law (as hereinafter defined) or engages in or conspires
to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the
prohibitions set forth in any Anti-Terrorism Law. “Anti-Terrorism Laws” shall mean any laws relating to terrorism or
money laundering, including: Executive Order No. 13224; the Uniting and Strengthening America by Providing Appropriate Tools Required
to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56, as the same has been, or may hereafter be, renewed, extended,
amended or replaced; the applicable laws comprising or implementing the Bank Secrecy Act; and the applicable laws administered
by the United States Treasury Department’s Office of Foreign Asset Control (as any of the foregoing may from time to time
be amended, renewed, extended, or replaced).


 


[SIGNATURES APPEAR ON THE FOLLOWING PAGES]


 



    	20



    	 



    

 


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


 





	BUYER:	 	   SELLER:
	 	 	 
	AMERICAN REALTY CAPITAL II, LLC,	 	DG PARTNERS LLC,
	a Delaware limited liability company	 	a Missouri limited liability company
	 	 	 
	By:	 	 	By:	 
	 	Name:	 	 	 	Name:	 
	 	Title:	 	 	 	Title:	 
	 	 	 	 	 
	Date:	 	 	Date:	 







 


THE UNDERSIGNED HEREBY ACKNOWLEDGES AND AGREES TO BE BOUND BY THE
TERMS OF THIS AGREEMENT RELATING TO ESCROW AGENT AND THE DEPOSIT.


 


ESCROW AGENT:


 


CHICAGO TITLE INSURANCE COMPANY


 





	By:	 	 
	 	 	 
	Name:	 	 
	 	 	
	Title:	 	 
	 	 	 
	Date:	 	 







 



    	21



    	 



    

 


EXHIBITS


 


	Exhibit A1	-	List of Properties
	 	 	 
	Exhibit A2	-	List of Leases and Rents
	 	 	 
	Exhibit B	-	Form of Special Warranty Deed
	 	 	 
	Exhibit C	-	Form of Assignment and Assumption of Lease
	 	 	 
	Exhibit D	-	Form of Bill of Sale
	 	 	 
	Exhibit E	-	Form of Assignment of Contracts, Permits, Licenses and Warranties
	 	 	 
	Exhibit F	-	Form of Tenant Estoppel
	 	 	 
	Exhibit G	-	Intentionally Deleted
	 	 	 
	Exhibit H	-	Form of Tenant Notice
	 	 	 
	Exhibit I	-	Warranties
	 	 	 
	Exhibit J	-	General Contractor Warranty


 



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EXHIBIT A1


 


LIST OF PROPERTIES


 

	Dollar General – MO 3-Pack	 
    	 	 	 
    	 	 	 
    	 	 	 
    	 	 	 
    	 	 	 
    	 	 	 
    	 	 

	Owner Name	 
    	City	 	 
    	ST	 	 
    	Acres	 	 
    	Bldg.
 sq.ft.	 	 
    	Approved Assignee	 	 
    	Deposit	 	 
    	Purchase
 Price	 

	 	 
    	 	 	 
    	 	 	 
    	 	 	 
    	 	 	 
    	 	 	 
    	 	 	 
    	 	 

	DG Partners,  L.L.C.	 
    	Alorton	 	 
    	 	MO	 	 
    	 	N/A	 	 
    	 	9,100	 	 
    	 	ARC3  DGATN001, LLC	 	 
    	$	49,000	 	 
    	$	974,753	 

	DG Partners,  L.L.C.	 
    	Altamont	 	 
    	 	MO	 	 
    	 	N/A	 	 
    	 	10,640	 	 
    	 	ARC3  DGAMT001, LLC	 	 
    	$	63,000	 	 
    	$	1,252,290	 

	DG Partners,  L.L.C.	 
    	Berkeley	 	 
    	 	MO	 	 
    	 	N/A	 	 
    	 	9,100	 	 
    	 	ARC3  DGBKL001, LLC	 	 
    	$	52,000	 	 
    	$	1,044,533	 

	 	 
    	 	 	 	 
    	 	 	 	 
    	 	 	 	 
    	 	 	 	 
    	 	 	 	 
    	 	 	 	 
    	 	 	 

	Totals	 
    	 	 	 	 
    	 	 	 	 
    	 	 	 	 
    	 	 	 	 
    	 	 	 	 
    	$	164,000	 	 
    	$	3,271,576	 


 



    	A1-1



    	 



    

 


EXHIBIT A2


 


LIST OF LEASES AND RENTS


 













	Dollar General – MO
 3-Pack	 
    	 	 	 
    	 	 	 
    	 	 	 
    	 	 	 
    	 	 	 
    	 	 	 
    	 	 	 
    	 	 
	Tenant Name	 
    	Address	 	 
    	City	 	 
    	ST	 	 
    	Lease
 Start Date	 	 
    	Lease
 Term
 Date	 	 
    	Initial Rent	 	 
    	Annual Bump	 	 
    	Cap
 Rate	 
	 	 
    	 	 	 
    	 	 	 
    	 	 	 
    	 	 	 
    	 	 	 
    	 	 	 
    	 	 	 
    	 	 
	Dolgencorp, Inc.	 
    	N/A	 	 
    	Alorton	 	 
    	 	IL	 	 
    	 	12/15/11	 	 
    	 	12/14/26	 	 
    	 	82,034	 	 
    	 	3%
                                                       in year-11	 	 
    	 	8.42	%
	Dolgencorp, Inc.	 
    	N/A	 	 
    	Altamont	 	 
    	 	IL	 	 
    	 	04/01/12	 	 
    	 	03/31/27	 	 
    	 	105,391	 	 
    	 	3% in year-11	 	 
    	 	8.42	%
	Dolgencorp, Inc.	 
    	N/A	 	 
    	Berkeley	 	 
    	 	MO	 	 
    	 	04/01/12	 	 
    	 	03/31/27	 	 
    	 	87,908	 	 
    	 	3%
                                                                 in year-11	 	 
    	 	8.42	%
	 	 
    	 	 	 
    	 	 	 
    	 	 	 	 
    	 	 	 	 
    	 	 	 	 
    	 	 	 	 
    	 	 	 	 
    	 	 	 
	 	 
    	 	 	 	 
    	 	 	 	 
    	 	 	 	 
    	 	Totals	 	 
    	 	 	 	 
    	$	275,333	 	 
    	 	 	 	 
    	 	 	 








 



    	A-1



    	 



    

 


 


EXHIBIT B


 


FORM OF SPECIAL WARRANTY DEED

[Subject to Local Counsel Review]


 


	 


Space above this
line reserved for Recorder of Deeds


 


SPECIAL WARRANTY
DEED


 


THIS SPECIAL WARRANTY DEED,
is made and entered into this ____ day of _________________, 20___ by and between ______________________________________, a ___________________,
whose address is _____________________________________________, of the _________ of __________, State of _________ (referred to
as "Grantor") and ______________________________________, a ____________________, whose address is ________________________
________________________, of the _________ of __________, State of _________ (referred to as "Grantee").


 


WITNESSETH, That Grantor,
for and in consideration of the sum of Ten Dollars ($10.00) and other good and valuable consideration paid by Grantee to Grantor,
the receipt of which is hereby acknowledged, does by these presents BARGAIN AND SELL, CONVEY AND CONFIRM unto Grantee that certain
real estate situated in the ___________ of _____________, State of ____________, and legally described as follows (referred to
as the "Property"):


 


SUBJECT, HOWEVER, to the
title and survey exceptions listed on Exhibit "A" attached to this Special Warranty Deed and by this reference made a
part hereof, Grantee hereby accepting and agreeing to the same by Grantee's acceptance and recordation of this Special Warranty
Deed.


 



    	C-1



    	 



    

 


TO HAVE AND TO HOLD the
same, together with all rights and appurtenances to the same belonging to the extent not encumbered, restricted or reserved as
contemplated by this Special Warranty Deed unto Grantee and its successors and assigns forever.


 


Grantor hereby covenants
that, except as noted above, at the time of delivery of this Special Warranty Deed the Property was free from all encumbrances
made by it and that Grantor shall and will WARRANT AND DEFEND the title to the Property unto Grantee and its successors and assigns
forever, against the lawful claims of all persons claiming by, through or under Grantor but against none others.


 


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


 


	Grantor:	 


 


Notary


 



    	2



    	 



    

 


EXHIBIT "A"

TO

SPECIAL WARRANTY DEED


 


PERMITTED EXCEPTIONS


 





		1.	Zoning and other ordinances.



 


		2.	Real estate taxes for the year ____ and subsequent years.



 


		3.	Installments of special taxes and assessments not required to be paid prior to the effective date of this Special Warranty
Deed.



 


		4.	Special taxes and assessments becoming a lien on or after the effective date of this Special Warranty Deed.



 


		5.	Visible easements and all other matters that would be disclosed by a current survey of the Property.



 


		6.	All valid and enforceable covenants, restrictions, reservations, easements and other matters as shown on the public record.








 



    	3



    	 



    

 


EXHIBIT C


 


FORM OF

ASSIGNMENT AND ASSUMPTION OF LEASE AND SECURITY DEPOSIT


 


______________________________
("Assignor"), in consideration of the sum of Ten and No/100 Dollars ($10.00) in hand paid and other good and valuable
consideration, the receipt of which is hereby acknowledged, hereby assigns, transfers, sets over and conveys to ______________________________
("Assignee"), all of Assignor's right, title and interest in and to that certain Lease dated _________________________________,
between Assignor and _____________________________ (as amended from time to time, the “Lease”), including any and all
security deposits under the Lease.


 


Subject to the limitations
set forth below, Assignor does hereby agree to defend, indemnify and hold harmless Assignee from any liability, damages (excluding
speculative damages, consequential damages and lost profits), causes of action, expenses and reasonable attorneys' fees incurred
by Assignee by reason of the failure of Assignor to have fulfilled, performed and discharged all of the various commitments, obligations
and liabilities of the lessor, or landlord under and by virtue of the Lease prior to the date of this Assignment. Subject to the
limitations set forth below, Assignee does hereby agree to defend, indemnify and hold harmless Assignor from any liability, damages
(excluding speculative damages, consequential damages and lost profits), causes of action, expenses and reasonable attorneys' fees
incurred by Assignor by reason of the failure of Assignee to have fulfilled, performed and discharged all of the various commitments,
obligations and liabilities of the Landlord under and by virtue of the Lease on and after the date of this Assignment.


 


IN WITNESS WHEREOF, Assignor
and Assignee have executed this Assignment this ______ day of ______________, 20__, which Assignment is effective this date. This
Assignment may be executed in counterparts, which when taken together shall be deemed one agreement.


 





	 	ASSIGNOR:
	 	 	 
	 	 
	 	By:	 	 
	 	 	Name:	 	 
	 	 	Title:	 	 







 



    	4



    	 



    

 





	 	ASSIGNEE:
	 	 	 
	 	 
	 	By:	 	 
	 	 	Name:	 	 
	 	 	Title:	 	 







 



    	5



    	 



    

 


EXHIBIT D


 


FORM OF BILL OF SALE


 


For valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, ______________________________, a ___________________________, having
an address at ____________________________ (“Seller”), hereby bargains, sells, conveys and transfers to ____________________________
(“Buyer”), a _______________________________, all of Seller’s right, title and interest in and to those certain
items of personal and intangible property (including any warranty made by third parties in connection with the same and the right
to sue on any claim for relief under such warranties) (the “Personal Property”) located at or held in connection with
that certain real property located in the State of __________________________, as more particularly described on Schedule A attached
hereto and made a part hereof.


 


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,
without limitation, with respect 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. Buyer accepts the Personal Property on an “as is, where is” basis.


 


IN WITNESS WHEREOF, Seller
has caused this instrument to be executed and delivered as of this ___ day of _______, 20__.


 


	 	SELLER:
	 	 
	 	 	 
	 	By:	 
	 	 	 
	 	Name:	 
	 	 	 
	 	Title:	 


 



    	D-1



    	 



    

 


SCHEDULE A


 


TO BILL OF SALE


 


(Add legal description of Real Property]


 



    	D-2



    	 



    

 


EXHIBIT E


 


FORM OF ASSIGNMENT OF CONTRACTS,

PERMITS, LICENSES AND WARRANTIES


 


THIS ASSIGNMENT, made as
of the ___ day of ________, 20__, by _________________, a __________________________ (“Assignor”), to _____________________________,
a __________________________________________ (“Assignee”).


 


WITNESSETH:


 


WHEREAS, by Agreement of
Purchase and Sale (the “Purchase Agreement”) dated as of ________, 2011 between Assignor and Assignee, Assignee has
agreed to purchase from Assignor as of the date hereof, and Assignor has agreed to sell to Assignee, that certain property located
at ________________________ (the “Property”); and


 


WHEREAS, Assignor desires
to assign to Assignee as of the date hereof all of Assignor’s right, title and interest in contracts, permits, trademarks,
licenses and warranties held by Assignor in connection with the Property, including without limitation any and all guaranties of
leases relating to the Property (collectively, the “Contracts”).


 


NOW THEREFORE, in consideration
of the premises and the mutual covenants herein contained, the Assignor hereby assigns, sets over and transfers unto Assignee to
have and to hold from and after the date hereof all of the right, title and interest of Assignor in, to and under the Contracts,
all to the extent assignable. Assignor agrees without additional consideration to execute and deliver to Assignee any and all additional
forms of assignment and other instruments and documents that may be reasonably necessary or desirable to transfer or evidence the
transfer to Assignee of any of Assignor's right, title and interest to any of the Contracts.


 


Subject to the limitations
set forth below, Assignor does hereby agree to defend, indemnify and hold harmless Assignee from any liability, damages (excluding
speculative damages, consequential damages and lost profits), causes of action, expenses and reasonable attorneys' fees incurred
by Assignee by reason of the failure of Assignor to have fulfilled, performed and discharged all of the various commitments, obligations
and liabilities of the Assignor under and by virtue of the Contracts prior to the date of this Assignment. Subject to the limitations
set forth below, Assignee does hereby agree to defend, indemnify and hold harmless Assignor from any liability, damages (excluding
speculative damages, consequential damages and lost profits), causes of action, expenses and reasonable attorneys' fees incurred
by Assignor by reason of the failure of Assignee to have fulfilled, performed and discharged all of the various commitments, obligations
and liabilities of the Assignee under and by virtue of the Contracts on and after the date of this Assignment.


 


This Assignment shall be
governed by the laws of the State of _____________, applicable to agreements made and to be performed entirely within said State.


 



    	E-1



    	 



    

 


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


 


	 	ASSIGNOR:
	 	 	 
	 	 	 
	 	a	 	 
	 	 	 	 


 


	 	By:	 	 
	 	Name:	 	 
	 	Title:	 	 


 


	 	ASSIGNEE:
	 	 	 
	 	 	 
	 	a	 	 


 


	 	By:	 	 
	 	Name:	 	 
	 	Title:	 	 


 



    	D-2



    	 



    

 


EXHIBIT F


 


FORM OF TENANT ESTOPPEL


 


With respect to each Lease, the Tenant Estoppel Certificate shall
be in the form attached as an exhibit to such Lease.


 



    	F-1



    	 



    

 


EXHIBIT G


 


Intentionally Deleted


 



    	G-1



    	 



    

 


EXHIBIT H


 


FORM OF NOTICE TO TENANT


 


TO:[Tenant]


 


Re:Notice of Change of Ownership of ______________________________


 


Ladies and Gentlemen:


 


YOU ARE HEREBY NOTIFIED AS FOLLOWS:


 


That as of the date hereof,
the undersigned has transferred, sold, assigned, and conveyed all of its right, title and interest in and to the above-described
property, (the “Property”) to [INSERT NAME OF BUYER] (the “New Owner”) and assigned to New Owner, all of
the undersigned’s right, title and interest under that certain Lease, dated _________, between ________as tenant and ____________as
landlord (the “Lease”), together with any security deposits or letters of credit held thereunder.


 


Accordingly, New Owner
is the landlord under the Lease and future notices and correspondence with respect to your leased premises at the Property should
be made to the New Owner at the following address:


 


	 	 	 
	 	 	 
	 	 	 





 


You will receive a separate
notification from New Owner regarding the new address for the payment of rent. In addition, to the extent required by the Lease,
please amend all insurance policies you are required to maintain pursuant to the Lease to name New Owner as an additional insured
thereunder and promptly provide New Owner with evidence thereof.


 


	 	Very truly yours,
	 	[PRIOR LANDLORD]


 


	 	By:	 	 
	 	Name:	 	 
	 	Title:	 	 


 



    	 



    	 



    

EXHIBIT I


 


LIST
OF WARRANTIES


 



    	 



    	 



    

 


EXHIBIT J


 


LETTER OF WARRANTY


 


(In the form of warranties provided by Landlord to Tenant pursuant
to Exhibit J of each Lease).