Exhibit
10.1


	 

         

        PURCHASE
        AND SALE AGREEMENT

        BETWEEN

        Verandas
        at Mitylene, LLC,

        a
        Delaware limited liability company

        AS
        SELLER,

        AND

        Inland
        Real Estate Acquisitions, Inc.,

        an
        Illinois corporation

        AS
        PURCHASER

        As
        of May 30, 2017

         

         



 




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Table
of Contents


Page




	Article
    1 PURCHASE AND SALE	6
	1.1   Agreement
    of Purchase and Sale	6
	1.2   Property
    Defined	8
	1.3   Permitted
    Exceptions	8
	1.4   Purchase
    Price	8
	1.5   Payment
    of Purchase Price	8
	1.6   Earnest
    Money	8
	Article
    2 TITLE AND SURVEY	9
	2.1   Title
    Examination; Commitment for Title Insurance	9
	2.2   Survey	9
	2.3   Title
    Objections; Cure of Title Objections	10
	2.4   Conveyance
    of Title	11
	2.5   Pre-Closing
    "Gap" Title/Survey Defects	12
	2.6   Seller's
    Covenant Not to Encumber	12
	Article
    3 INSPECTION	13
	3.1   Right
    of Inspection	13
	3.2   Right
    of Termination	14
	3.3   Intentionally
    Omitted.	15
	3.4   Confidentiality	15
	Article
    4 CLOSING	16
	4.1   Time
    and Place	16
	4.2   Seller's
    Obligations at Closing	16
	4.3   Purchaser's
    Obligations at Closing	18
	4.4   Credits
    and Prorations	19
	4.5   Closing
    Costs	22
	4.6   Conditions
    Precedent to Obligation of Purchaser	22
	4.7   Conditions
    Precedent to Obligation of Seller	23
	4.8   Seller's
    Tax Deferred Exchange	24
	4.9   Purchaser's
    Tax Deferred Exchange	25
	




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	Article
    5 REPRESENTATIONS, WARRANTIES AND COVENANTS	25
	5.1   Representations
    and Warranties of Seller	25
	5.2   Knowledge
    Defined	28
	5.3   Survival
    of Seller's Representations and Warranties	29
	5.4   Covenants
    of Seller	29
	5.5   Representations
    and Warranties of Purchaser	31
	5.6   Survival
    of Purchaser's Representations and Warranties	33
	5.7   Covenants
    of Purchaser	34
	5.8   Special
    Provisions Concerning Condominium Conversion	35
	Article
    6 DEFAULT	36
	6.1   Default
    by Purchaser	36
	6.2   Default
    by Seller	37
	6.3   Notice
    of Default; Opportunity to Cure	37
	6.4   Recoverable
    Damages	37
	Article
    7 RISK OF LOSS	38
	7.1   Damage	38
	7.2   Definition
    of Major Damage	38
	7.3   Seller's
    Insurance	39
	Article
    8 COMMISSIONS	39
	8.1   Broker's
    Commission	39
	8.2   Survival	39
	Article
    9 DISCLAIMERS AND WAIVERS	40
	9.1   No
    Reliance on Documents	40
	9.2   Disclaimers	40
	9.3   Certain
    Definitions	43
	9.4   Effect
    and Survival of Disclaimers	43
	




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	Article
    10 ESCROW AGENT	43
	10.1   Investment
    of Earnest Money	43
	10.2   Intentionally
    Omitted	43
	10.3   Payment
    on Demand	44
	10.4   Exculpation
    of Escrow Agent	44
	10.5   Stakeholder	44
	10.6   Interest	44
	10.7   Execution
    by Escrow Agent	45
	Article
    11 MISCELLANEOUS	45
	11.1   Intentionally
    Deleted	45
	11.2   Intentionally
    Deleted	45
	11.3   Assignment	45
	11.4   Notices	45
	11.5   Modifications	47
	11.6   Calculation
    of Time Periods	47
	11.7   Successors
    and Assigns	47
	11.8   Entire
    Agreement	48
	11.9   Further
    Assurances	48
	11.10   Counterparts	48
	11.11   Severability	48
	11.12   Applicable
    Law	48
	11.13   No
    Third Party Beneficiary	48
	11.14   Employees	49
	11.15   Seller's
    Access to Records after Closing	49
	11.16   Schedules	49
	11.17   Captions	50
	11.18   Construction	50
	




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	11.19   Termination
    of Agreement	50
	11.20   Survival	50
	11.21   Time
    of Essence	50
	11.22   Covenant
    Not to Record	51
	11.23   Limitation
    of Seller's Liability	51
	11.24   JURY
    WAIVER	51
	Article
    12 ADDITIONAL PROPERTIES	51
	12.1   Additional
    PSAs	51
	12.2   Agreements
    Regarding Additional PSAs	51


 


 


 




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PURCHASE
AND SALE AGREEMENT


THIS
PURCHASE AND SALE AGREEMENT (this "Agreement") is made as of May 30, 2017 (the "Effective Date"),
by and between Verandas at Mitylene, LLC, a Delaware limited liability company ("Seller"), and Inland
Real Estate Acquisitions, Inc., an Illinois corporation ("Purchaser").


Chicago
Title Insurance Company, 10 South LaSalle Street, Suite 3100, Chicago, Illinois 60603, Attn: Nancy Castro (“Escrow Agent”),
through its agent Calloway Title and Escrow, LLC, 4170 Ashford-Dunwoody Road, Suite 285, Atlanta, Georgia 30319, Attn: Amanda
Calloway ("Title Company") is a party to this Agreement for the limited purposes set forth herein.


W I T N E
S S E T H:


Article
1

PURCHASE AND SALE


		1.1	Agreement
                                         of Purchase and Sale. Subject to the terms and conditions hereinafter
                                         set forth, Seller agrees to sell and convey and Purchaser agrees to purchase the following:



(a)               
that certain tract or parcel of land being more particularly described on Schedule 1.1(a), attached hereto and made
a part hereof (the property described in this clause (a) being herein referred to collectively as the "Land");


(b)              
all those rights, easements and appurtenances pertaining to the Land (whether now or hereafter existing), including (i)
all right, title and interest of Seller (if any) in and to any streets, alleys or rights-of-way (whether open, closed or proposed),
within or adjacent to the Land, and (ii) all right, title and interest of Seller with respect to any easements, covenants, agreements,
rights, privileges, tenements, hereditaments and appurtenances that now or hereafter benefit or burden the Land (the property
described in this clause (b) herein referred to collectively as the "Related Rights");


(c)               
the buildings, structures, facilities, installations, fixtures and other improvements of every kind on the Land, including
specifically, without limitation, those certain buildings containing apartment units and related facilities and commonly known
as Verandas at Mitylene Apartments (the property described
in this clause (c) being herein referred to collectively as the "Improvements",
and the Land, the Related Rights and the Improvements being hereinafter sometimes collectively referred to as the "Real
Property");




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(d)              
all of Seller's right, title and interest in, to and under all tangible personal property upon the Land or within the Improvements,
including specifically, without limitation, appliances, equipment, furniture, furnishings, carpeting, draperies and curtains,
tools and supplies, and other items of tangible personal property owned by Seller and used exclusively in connection with the
ownership, use, maintenance or operation of the Land and the Improvements, and including those items of tangible personal property
identified on Schedule 1.1(d), attached hereto and incorporated herein by this reference, but excluding (i) cash and cash
equivalents (except to the extent prorated at Closing (as hereinafter defined)), (ii) any reserves or other deposits funded or
made in connection with any financing encumbering the Property, (iii) computer software and computer files, (iv) any time clock(s),
(v) personal property owned by tenants under the Leases, (vi) any equipment installed by, or in connection with, any telecommunication
or utility provider and which is owned by any party other than Seller (excluding any reversionary interest that Seller may have
therein which shall be assigned to Purchaser to the extent assignable), (vii) any items owned by employees of Seller or any property
manager, (viii) any items leased to Seller, (ix) any digital voice receivers used in connection with recorded music at the Property,
and (x) all brochures, advertising copy, promotional materials, manuals, reports, portfolios, binders, training materials and
other items on which the name "Flournoy" appears (the property described in this clause (d), other than the excluded
items, being herein referred to collectively as the "Tangible Personal Property").


(e)               
all of Seller's right, title and interest as landlord or lessor in, to and under all written agreements listed and described
on Schedule 1.1(e) (the "Rent Roll") attached
hereto and made a part hereof as well as under all similar agreements hereafter executed by Seller in accordance with the terms
of this Agreement, pursuant to which any portion of the Land or Improvements is used or occupied by anyone other than Seller (the
property described in this clause (e) being herein referred to collectively as the "Leases");


(f)               
all of Seller's right, title and interest in, to and under (i) the Designated Service Contracts (as defined in Section
5.7 of this Agreement), (ii) all assignable existing warranties and guaranties issued to or inuring to the benefit of Seller
in connection with the Improvements or the Tangible Personal Property, and (iii) all governmental permits, licenses and approvals,
if any, belonging to or inuring to the benefit of Seller and pertaining to the Real Property or the Tangible Personal Property,
but only to the extent that such permits, licenses and approvals are assignable and only to the extent that such permits, licenses
and approvals relate to the Real Property or the Tangible Personal Property as opposed to other property of Seller or its affiliates;
(iv) resident and tenant files for current residents and tenants as of the Closing Date (as hereinafter defined), (v) architectural
and civil plans and specifications (to the extent in Seller's possession but excluding any right to reproduce, use such plans
or specifications for future development or otherwise restrict Seller or any affiliate of Seller from using such plans for future
development); (vi) other non-confidential and non-proprietary records owned by Seller and used in connection with the operation
of the Real Property or any part thereof, and located 




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on-site as of the Closing Date; (vii) the right to use the name
"Verandas at Mitylene Apartments" in connection with the Real Property; (viii) all assignable telephone numbers, URLs
and website domain names associated with the Real Property including but not limited to the right, at Purchaser's expense, to
use www.verandasmontgomery.com for a period of one (1) year after the Closing solely for the purpose of forwarding visitors to
Purchaser's website for the Real Property; but excluding any rights in or to the use of the name "Flournoy"; and (ix)
all logos, works of art, graphic designs and all videos and photos owned and used by Seller in connection with the Real Property,
provided that the item listed in this clause (ix) does not use or display the name "Flournoy" (the property described
in this clause (f), other than the excluded items, being sometimes herein referred to collectively as the "Intangible Property").


		1.2	Property
                                         Defined. The Land, the Related Rights, the Improvements, the Tangible
                                         Personal Property, the Leases and the Intangible Property are hereinafter sometimes referred
                                         to collectively as the "Property".



		1.3	Permitted
                                         Exceptions. The Property shall be conveyed, and Purchaser shall accept
                                         the Property, subject to the matters which are, or are deemed to be, Permitted Exceptions
                                         pursuant to Article 2 hereof (herein referred to collectively as the "Permitted
                                         Exceptions").



		1.4	Purchase
                                         Price. Seller is to sell and Purchaser is to purchase the Property for
                                         the total purchase price of Thirty Six Million Four Hundred Fifty One Thousand and
                                         No/100 Dollars ($36,451,000.00) (the "Purchase Price"). 



		1.5	Payment
                                         of Purchase Price. The Purchase Price for the Property shall be paid at
                                         Closing in cash by wire transfer of immediately available federal funds to a bank account
                                         of Escrow Agent designated by Escrow Agent in writing to Purchaser prior to the Closing
                                         ("Escrow Agent's Account"), and, as adjusted by prorations and adjustments
                                         as herein provided, shall be subsequently payable in full at Closing in cash by wire
                                         transfer of immediately available federal funds to a bank account designated by Seller
                                         in writing to Escrow Agent prior to the Closing.



		1.6	Earnest
                                         Money. 



(a)               
Within three (3) business days following the Effective Date, Purchaser shall deposit with Escrow Agent the sum of Six
Hundred Fifty Thousand and No/100s Dollars ($650,000.00) by check or wire transfer of immediately
available funds (the "Earnest Money") in accordance with the wiring instructions
attached hereto as Schedule 1.6(a). The Earnest Money, together with all interest earned thereon, if any, while such earnest
money funds are in escrow (including, without limitation, in Escrow Agent’s Account) shall collectively be referred to herein
as the “Earnest Money.” The Earnest Money shall be held and applied as further
set forth in this Agreement. Upon Closing, the Earnest Money will be applied to the Purchase Price on the Closing Date and paid
to Seller through the escrow process outlined herein, or at Purchaser's election, upon release of the Purchase Price to Seller
on the Closing Date, the Earnest Money shall be returned to Purchaser.



 



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(b)              
If Purchaser fails to deliver any portion of the Earnest Money to the Escrow Agent within the time period specified above,
Seller shall have the right to terminate this Agreement and upon such termination, Purchaser and Seller shall have no further
rights, or obligations hereunder, except those which expressly survive termination of this Agreement.


(c)               
In any event, if Purchaser is entitled to have the Earnest Money returned to Purchaser pursuant to any provision of this
Agreement, One Hundred and no/100 Dollars ($100.00) of the Earnest Money shall nevertheless be paid to Seller as good and sufficient
consideration for entering into this Agreement. In addition, Seller acknowledges that Purchaser, in evaluating the Property and
performing its due diligence investigation of the Property, will devote internal resources and incur expenses, and that such efforts
and expenses of Purchaser also constitute good, valuable and sufficient consideration for this Agreement.


Article
2

TITLE AND SURVEY


		2.1	Title
                                         Examination; Commitment for Title Insurance. Seller has obtained from
                                         Title Company, at Seller's expense, and delivered to Purchaser the Chicago Title Insurance
                                         Company Title Commitment No. NA01264, and has an effective date of April 25, 2017 (the
                                         "Title Commitment") and covering the Property. 



		2.2	Survey.
                                         Purchaser acknowledges that Seller has delivered to Purchaser that certain existing
                                         as-built survey of the Real Property prepared by Pilgreen Engineering, Inc., dated August
                                         22, 2007 and bearing the seal of Martin Blethen Alabama Land Surveyor License No.14728.
                                         Purchaser has ordered (or will order) an update of said survey and will request that
                                         the update be delivered to Purchaser no later than five (5) days before the Inspection
                                         Date (as defined in Section 3.2 below), which together with said updates or revisions
                                         shall constitute the "Survey" hereunder. For purposes of the Deed to
                                         be delivered to Purchase at the Closing, the legal description of the Property shall
                                         be the legal description attached hereto as Schedule 1.1(a), less and except any right-of-way
                                         or other conveyances previously made by Seller. If, however, the metes and bounds description
                                         drawn from the Survey (or any update thereto) reflects a legal description different
                                         from the legal description attached hereto as Schedule 1.1(a), Seller shall also deliver
                                         a quit claim deed, at Closing, containing the legal description drawn from the Survey
                                         (or update thereto).





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		2.3	Title
                                         Objections; Cure of Title Objections. 



(a)               
Purchaser or its attorneys shall have until that date which is five (5) days after receipt of the updated Survey, but in
no event later than the Inspection Date (also referred to herein as the "Title Objection
Deadline") to notify Seller and its attorneys, in writing, of such objections as Purchaser
may have to the Title Commitment (including the title exception documents referred to therein) or Survey, other than the Permitted
Exceptions described in clauses (a) through (d) of Section 2.4. Subject to Section 2.3(d) hereof, any item contained
in the Title Commitment, any matter shown on the Survey or any document that is of record and properly indexed as of the effective
date of such initial title examination to which Purchaser does not object on or before the Title Objection Deadline shall be deemed
a "Permitted Exception". 


(b)              
In the event Purchaser shall notify Seller of objections to title or to matters shown on a Survey on or before the Title
Objection Deadline, Seller shall have the right, but not the obligation, to cure such objections. On or before the fifth (5th)
day following Seller's receipt of Purchaser's notice of objections, Seller shall notify Purchaser in writing whether Seller elects
to attempt to cure such objections (and Seller's failure to provide such a notice shall be deemed an election by Seller not to
cure any such objection). If Seller elects to attempt to cure, then Seller shall use commercially reasonable efforts to attempt
to remove, satisfy or cure the same. If Seller elects (or is deemed to have elected) not to cure any objections specified in Purchaser's
notice, or if Seller notifies Purchaser of Seller's intent to cure any objection and thereafter Seller fails or is unable to effect
a cure prior to Closing (or any date to which the Closing has been extended), then in either such case Purchaser shall have the
right to elect one, but not both, of the following options, which election must in each case be made within the time period provided
in paragraph (c) below:


		(A)	to
                                         accept a conveyance of the Property subject to the Permitted Exceptions, specifically
                                         including any matter objected to by Purchaser which Seller is unwilling or unable to
                                         cure, and without reduction of the Purchase Price; or 



		(B)	to
                                         terminate this Agreement by sending written notice thereof to Seller, and upon delivery
                                         of such notice of termination, this Agreement shall terminate and the Earnest Money shall
                                         be returned to Purchaser in accordance with Section 1.6 of this Agreement, and
                                         thereafter neither party hereto shall have any further rights, obligations or liabilities
                                         hereunder with respect to the Property, except to the extent that any right, obligation
                                         or liability set forth herein expressly survives termination of this Agreement. 





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(c)               
If Seller notifies Purchaser that Seller does not intend to attempt to cure any title objection, or if Seller is deemed
to have elected not to cure any title objections, or if Seller notifies Purchaser of Seller's intent to cure any objection and
Seller later notifies Purchaser that Seller has failed or will be unable to effect a cure thereof, then in any such case Purchaser
shall, within five (5) days after receiving Seller's notice or the date of Seller's deemed election, as applicable, notify Seller
in writing whether Purchaser shall elect to accept the conveyance under clause (b)(i) above or to terminate this Agreement under
clause (b)(ii) above (with Purchaser's failure to provide such a notice deemed an election by Purchaser to accept conveyance under
clause (b)(i) above).


(d)              
Notwithstanding anything contained herein to the contrary, Seller shall be obligated at Closing to discharge (i) all mortgages
of Seller (regardless of whether Purchaser objects to such mortgage), and (ii) all monetary liens arising by, through or under
Seller. The term "mortgage" as used herein includes any mortgage, deed of trust, deed to secure debt and similar security
instrument securing an indebtedness of Seller and encumbering the Property or any portion thereof; the terms "discharge"
and "discharged" as used herein include compliance with a statutory bonding procedure that has the legal effect of removing
the mortgage or item as a lien on the Property or otherwise allows the mortgage or item to be removed from the title exceptions
in the Title Policy (as defined below).


		2.4	Conveyance
                                         of Title. At Closing, Seller shall convey and transfer the Property to
                                         Purchaser. It shall be a condition to Purchaser's obligation to close this transaction
                                         that title to the Real Property conveyed and transferred to Purchaser shall be such title
                                         to the Real Property as will enable the Title Company to issue to Purchaser an extended
                                         coverage American Land Title Association (ALTA) Form 2006 Owner's Policy of Title Insurance
                                         (the "Title Policy") covering the Real Property, in the full amount
                                         of the Purchase Price, subject to the following matters, which are collectively referred
                                         to in this Agreement as "Permitted Exceptions":



(a)               
the rights of residential tenants, as tenants only, without any right to acquire any portion of the Property, under the
Leases described in the Rent Roll and any new Leases entered into between the Effective Date and Closing and (if required) approved
by Purchaser in accordance with the terms of this Agreement;


(b)              
the lien of all ad valorem real estate taxes and assessments not yet due and payable as of the date of Closing, subject
to adjustment as herein provided;


(c)               
local, state and federal laws, ordinances or governmental regulations, including but not limited to, building, zoning and
land use laws, ordinances and regulations, now or hereafter in effect relating to the Property; 


(d)              
Intentionally Deleted.




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(e)               
additional items, if any, appearing of record or shown on the Survey, except to the extent Seller agrees to cure any such
matters pursuant to Section 2.3 or 2.5 hereof; and


(f)               
additional items, if any, approved by Purchaser pursuant to Section 2.6 hereof.


		2.5	Pre-Closing
                                         "Gap" Title/Survey Defects. Whether or not Purchaser shall have
                                         furnished to Seller any notice of title objections pursuant to the foregoing provisions
                                         of this Agreement, Purchaser may, at or prior to Closing, notify Seller in writing of
                                         any objections to title or survey matters having a material effect on the operation or
                                         value of the Property and first raised by the Title Company or the Surveyor and first
                                         arising between (a) the effective date of the applicable Title Commitment or Survey and
                                         (b) the Closing Date; provided, however, that Purchaser must notify Seller of any such
                                         objections within five (5) business days of Purchaser's first receipt of the updated
                                         Title Commitment, updated survey or other document, whichever first provides notice of
                                         the condition giving rise to any such objection. With respect to any objections to title
                                         or survey matters set forth in such notice, except for objections arising or resulting
                                         from Seller's breach of the covenant contained in Section 2.6 hereof, Seller shall have
                                         the same option to cure and Purchaser shall have the same option to accept title subject
                                         to such matters or to terminate this Agreement as those which apply to any notice of
                                         objections made by Purchaser on or before the Title Objection Deadline. 



		2.6	Seller's
                                         Covenant Not to Encumber. Seller agrees that, between the Effective Date
                                         and the Closing Date, Seller will not sell, assign, rent, convey (absolutely or as security),
                                         grant a security interest in, or otherwise encumber or dispose of, the Property (or any
                                         part thereof or estate therein) in any manner that will survive Closing, except as approved
                                         in writing by Purchaser or as expressly provided in this Agreement. Notwithstanding the
                                         foregoing, Seller shall have the right to (i) continue leasing apartment units in the
                                         Property in the manner described in Section 5.4(b) hereof, (ii) terminate, amend or enter
                                         into service contracts in the manner described in Section 5.4(g) hereof, (iii) use, deplete,
                                         remove or replace items of Tangible Personal Property in the ordinary course of business,
                                         provided any appliances, leasing office and pool furniture, fitness center equipment
                                         and other similar items of equipment or furniture so removed by Seller are promptly replaced
                                         by Seller, at its cost, with items of comparable value and utility, and (iv) modify or
                                         amend the existing loan on the Property. 





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Article
3 


INSPECTION


		3.1	Right
                                         of Inspection. 



(a)               
Beginning on the date of the Access Agreement (as hereinafter defined) and continuing thereafter so long as this Agreement
remains in full force and effect, Purchaser and its agents, representatives, contractors and consultants shall, at Purchaser’s
sole cost and expense and upon twenty-four (24) hours prior telephonic notice to Seller, have the right to make physical inspections
of the Property and to examine at such place or places at the Property, in the offices of the property manager or elsewhere as
the same may be located, any operating files maintained by Seller or its property manager in connection with the leasing, maintenance
and/or management of the Property, including, without limitation, the Leases, lease files, service contracts, bills, invoices,
receipts and other general records relating to the income and expenses of the Property, correspondence, surveys, plans and specifications,
warranties for services and materials provided to the Property and similar materials, but excluding materials not directly related
to the leasing, maintenance, and/or management of the Property such as Seller's internal memoranda, financial projections, insurance
policies, operating budgets, appraisals, accounting and tax records and similar proprietary or confidential information. Seller
shall have the right, but not the obligation, to have one of its representatives accompany Purchaser or its representatives on
each such inspection or examination. To the extent in Seller’s possession, Seller shall provide Purchaser with the items
set forth in Schedule 3.1(a) attached hereto within three (3) business days after the Effective Date. Seller shall reasonably
cooperate with Purchaser in its inspections and examinations of the Property, but Seller shall not be obligated to incur any liability,
undue time commitment or expense in connection therewith.


(b)              
Purchaser’s inspections of the Property shall not damage the Property in any respect, shall not be invasive in any
respect (including, without limitation, soil borings, test pits, groundwater testing, or Phase II or Phase III environmental testing),
and shall be conducted in accordance with standards customarily employed in the industry and in compliance with all governmental
laws, rules and regulations. Following each such entry by the Purchaser Parties with respect to the Inspections, Purchaser shall
promptly restore, or cause to be restored, the Property to its original condition as existed immediately prior to any such Inspections.
Purchaser shall not have the right to submit any samples or other materials to any testing laboratory or similar facility without
obtaining the prior written consent of Seller.




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(c)               
Except with respect to the gross negligence or willful misconduct of Seller, its members, and their respective, members,
affiliates, indirect owners (including trusts and plans), trustees, officers, directors, shareholders, agents and employees Purchaser
shall indemnify, hold harmless and defend Seller, its members, and their respective, members, affiliates, indirect owners (including
trusts and plans), trustees, officers, directors, shareholders, agents and employees from and against any and all claims, demands,
causes of action, liabilities, losses, costs, damages and expenses (including reasonable attorneys' fees and expenses and court
costs incurred in defending any such claim or in enforcing this indemnity) of whatsoever nature (for purposes of this Section
3.1, individually a "Claim" and collectively,
"Claims") that may be incurred by Seller or any other indemnified party and
arising out of or in connection with the acts or omissions of Purchaser and its agents, representatives, contractors and consultants,
or any of them, in connection with the inspections and examinations of the Property, including but not limited to Claims arising
out of or in connection with personal injury or death of persons, loss, destruction or damage to property, or liens or claims
of lien filed against the Property. Notwithstanding the foregoing, Purchaser shall have no liability for pre-existing conditions
discovered by any inspection of the Real Property and not aggravated by Purchaser. This Section 3.1(c) shall survive Closing
or any termination of this Agreement for a period of twenty-four (24) months.


		3.2	Right
                                         of Termination. Seller agrees that in the event Purchaser determines,
                                         in Purchaser's sole and absolute discretion, that it does not wish to acquire the Property
                                         for any reason or no reason, then Purchaser shall have the right to terminate this Agreement
                                         by giving written notice of such termination to Seller on or before thirty (30) days
                                         following the date of that certain Access Agreement, dated May 11, 2017, between Purchaser
                                         and Seller (the "Access Agreement") pursuant to which Purchaser is permitted
                                         access to the Property for performance of its due diligence investigations (said thirtieth
                                         (30th) day being referred to herein as the "Inspection Date").
                                         Upon any such termination of this Agreement pursuant to Purchaser's rights under this
                                         Section 3.2 the Earnest Money shall be promptly returned to Purchaser in accordance with
                                         Section 1.6 hereof, Seller shall be solely responsible for the cost of the survey updates
                                         commissioned by Purchaser under Section 2.2, and Purchaser and Seller shall have no further
                                         rights and obligations hereunder except those which expressly survive termination of
                                         this Agreement. If Purchaser fails to give Seller timely notice of termination on or
                                         before the Inspection Date, then Purchaser shall no longer have the right to terminate
                                         this Agreement under this Section 3.2 and (subject to any contrary provisions of this
                                         Agreement) shall be bound to proceed to Closing and consummate the transaction contemplated
                                         hereby pursuant to the terms of this Agreement, and Purchaser shall be solely responsible
                                         for the cost of the survey updates commissioned by Purchaser under Section 2.2 and as
                                         more particularly provided in Section 4.5 below. Time is of the essence with respect
                                         to the provisions of this Section 3.2. The period commencing on the date of the Access
                                         Agreement, and ending on the Inspection Date, is sometimes referred to herein as the
                                         "Inspection Period."





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3.3             
Intentionally Omitted.


		3.4	Confidentiality.
                                         



(a)               
Purchaser acknowledges that all reports and other information provided to Purchaser (the “Deliveries”)
under this Agreement or separate arrangement with Seller or Broker are for informational purposes only and shall not be construed
as a representation or warranty on the part of Seller or any other party regarding the Property. Notwithstanding any provision
of this Agreement, Purchaser shall not have access to, and Seller shall not be obligated to make available to Purchaser, any confidential,
proprietary or privileged information of Seller related to the Property, such excluded materials to include Seller’s internal
memoranda, financial projections, operating budgets, appraisals, tax returns and similar proprietary, confidential or privileged
information. Notwithstanding anything in the foregoing to the contrary, Seller will make available to Purchaser financial statements,
operating reports and rent rolls used in Seller’s ordinary course of business.


(b)              
The existence and contents of this Agreement, the negotiations of parties with respect to the possible sale and purchase
of the Property and any matters disclosed by any Inspections undertaken by Purchaser and the Purchaser Parties with respect to
the Property and any additional information furnished by Seller to Purchaser from time to time (including, without limitation,
the Deliveries) shall be kept confidential and shall not be disclosed to any third parties without the consent of both parties
hereto, except for any disclosure that may be required by law to be made to any applicable governmental or quasi-governmental
authorities. No advertisement or other publicity concerning this transaction shall be made or disseminated by either party at
any time without the review and approval of both parties hereto. Both parties recognize the need to disclose, and agree to the
disclosure of, certain aspects of this transaction to their respective lenders, investors, accountants, attorneys and other consultants.
Each party agrees to inform their lender, investors, accountants, attorneys and other consultants of the confidentiality of this
transaction and all such other information. Notwithstanding the foregoing of this Section 3.4, either of Seller or Purchaser
(or both) may issue a press release describing the transaction if and when the Property is actually conveyed, provided that any
such press release issued by either party must be reasonably approved in advance by the other party. Additional confidentiality
restrictions may be set forth in a separate confidentiality agreement between Seller and Purchaser (provided such restrictions
are consistent with this Agreement).


(c)               
If this Agreement is terminated, Purchaser shall, within seven (7) days from the date of such termination, return or cause
to be returned to Seller all Deliveries and, if requested by Seller and upon reimbursement of Purchaser's actual costs therefor,
deliver to Seller copies of all third party reports, together with such reliance letters and/or assignments as Seller may reasonably
request. The provisions of this Section 3.4 shall survive the termination of this Agreement for a period of twenty four
(24) months.




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ARTICLE
4


CLOSING


		4.1	Time
                                         and Place. The consummation of the transaction as contemplated hereby
                                         ("Closing") shall be held at the office of Escrow Agent on or before
                                         thirty (30) calendar days after the Inspection Date, via escrow funds and fully executed
                                         documents. At Closing, Seller and Purchaser shall perform the obligations set forth in,
                                         respectively, Section 4.2 and Section 4.3. The Closing may be held at such other place
                                         or such earlier time and date as Seller and Purchaser shall mutually approve in writing.
                                         The date on which the Closing is scheduled to occur hereunder (or, if earlier, the date
                                         on which Closing occurs) is sometimes referred to herein as the "Closing Date".
                                         The parties will endeavor to "pre-close" on the business day prior to the Closing
                                         Date, so as to allow the wire transfers of the Purchase Price to occur at the opening
                                         of business on the Closing Date or as promptly thereafter as practical. Notwithstanding
                                         any provision of this Agreement to the contrary, if Seller's existing mortgagee requires
                                         a prior notification period, or the satisfaction of other conditions precedent, to complete
                                         the repayment of Seller's existing mortgage loan on the Property and release or defeasance
                                         of the Property from the effect of the security instrument(s) currently encumbering the
                                         Property, then Seller shall have the unilateral option to extend the Closing Date up
                                         to thirty (30) days by delivery to Purchaser of not less than ten (10) days' prior written
                                         notice of said requirement; provided that Seller diligently and in good faith pursues
                                         said repayment and release within said thirty (30)-day period.



		4.2	Seller's
                                         Obligations at Closing. At Closing, Seller shall: 



(a)               
deliver to Purchaser a duly executed limited or special warranty deed in the form attached hereto as Schedule 4.2(a)
and by this reference made a part hereof, conveying the Real Property to Purchaser subject to the Permitted Exceptions (the
"Deed");


(b)              
deliver to Purchaser two counterparts of a bill of sale and assignment and assumption of leases and service contracts,
in the form attached hereto as Schedule 4.2(b) and by this reference made a part hereof, duly executed by Seller, pursuant
to which (i) Seller shall convey the Tangible Personal Property and the Intangible Property to Purchaser, and (ii) Seller shall
assign to Purchaser, and Purchaser shall assume from and after the date of Closing, Seller's interest in and to the Leases and
Designated Service Contracts, as amended or supplemented pursuant to this Agreement (the "Bill
of Sale and Assignment");


(c)               
join with Purchaser to execute a notice (the "Tenant Notice")
in the form of Schedule 4.2(c) attached hereto, which Purchaser shall send to each tenant under each of the Leases informing
such tenant of the sale of the Property and of the assignment to Purchaser of Seller's interest in, and obligations under, the
Leases (including, if applicable any security deposits) and directing that all rent and other sums payable after the Closing under
each such Lease shall be paid as set forth in the notice;




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(d)              
deliver to Purchaser a certificate ("Seller's Closing Certificate"),
dated as of the date of Closing and duly executed by Seller, in the form of Schedule 4.2(d) attached hereto, stating that
the representations and warranties of Seller contained in Section 5.1 of this Agreement are true and correct in all material
respects as of the date of Closing (with appropriate modifications to reflect any changes therein or identifying any representation
or warranty which is not, or no longer is, true and correct and explaining the state of facts giving rise to the change). The
inclusion of any change or exception in such certificate shall not prejudice Purchaser's rights under this Agreement with respect
to the subject matter of such change or exception. The Seller's Closing Certificate shall include an updated Rent Roll dated no
earlier than two (2) business days prior to the Closing Date as to which Seller shall make the same representations and warranties,
as of the date of such Rent Roll, as Seller makes under Section 5.1(d) with respect to the Rent Roll attached hereto;


(e)               
deliver to Purchaser such evidence as the Title Company may reasonably require as to the authority of the person or persons
executing documents on behalf of Seller;


(f)               
deliver to Purchaser an affidavit duly executed by Seller stating that Seller is not a "foreign person" as defined
in the Federal Foreign Investment in Real Property Tax Act of 1980 and the 1984 Tax Reform Act;


(g)              
deliver to the Title Company a title insurance affidavit, if required by the Title Company, duly executed by Seller or
a representative of Seller, in form and content reasonably satisfactory to Seller and the Title Company;


(h)              
deliver to Purchaser at the place of Closing or at the Property the Leases together with such leasing and property files
and records which are material in connection with the continued operation, leasing and maintenance of the Property, all to the
extent not previously delivered;


(i)                
deliver to Purchaser possession and occupancy of the Property, subject to the Permitted Exceptions;


(j)                
deliver a closing statement evidencing the transaction contemplated by this Agreement and such additional documents as
shall be reasonably requested by the Title Company or required to consummate the transaction contemplated by this Agreement; provided,
however, that in no event shall Seller be required to indemnify the Title Company, Purchaser, or any other party pursuant to any
such documents, or undertake any other material liability not expressly contemplated in this Agreement, unless Seller elects to
do so in its sole discretion;


(k)              
Seller has complied with the requirements of the bulk transfer provisions of the Uniform Commercial Code in effect in the
state in which the Property is located, if any;




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(l)                
deliver evidence of termination of the existing property management agreement; and


(m)            
if the legal description attached hereto as Schedule 1.1(a) differs from the legal description of the Property drawn
from the Survey, Seller shall at Closing deliver (in addition to the Deed) a quit claim deed conveying the Property pursuant to
the legal description drawn from the Survey, which legal description shall be subject to Seller's approval, which approval shall
not be unreasonably withheld.


		4.3	Purchaser's
                                         Obligations at Closing. At Closing, Purchaser shall: 



(a)               
deliver to Escrow Agent the full amount of the Purchase Price as increased or decreased by prorations and adjustments as
herein provided, prior to 2:00 p.m. (Eastern Standard time) on the Closing Date, in immediately available federal funds wire transferred
to Escrow Agent's Account, and deliver to Escrow Agent instructions to immediately release the full amount of the Purchase Price,
as increased or decreased by prorations and adjustments as herein provided, to Seller;


(b)              
join Seller in execution of all counterparts of the Bill of Sale and Assignment and the Tenant Notice. In connection with
the Tenant Notice, Purchaser shall deliver to each and every tenant of the Property under a Lease thereof a signed statement acknowledging
Purchaser's receipt and responsibility for each tenant's security deposit (to the extent credited or delivered by Seller to Purchaser
at Closing), if any, all in compliance with and to the extent required by the applicable law. The provisions of this sub-section
shall survive Closing;


(c)               
deliver to the Title Company as it may reasonably require as to the authority of the person or persons executing documents
on behalf of Purchaser;


(d)              
deliver to Seller a certificate dated as of the date of Closing and duly executed by Purchaser, (i) reaffirming the provisions
of Article 9 and confirming that such provisions remain and will continue in full force and effect as of and after the
Closing, and (ii) stating that the representations and warranties of Purchaser contained in Section 5.5 of this Agreement
are true and correct in all material respects as of the date of Closing; and


(e)               
deliver a closing statement evidencing the transaction contemplated by this Agreement and such additional documents as
shall be reasonably requested by the Title Company or required to consummate the transaction contemplated by this Agreement, provided,
however, that in no event shall Purchaser be required to indemnify Seller or Title Company or undertake any other material liability
not expressly contemplated in this Agreement, unless Purchaser elects to do so in its sole discretion.




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		4.4	Credits
                                         and Prorations.



(a)               
All income and expenses in connection with the operation of the Property shall be apportioned, as of 11:59 p.m. (Eastern
Standard time) on the day prior to the Closing Date, as if Purchaser were vested with title to the Property during the entire
Closing Date, such that, except as otherwise expressly provided to the contrary in this Agreement, Seller shall have the benefit
of income and the burden of expenses for the day preceding the Closing Date and the Purchaser shall have the benefit of income
and the burden of expenses for the Closing Date and thereafter. Items (1)-(5) below will be prorated at Closing utilizing the
information known at that time. A post-closing "true-up" shall take place within ninety (90) days of the Closing Date
to adjust the prorations of said items (1), (3), (4) and (5), if necessary, and within a reasonable time to adjust the proration
of said item (2), if necessary. Such prorated items shall include, without limitation, the following:


(1)              
rents, if any, based on the amount collected for the current month; provided, however, that if the amount of rent collected
for the current month is actually less than the monthly rents generated by operations at the Property averaged over the immediately
preceding twelve (12) calendar months (the "T-12 Average Monthly Rent"), then the rent amount used in prorating
rents for the month of the Closing shall be the T-12 Average Monthly Rent and not actual rents collected. For purposes of example
only: If (A) the quotient derived by dividing (i) the sum of all monthly rental collections for the immediately preceding twelve
(12) calendar months, by (ii) twelve (12) (said quotient being the T-12 Average Monthly Rent), exceeds (B) the amount of rent
actually collected for the month in which the Closing occurs, then the parties shall use the T-12 Average Monthly Rent as the
rent amount prorated for the month of the Closing. The term "rents" as used in this Agreement includes all payments
due and payable by, or received from, tenants under the Leases other than refundable deposits, application fees, reimbursement
payments, late charges, pet and cleaning charges and termination payments (which refundable deposits shall be treated as set forth
in Section 4.4(b)(1), but such other amounts shall be retained by Seller); 


(2)              
ad valorem taxes and assessments levied against the Property (including personal property taxes on the Tangible Personal
Property), which shall be prorated as set forth in Section 4.4(b)(2) hereof;


(3)              
payments or amounts due under the Designated Service Contracts. To the extent any rebate, concession or commission payable
to Seller under any Designated Service Contract has accrued before Closing but has not been paid to Seller, Seller shall receive
a credit for such accrued amounts at Closing; Seller shall retain any lump sum payments, signing bonus or similar payments received
by Seller before Closing;




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(4)              
any concessions given to any tenants under the Leases that Seller agreed were to be provided or delivered to the tenants
following the Closing Date, including, but not limited to, the amount of any rebates, rental concessions, gift cards, non-monetary
concessions (e.g., televisions bicycles, iPads, etc.), free rent periods, credits or setoffs given to any of the tenants under
the Leases (collectively, the “Concessions”), shall be settled at Closing by Seller giving Purchaser a credit
against the Purchase Price equal to the actual cost to the landlord of such Concessions.


(5)              
gas, electricity, water and other utility charges for which Seller is liable, if any, such charges to be apportioned at
Closing on the basis of the most recent meter reading occurring prior to Closing or the most recent utility bill received by Seller,
as applicable, including, without limitation, water charges not yet due and payable to such utility provider at Closing, but which
amounts are customarily billed directly to Seller and reimbursed by tenants; and


(6)              
any other operating expenses or other items pertaining to the Property which are customarily prorated between a purchaser
and a seller in comparable commercial transactions in the area in which the Property is located.


(b)              
Notwithstanding anything contained in the foregoing provisions:


(1)              
At Closing, (A) Seller shall credit to Purchaser the amount of such unforfeited resident deposits as shown on the Rent
Roll, and (B) Purchaser shall credit to the account of Seller all refundable cash or other deposits posted with utility companies
serving the Property, or, at either party's option, Purchaser shall contract directly with the utility companies and Seller shall
be entitled to receive and retain such refundable cash and deposits; provided that Purchaser and Seller will cooperate so that
utility service to the Property is not interrupted. For the purposes of this Section 4.4(b)(1) the term "unforfeited
resident deposits" means any refundable resident deposits which are held by Seller and which Seller has not applied, and
is not entitled to apply, against delinquent rents, property damage or otherwise in accordance with the applicable Lease. From
and after the Effective Date, Seller will not apply any tenant deposits unless such tenant has already vacated the Property. 




    20 


     


    

 


(2)              
Any ad valorem taxes for the current year paid at or prior to Closing shall be prorated based upon the amounts actually
paid for the current tax year. If all taxes and assessments for the current tax year are not due prior to the Closing Date, then
Seller shall be charged at Closing an amount equal to that portion of such taxes and assessments which relates to the period before
Closing and Purchaser shall pay the taxes and assessments prior to their becoming delinquent. Any such apportionment made with
respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the tax
rate and/or assessed valuation last fixed. To the extent that the actual taxes and assessments for the current tax year differ
from the amount apportioned at Closing, the parties shall make all necessary adjustments by appropriate payments between themselves
following Closing promptly following the availability of the final tax bills. For avoidance of doubt, any refunds generated from
appeal of ad valorem taxes for year(s) prior to the current year shall remain the property of Seller and paid to Seller by Purchaser,
if and to the extent received by Purchaser.


(3)              
Gas, electricity, water and other utility charges referred to in Section 4.4(a)(4) above which are payable by any
tenant directly to a third party shall not be apportioned hereunder, and Purchaser shall accept title subject to any of such charges
which are unpaid and Purchaser shall look solely to the responsible tenant for the payment of the same. 


(4)              
If Seller shall have paid any gas, electricity, water or other utility charges referred to in Section 4.4(a)(4)
above directly to a third party which are reimbursable by tenants, but shall not have been reimbursed therefor by the time of
Closing, then Purchaser shall credit to Seller an amount equal to all such charges so paid by Seller. 


(5)              
As to gas, electricity and other utility charges referred to in Section 4.4(a)(4) above, Seller may on notice to
Purchaser elect to pay one or more of all of such items accrued to the Closing Date directly to the person or entity entitled
thereto, and to the extent Seller so elects and the utility company agrees to look solely to Seller for payment of any such item
accrued prior to the Closing Date, such item shall not be apportioned hereunder, and Seller's obligation to pay such item with
respect to the period prior to Closing directly in such case shall survive the Closing. 


(6)              
Seller shall pay in full all leasing commissions and locators' and finders' fees, if any, due to leasing or other agents
(pursuant to a contractual arrangement with Seller) for each Lease and Lease renewal entered into by Seller prior to the Closing
Date promptly when due. 


(7)              
The Tangible Personal Property is included in this sale, without further charge. 




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(8)              
Unpaid and delinquent rent collected by Seller and Purchaser after the date of Closing shall be delivered as follows: (a)
if Seller collects any unpaid or delinquent rent for the Property, Seller shall, within fifteen (15) days after the receipt thereof,
deliver to Purchaser any such rent which Purchaser is entitled to hereunder relating to the date of Closing and any period thereafter,
and (b) if Purchaser collects any unpaid or delinquent rent from the Property, Purchaser shall, within fifteen (15) days after
the receipt thereof, deliver to Seller any such rent which Seller is entitled to hereunder relating to the period prior to the
date of Closing. Seller and Purchaser agree that all rent received by Seller or Purchaser after the Closing shall be applied first
to current rentals and then to delinquent rentals, if any, in inverse order of maturity. Purchaser will make a good faith effort
after Closing to collect all rents in the usual course of Purchaser's operation of the Property, but Purchaser will not be obligated
to institute any lawsuit or other collection procedures to collect delinquent rents. Notwithstanding the foregoing, Seller shall
have the sole right to collect rents, if any, which are unpaid or delinquent as of Closing, from tenants who are no longer in
occupancy as of the Closing (and Purchaser shall promptly deliver any such rents to Seller if received by Purchaser after Closing).


(9)              
Seller shall not grant rent concessions (whether monetary or non-monetary) to any tenant without the prior written consent
of Purchaser.


(10)          
The provisions of Sections 4.4(a) and (b) shall survive Closing. 


		4.5	Closing
                                         Costs. Seller shall pay (a) the fees of any counsel representing it in
                                         connection with this transaction, (b) the base premium for the Title Policy in the amount
                                         of the Purchase Price and the simultaneous issue charge for any lender's policy, (c)
                                         the costs of curing all title objections for which Seller is responsible under this Agreement,
                                         (d) the costs of recording all mortgage cancellations; and (e) one-half of any escrow
                                         fees charged by the Escrow Agent. Purchaser shall pay (A) the fees of any counsel representing
                                         Purchaser in connection with this transaction, (B) the fees for recording the Deed, (C)
                                         the premiums for any title insurance endorsements requested by Purchaser or its lender
                                         or title insurance coverage in excess of the Purchase Price, (D) the cost of Purchaser's
                                         inspections of the Property, (E) the cost to update the Survey as provided in Section
                                         2.2 hereof and the cost of any revisions to the Survey necessary to comply with the requirements
                                         of Purchaser's lender, (F) all applicable transfer taxes, documentary stamp taxes and
                                         similar charges relating to transfer of the Property, and (G) one-half of any escrow
                                         fees charged by the Escrow Agent. All other costs and expenses incident to this transaction
                                         and the closing thereof shall be paid by the party incurring same. 



		4.6	Conditions
                                         Precedent to Obligation of Purchaser. The obligation of Purchaser to consummate
                                         the transaction hereunder shall be subject to the fulfillment on or before the date of
                                         Closing (or such earlier time as otherwise required hereby) of all of the following conditions,
                                         any or all of which may be waived by Purchaser in its sole discretion: 





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(a)               
Seller shall have delivered to Escrow Agent all of the items required to be delivered by Seller pursuant to the terms of
Section 4.2 of this Agreement.


(b)              
All of the representations and warranties of Seller contained in this Agreement shall be true and correct in all material
respects as of the date of Closing (with appropriate modifications permitted under this Agreement or not adverse to Purchaser).


(c)               
Seller shall have performed and observed, in all material respects, all covenants and agreements of this Agreement to be
performed and observed by Seller as of the date of Closing.


(d)              
The Title Company is ready, willing and able to issue the Title Policy.


In
the event any of the foregoing conditions has not been satisfied by the Closing Date, Purchaser shall have the right to terminate
this Agreement by written notice given to Seller on the Closing Date, whereupon Escrow Agent shall promptly refund the Earnest
Money to Purchaser and the parties shall have no further rights, duties or obligations hereunder, other than those which are expressly
provided herein to survive the termination of this Agreement; provided, however, that if any of the foregoing conditions has not
been satisfied due to a default by Purchaser or Seller hereunder, then Purchaser's and Seller's respective rights, remedies and
obligations shall instead be determined in accordance with Article 6.


		4.7	Conditions
                                         Precedent to Obligation of Seller. The obligation of Seller to consummate
                                         the transaction hereunder shall be subject to the fulfillment on or before the date of
                                         Closing of all of the following conditions, any or all of which may be waived by Seller
                                         in its sole discretion: 



(a)               
Seller shall have received the Purchase Price as adjusted pursuant to and payable in the manner provided for in this Agreement.


(b)              
Purchaser shall have delivered to Escrow Agent all of the items required to be delivered by Purchaser pursuant to the terms
of Section 4.3 of this Agreement.


(c)               
All of the representations and warranties of Purchaser contained in this Agreement shall be true and correct in all material
respects as of the date of Closing (with appropriate modifications permitted under this Agreement).


(d)              
Purchaser shall have performed and observed, in all material respects, all covenants and agreements of this Agreement to
be performed and observed by Purchaser as of the date of Closing.




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(e)               
As of the Closing Date, (i) Seller shall not be in default beyond any applicable notice and/or cure period under any Lease
and/or any material agreement that would be binding on Purchaser or the Property following Closing, and (ii) there shall not be
any threatened (in writing) or pending material litigation against Seller and/or the Property. For purposes of this subsection
(e), the term "material" shall refer to a default under a Lease or material agreement or litigation claim the underlying
basis for which (i) exists on the Closing Date, and (ii) in the aggregate when finally adjudicated against Seller, would result
in liability for the alleged default, breach or claim in excess of One Hundred Thousand Dollars ($100,000), excluding any attorneys'
fees awards, consequential or punitive damages.


In
the event any of the foregoing conditions has not been satisfied by the Closing Date, Seller shall have the right to terminate
this Agreement by written notice given to Purchaser on the Closing Date, whereupon Escrow Agent shall promptly refund the Earnest
Money to Purchaser and the parties shall have no further rights, duties or obligations hereunder, other than those which are expressly
provided herein to survive a termination of this Agreement; provided, however, if any of the foregoing conditions has not been
satisfied due to a default by Purchaser or Seller hereunder, then Purchaser's and Seller's respective rights, remedies and obligations
shall instead be determined in accordance with Article 6.



		4.8	Seller's
                                         Tax Deferred Exchange. Seller may convey the Property as part of a tax
                                         deferred exchange for the benefit of Seller pursuant to Section 1031 of the Internal
                                         Revenue Code. With respect thereto, Seller may assign all of Seller's contract rights
                                         and obligations hereunder to an exchange accommodation titleholder or a qualified intermediary,
                                         as part of, and in furtherance of, such tax deferred exchange. Purchaser agrees to assist
                                         and cooperate in such exchange for the benefit of Seller at no cost, expense or liability
                                         to Purchaser and without reduction or alteration of the rights of Purchaser under this
                                         Agreement and with respect to Seller; and Purchaser further agrees to execute any and
                                         all documents (subject to the reasonable approval of Purchaser's legal counsel) as are
                                         reasonably necessary in connection with such exchange at Seller's sole expense provided
                                         that Purchaser shall not be required to undertake any material liability or obligation
                                         in so doing and provided that such exchange does not extend the Closing Date. As part
                                         of such exchange, Seller shall convey the Property directly to Purchaser and Purchaser
                                         shall not be obligated to acquire or convey any other property as part of such exchange.
                                         Seller shall indemnify, hold harmless and defend Purchaser from and against any and all
                                         claims, demands, causes of action, liabilities, losses, costs, damages and expenses (including
                                         reasonable attorneys' fees and expenses and court costs incurred in defending any such
                                         claim or in enforcing this indemnity) that may be incurred by Purchaser and arising out
                                         of Purchaser's participation in such exchange for the benefit of Seller, which obligation
                                         shall survive the Closing. Notwithstanding the foregoing, should Seller fail to effect
                                         a tax deferred exchange as contemplated in this Section 4.8 for any reason, then the
                                         sale by Seller of the Property shall be consummated in accordance with terms and conditions
                                         of this Agreement just as though the provisions of this Section 4.8 had been omitted
                                         from this Agreement, except that Purchaser shall be reimbursed and indemnified from resulting
                                         costs and expenses as provided in this Section 4.8. Nothing contained in this Section
                                         4.8 shall release Seller of any of its obligations or liabilities under this Agreement,
                                         whether accruing before, at or after Closing, nor shall anything contained in this Section
                                         4.8 impose any liability or obligation on Purchaser with respect to the tax consequences
                                         of this transaction to Seller. 





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		4.9	Purchaser's
                                         Tax Deferred Exchange. Purchaser may acquire the Property as part of a
                                         tax deferred exchange for the benefit of Purchaser pursuant to Section 1031 of the Internal
                                         Revenue Code. With respect thereto, Purchaser may assign all of Purchaser's contract
                                         rights and obligations hereunder to an exchange accommodation titleholder or a qualified
                                         intermediary, as part of, and in furtherance of, such tax deferred exchange. Seller agrees
                                         to assist and cooperate in such exchange for the benefit of Purchaser at no cost, expense
                                         or liability to Seller and without reduction or alteration of the rights of Seller under
                                         this Agreement and with respect to Purchaser; and Seller further agrees to execute any
                                         and all documents (subject to the reasonable approval of Seller's legal counsel) as are
                                         reasonably necessary in connection with such exchange at Purchaser's sole expense provided
                                         that Seller shall not be required to undertake any material liability or obligation in
                                         so doing and provided that such exchange does not extend the Closing Date. As part of
                                         such exchange, Seller shall convey the Property directly to Purchaser and Seller shall
                                         not be obligated to acquire or convey any other property as part of such exchange. Purchaser
                                         shall indemnify, hold harmless and defend Seller from and against any and all claims,
                                         demands, causes of action, liabilities, losses, costs, damages and expenses (including
                                         reasonable attorneys' fees and expenses and court costs incurred in defending any such
                                         claim or in enforcing this indemnity) that may be incurred by Seller and arising out
                                         of Seller's participation in such exchange for the benefit of Purchaser. Notwithstanding
                                         the foregoing, should Purchaser fail to effect a tax deferred exchange as contemplated
                                         in this Section 4.9 for any reason, then the purchase by Purchaser of the Property shall
                                         be consummated in accordance with terms and conditions of this Agreement just as though
                                         the provisions of this Section 4.9 had been omitted from this Agreement, except that
                                         Seller shall be reimbursed and indemnified from resulting costs and expenses as provided
                                         in this Section 4.9. Nothing contained in this Section 4.9 shall release Purchaser of
                                         any of its obligations or liabilities under this Agreement, whether arising before, at
                                         or after Closing, nor shall anything contained in this Section 4.9 impose any liability
                                         or obligation on Seller with respect to the tax consequences of this transaction to Purchaser.
                                         



 


Article
5 


REPRESENTATIONS,
WARRANTIES AND COVENANTS


		5.1	Representations
                                         and Warranties of Seller. The Seller makes the following representations
                                         and warranties to Purchaser as of the Effective Date. Such representations and warranties
                                         are subject to (i) those matters, if any, disclosed in Seller's disclosure statement
                                         attached hereto as Schedule 5.1 and made a part hereof by this reference ("Seller's
                                         Disclosure Statement") and (ii) the Permitted Exceptions. 









(a)               
Organization and Authority. The Seller has been duly organized and is validly existing and in good standing
under the laws of the State of Delaware and is duly qualified to transact business in the State where the Property is located.
Seller has the full right and authority to enter into this Agreement and to transfer the Property pursuant hereto and to consummate
or cause to be consummated the transactions contemplated herein. The person signing this Agreement on behalf of Seller is authorized
to do so. Neither the execution and delivery of this Agreement nor any other



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 documents executed and delivered, or to be executed
and delivered, by Seller in connection with the transactions described herein, will violate any provision of Seller's organizational
documents or of any agreements, regulations, or laws to or by which Seller is bound. This Agreement has been, and each document
to be executed and delivered by Seller at Closing shall have been as of Closing, duly authorized, executed and delivered by Seller,
is a valid and binding obligation of Seller and is enforceable against Seller in accordance with its terms subject to (i) applicable
bankruptcy, insolvency, reorganization, moratorium, and other laws affecting the rights of creditors generally; and (ii) the exercise
of judicial discretion in accordance with general principles of equity.


(b)              
Consents. Seller has obtained all consents and permissions (if any) related to the transactions herein
contemplated and required under any covenant, agreement, encumbrance, law or regulation by which Seller or the Property is bound.


(c)               
Pending Actions. Except as set forth on Schedule 5.1, Seller has not received written notice of any action,
suit, arbitration, administrative or judicial proceeding, or unsatisfied order or judgment against Seller which pertains directly
to the Property or the transaction contemplated by this Agreement, which in either case, if adversely determined, would have a
material adverse effect on the use, operation, or the value of the Property.


(d)              
Leases and Rent Roll. Seller is the lessor or landlord under the Leases. The Rent Roll attached as Schedule
1.1(e) is, and each rent roll hereafter delivered by Seller to Purchaser shall be the rent roll maintained by Seller and relied
on by Seller for internal administration and accounting purposes, which to Seller's knowledge is accurate in all material respects.
Notwithstanding anything to the contrary contained in this Agreement, Seller does not represent or warrant that any particular
Lease will be in force or effect at Closing or that the tenants under the Leases will have performed their obligations thereunder.
The termination of any Lease prior to Closing by reason of the tenant's default or for any other reason not constituting a default
by Seller under this Agreement shall not affect the obligations of Purchaser under this Agreement in any manner or entitle Purchaser
to an abatement of or credit against the Purchase Price or give rise to any other claim on the part of Purchaser. This representation
shall be applicable to any updated rent roll delivered by Seller to Purchaser as of the date thereon. Except as required to be
paid by Seller prior to Closing, there are no leasing or other commissions due, nor will any become due, in connection with any
Lease, and no understanding or agreement with any party exists as to payment of any leasing commissions or fees regarding future
leases or as to the procuring of tenants.




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(e)               
Condemnation. Seller has not received written notice of any pending condemnation proceedings relating
to the Property.


(f)               
Insurance. Seller has not received prior to the Effective Date any written notice from Seller's current
insurance carrier of any defects or inadequacies in or on the Property or any part or component thereof that would materially
and adversely affect the insurability of the Property or cause any material increase in the premiums for insurance for the Property,
that have not been cured or repaired.


(g)              
Environmental Matters. (i) Seller has received no written notice from any governmental authority asserting
any violation of Environmental Laws (as defined herein) related to the Property which has not been cured or corrected as of the
Effective Date, (ii) other than as disclosed within the environmental reports previously delivered to Purchaser, Seller has not
manufactured, introduced, released or discharged from or onto the Property any Hazardous Materials or any toxic wastes, substances
or materials (including, without limitation, asbestos) in violation of any environmental laws, and Seller has not used the Property
for the generation, treatment, storage, handling or disposal of any Hazardous Materials in violation of any environmental laws,
and (iii) other than the environmental reports previously delivered to Purchaser, Seller has not commissioned any study relating
to the presence or absence of Hazardous Materials (as defined herein) on the Property. The term "Environmental Laws"
includes without limitation the Resource Conservation and Recovery Act and the Comprehensive Environmental Response, Compensation,
and Liability Act and other federal laws governing the environment as in effect on the date of this Agreement together with their
implementing regulations as of the date of this Agreement applicable to the Property, and all applicable state, regional, county,
municipal and other local laws, regulations and ordinances that are equivalent or similar to the federal laws recited above or
that purport to regulate hazardous or toxic substances and materials. The term "Hazardous Materials" includes
petroleum (including crude oil or any fraction thereof), mold and any substance, material, waste, pollutant or contaminant listed
or defined as hazardous or toxic under any Environmental Laws, in any case at levels or concentrations requiring monitoring, reporting,
remediation or removal in accordance with Environmental Laws.




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(h)              
Service Contracts. There are no material service, supply, equipment rental or similar agreements (each
a "Service Contract" and collectively "Service Contracts") to which Seller is a party affecting
the Property other than those set forth in Schedule 5.7(b) and to the extent the same are in Seller's possession, those Service
Contracts which have been delivered by Seller to Purchaser are true, correct and complete in all material respects and include
any material amendments or modifications thereto. To Seller's knowledge, Seller is not in default with respect to its obligations
or liabilities under any of the Service Contracts where the failure to cure such default would have a Material Adverse Effect.
"Material Adverse Effect" means, with respect to any fact or circumstance, that such fact or circumstance would
individually or in the aggregate have a material adverse effect on title to the Property or any portion thereof, on Seller's ability
to consummate the transaction contemplated herein, or on the value or operation of the Property.


(i)                
Employees. Seller has no employees which Purchaser shall be obligated to employ following the Closing.


(j)                
Operating Statements. The operating statements for the Property delivered to Purchaser are the operating
statements maintained by Seller and relied on by Seller for internal administration and accounting purposes; provided, however,
that Seller does not and will not represent or warrant that Purchaser will be able to, or should be able to, operate the Property
according to and with similar results as shown in such operating statements.


(k)              
Compliance with Law. Seller has not received written notice from any governmental authority that the
Property is not in material compliance with applicable laws, ordinances and regulations.


(l)                
Soil Conditions. To the knowledge of Seller,
there are no soil conditions existing on or about the Land which could cause instability, susceptibility to landslides or the
need for undershoring or affect the stability and/or integrity of the Land or Improvements.


		5.2	Knowledge
                                         Defined. References to the "knowledge" of Seller shall refer
                                         only to the actual knowledge, without investigation or inquiry, on the Effective Date
                                         of the Designated Representatives (as hereinafter defined) of Seller, and shall not be
                                         construed, by imputation or otherwise, to refer to the knowledge of any property manager
                                         or broker, or to any other officer, agent, manager, representative or employee of Seller
                                         or any affiliate of Seller, or to impose upon such Designated Representatives any duty
                                         to investigate the matter to which such actual knowledge, or the absence thereof, pertains.
                                         As used herein, the term "Designated Representatives" shall refer to
                                         the following persons: (i) Thomas H. Flournoy and (ii) Flournoy Properties' regional
                                         property manager. In no event shall Purchaser have any personal claim against the above-named
                                         individuals as a result of the reference thereto in this Section 5.2 and Purchaser waives
                                         and releases all such claims which Purchaser now has or may later acquire against them
                                         in connection with the transactions contemplated in this Agreement. 





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		5.3	Survival
                                         of Seller's Representations and Warranties. The representations and warranties
                                         of Seller set forth in Section 5.1, as updated by Seller's Closing Certificate, shall
                                         survive Closing for a period of nine (9) months after Closing. Except with respect to
                                         fraudulent misrepresentation for which the Agreement is terminated under Section 6.2,
                                         in which event Section 6.2 shall apply, no claim for a breach of any representation or
                                         warranty of Seller shall be actionable or payable (a) if the breach in question results
                                         from or is based on a condition, state of facts or other matter which was known to Purchaser
                                         prior to Closing, (b) unless the valid claims for all such breaches collectively aggregate
                                         Ten Thousand and No/100 Dollars ($10,000.00) or more, in which event the full amount
                                         of such valid claims shall be actionable, up to but not exceeding the amount of the Cap
                                         (as defined below), and (c) unless written notice containing a description of the specific
                                         nature of such breach shall have been given by Purchaser to Seller prior to the expiration
                                         of said nine (9) month period and an action shall have been commenced by Purchaser against
                                         Seller within eleven (11) months after Closing. In the event of any breach by Seller
                                         of its representations and warranties contained herein which Purchaser first discovers
                                         after Closing and provides timely notice as aforesaid, Seller shall indemnify and hold
                                         Purchaser harmless from and against any and all loss, damage, cost or expense resulting
                                         therefrom up to but not exceeding the Cap. Seller shall not be liable to Purchaser to
                                         the extent Purchaser's claim is or can be satisfied from any insurance policy, Service
                                         Contract or Lease and Purchaser agrees to first seek reimbursement of any claims from
                                         said insurance policy, Service Contract or Lease prior to seeking indemnification from
                                         the Seller. As used herein, the term "Cap" shall mean the total aggregate
                                         amount equal to Three Hundred Fifty Thousand and No/100 Dollars ($350,000.000). In no
                                         event shall Seller's aggregate liability to Purchaser for any and all breaches of any
                                         representation or warranty of Seller in this Agreement or Seller's Closing Certificate
                                         exceed the amount of the Cap, and Purchaser hereby waives and disclaims any right to
                                         damages or compensation for any and all such breaches in excess of the Cap.



		5.4	Covenants
                                         of Seller.Seller hereby covenants with Purchaser, from the Effective Date
                                         until the Closing or earlier termination of this Agreement, as follows:



(a)               
Operation of Property. Seller shall operate and maintain the Property in a manner generally consistent
with the manner in which Seller has operated and maintained the Property prior to the date hereof.




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(b)              
Execution of New Leases and Renewals. Seller shall use reasonable
efforts to negotiate new leases for unrented apartment units in the Improvements and/or Lease renewals for rented apartment units
in the Improvements and shall maintain an advertising and marketing program for apartment units in the Improvements consistent
with Seller's past practices at the Property. Except for amendments or leases entered into pursuant to renewal notices mailed
prior to the execution of this Agreement, unless Purchaser agrees otherwise in writing, any new leases or renewals of existing
leases for such apartment units entered into by Seller after the Effective Date until the Closing or earlier termination of this
Agreement shall be on Seller's standard apartment lease form for the Property, and shall be for terms of no less than six (6)
months and no more than fifteen (15) months. In all cases, Seller shall retain the discretion to set rent rates, concessions and
other terms of occupancy, provided that Seller shall only enter into new leases or renewals in the ordinary course of business
taking into account Seller's then-current good faith evaluation of market conditions. Each such new lease or renewal entered into
by Seller shall constitute a "Lease" for purposes of this Agreement.


(c)               
Maintenance of Insurance. Seller shall keep the Improvements insured against loss or damage (including
rental loss) by fire and all risks covered by the Seller's insurance that is currently in force, provided that Seller may make
adjustments in Seller's insurance coverage for the Property which are consistent with Seller's general insurance program for Seller's
other apartment properties as in effect from time to time.


(d)              
Enforcement of Existing Leases. Seller shall perform the landlord's material obligations to the tenants
under the Leases and enforce the material obligations of the tenants under the Leases, in each case in accordance with the current
management standards of Seller for its apartment properties.


(e)               
Preparation of Vacant Units for Lease. Seller shall place apartment units that are now vacant or that
become vacant into rent-ready condition on or before the Closing Date in accordance with Seller's current management standards
for its apartment properties as though no sale of the Property were contemplated or, at Seller's option, provide Purchaser a credit
at Closing equal to Seven Hundred Fifty and no/100 Dollars ($750.00) per unit for the apartment units that are not in rent-ready
condition on the Closing Date; provided, however, that with respect to apartment units vacated during the five (5) day period
ending on the Closing Date, Seller shall have no obligation either to put such units into rent-ready condition or to give Purchaser
a credit for the cost of doing so.




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(f)               
Removal and Replacement of Tangible Personal Property. Seller shall not remove any Tangible Personal
Property except as may be required for necessary repair or replacement (which repair and replacement shall be of equal quality
and quantity as existed as of the time of the removal), or otherwise in accordance with current inventory and management standards
of Seller for its apartment properties, provided that any appliances, leasing office furniture, pool furniture, fitness center
equipment, or other similar items of equipment so removed by Seller are promptly replaced by Seller, at its cost, with items of
comparable value and utility.


(g)              
Execution of New Contracts. Seller shall not, without Purchaser's prior written consent in each instance
(which consent may be withheld in Purchaser's sole discretion), materially amend or terminate any of the Designated Service Contracts,
or enter into any contract or agreement that will be an obligation affecting the Property or binding on Purchaser after the Closing,
except that (i) Seller may enter into, amend or enforce (including enforcement by termination) Service Contracts in the ordinary
course of business as reasonably necessary for the continued operation and maintenance of the Property, provided any new Service
Contracts are terminable without cause or penalty on thirty (30) days' notice, and (ii) Seller may conduct leasing activity as
provided in Section 5.4(b) hereof.


(h)              
Maintenance of Permits. Seller shall make commercially reasonable efforts to maintain in existence all
licenses, permits and approvals that are now in existence with respect to, and are required for, the ownership, operation or improvement
of the Property, and are of a continuing nature.


(i)                
Management Contracts. As of Closing the property management contract pertaining to the Property shall
have been terminated.


		5.5	Representations
                                         and Warranties of Purchaser. Purchaser hereby makes the following representations
                                         and warranties to Seller as of the Effective Date: 





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(a)               
Organization and Authority. Purchaser has been duly organized and is validly existing as a corporation
under the laws of the State of Illinois. Purchaser has the full right and authority to enter into this Agreement and to purchase
the Property pursuant hereto and to consummate or cause to be consummated the transactions contemplated herein. The person signing
this Agreement on behalf of Purchaser is authorized to do so. Neither the execution and delivery of this Agreement nor any other
documents executed and delivered, or to be executed and delivered, by Purchaser in connection with the transactions described
herein, will violate any provision of Purchaser's organizational documents or of any agreements, regulations, or laws to or by
which Purchaser is bound. This Agreement has been duly authorized, executed and delivered by Purchaser, is a valid and binding
obligation of Purchaser and is enforceable against Purchaser in accordance with its terms subject to (i) applicable bankruptcy,
insolvency, reorganization, moratorium, and other laws affecting the rights of creditors generally; and (ii) the exercise of judicial
discretion in accordance with general principles of equity.


(b)              
Consents. Purchaser has obtained all consents and permissions (if any) related to the transactions herein
contemplated and required under any covenant, agreement, encumbrance, law or regulation by which Purchaser is bound.


(c)               
Pending Actions. To Purchaser's knowledge, there is no action, suit, arbitration, administrative or judicial
administrative proceeding, or unsatisfied order or judgment pending or threatened against Purchaser or the transaction contemplated
by this Agreement, which, if adversely determined, could individually or in the aggregate have a material adverse effect on Purchaser's
ability to consummate the transaction contemplated herein.


(d)              
ERISA. Purchaser is not (i) an "employee benefit plan" within the meaning of Section 3(3) of
the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), (ii) a "governmental plan"
under Section 3(32) of ERISA, (iii) any plan described in Section 4975 of the Internal Revenue Code, or (iv) an entity whose underlying
assets include "plan assets" by reason of the application of the ERISA "plan assets" regulation (29 C.F.R.
2510.3-101).


(e)               
Patriot Act and Related Matters. Purchaser hereby represents, warrants, covenants and agrees, as of the
date hereof and as of the Closing Date, as follows:




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(A)                       
Purchaser is familiar with the source of funds for the purchase price of the Property and represents that all such funds
are and will be derived from legitimate business activities within the United States of America and/or from loans from a banking
or financial institution chartered or organized within the United States of America. To the extent Seller is required to obtain
such information in order to comply with applicable law, regulation or official government request, and to the extent providing
such information does not violate applicable law, regulation or official government request, Purchaser agrees to provide to Seller
such documents, certifications or other evidence as may be reasonably requested from time to time by Seller, confirming the source
of funds for the Purchase Price (and that such funds derived from legitimate business activities).


(B)                       
Purchaser has been in compliance in all material respects for the last five years and will continue to be in compliance
in all material respects through the Closing Date with (a) the PATRIOT Act, Pub. L. No. 107-56, the Bank Secrecy Act, 31 U.S.C.
§ 5311 et seq., the Money Laundering Control Act of 1986, and laws relating to the prevention and detection of money laundering
in 18 U.S.C. §§ 1956 and 1957; (b) the Export Administration Act (50 U.S.C. §§ 2401-2420), the International
Emergency Economic Powers Act (50 U.S.C. § 1701, et seq.), the Arms Export Control Act (22 U.S.C. §§ 2778-2994),
the Trading With The Enemy Act (50 U.S.C. app. §§ 1-44), and 13 U.S.C. Chapter 9; (c) the Foreign Asset Control Regulations
contained in 31 C.F.R., Subtitle B, Chapter V; and (d) any other civil or criminal federal or state laws, regulations, or orders
of similar import. 


(C)                       
None of the Purchaser Parties (as defined below) is now or shall be at any time until the Closing Date be a person who
has been listed on (a) the Specially Designated Nationals and Blocked Persons List contained in Appendix A to 31 C.F.R., Subtitle
B, Part V; (b) the Denied Persons List, the Entity List, and the Unverified Parties List maintained by the United States Department
of Commerce; (c) the List of Terrorists and List of Debarred Parties maintained by the United States Department of State; and
(d) any other similar list maintained by any federal or state agency or pursuant to any Executive Order of the President of the
United States of America. "Purchaser Parties" means, collectively, (A) Purchaser, (B) its executive officers,
directors, managers, agents and employees, (C) its shareholders, members, partners, and other investors, or any other person that
owns or controls Purchaser, and (D) any entity on whose behalf Purchaser acts. 


		5.6	Survival
                                         of Purchaser's Representations and Warranties. The representations and
                                         warranties of Purchaser set forth in Section 5.5 shall survive Closing for a period of
                                         six (6) months after Closing provided, however, that Purchaser's representations in Section
                                         5.5(f) shall survive for the applicable statute of limitations. 





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		5.7	Covenants
                                         of Purchaser. 



(a)               
EXCEPT FOR CLAIMS BASED ON FRAUD AND/OR A BREACH BY SELLER OF THE REPRESENTATIONS AND
WARRANTIES CONTAINED IN SECTION 5.1(g), PURCHASER IRREVOCABLY WAIVES ANY CLAIM AGAINST SELLER ARISING FROM THE PRESENCE
OF HAZARDOUS MATERIALS OR MOLD OR ANY MOLD CONDITION ON THE PROPERTY OR THE BREACH OF ENVIRONMENTAL LAWS WITH RESPECT TO THE PROPERTY.
"Mold" means mold, mildew, fungus or other
potentially dangerous organisms. "Mold Condition" means the presence or suspected
presence of Mold or any condition(s) that reasonably can be expected to give rise to or indicate the presence of Mold, including
observed or suspected instances of water damage or intrusion, the presence of wet or damp wood, cellulose wallboard, floor coverings
or other materials, inappropriate climate control, discoloration of walls, ceilings or floors, complaints of respiratory ailment
or eye irritation by residents, employees or any other occupants or invitees in the Property, or any notice form a governmental
agency of complaints regarding the indoor air quality at the Property.


(b)              
"Designated Service Contracts" means (i)
those certain Service Contracts which are assignable in accordance with their terms which Purchaser identifies by written notice
delivered to Seller on or before the Inspection Date as the Service Contracts Purchaser elects Seller to assign to Purchaser at
Closing, (ii) those assignable Service Contracts regarding which Purchaser has failed to deliver such written notice on or before
the Inspection Date, and (iii) those Service Contracts (the “Must Take Service Contracts”)
attached hereto as Schedule 5.7(b) which are assignable in accordance with their terms and which may not be terminated without
cause or penalty, with thirty (30) days (or less) written notice. Purchaser hereby covenants with Seller that on or before the
Inspection Date, Purchaser shall deliver written notice to Seller instructing which of the assignable Service Contracts Purchaser
desires for Seller to assign to Purchaser and which it does not. If Purchaser fails to timely deliver such notice, Purchaser shall
be deemed to have chosen to have all assignable Service Contracts assigned to Purchaser, and all such Service Contracts shall
be deemed part of the “Designated Service Contracts.” If Purchaser charges
any vendor approval fees that would otherwise be payable by a service provider in connection with the assignment of any Service
Contracts, Purchaser agrees to waive and release such fees. At Closing, Seller will cause the Service Contracts which Purchaser
has elected not to have assigned to Purchaser (other than the Must Take Service Contracts), by operation of the aforesaid notice
on or before the Inspection Date, to be terminated at Seller’s expense, such termination to be effective within the time
period provided for in the applicable Service Contract (or if no such time period is provided, as promptly as practicable after
the Closing Date). The provisions of this Section 5.7(b) shall survive Closing.




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		5.8	Special
                                         Provisions Concerning Condominium Conversion.



(a)               
If Purchaser or any affiliate of Purchaser shall elect to conduct a program of sales of condominium units within the Property,
or otherwise to convert all or any part of a Property to the condominium form of ownership at any time during the ten (10) year
period following issuance of the Certificate of Occupancy for the Property (i.e., April 2010), such party shall provide Seller
with copies of the proposed condominium documentation in advance of submission to any governmental agency with jurisdiction over
such sales program, or in advance of any recordation of any such documentation in the real property records. The proposed condominium
documentation shall reflect a "Developer" or "Declarant" (or similar party) other than Seller or any affiliate
of Seller and, except as may otherwise be required by law, shall contain no terms or provisions which would permit a proposed
unit purchaser to learn that Seller or any affiliate of Seller was involved in or connected with the Property or the proposed
condominium in any manner.


(b)              
Purchaser agrees that, at all times from and after Closing, it will indemnify, hold harmless and defend Seller and its
affiliates, and their respective officers, partners, members, directors, employees and agents (herein collectively called the
"Indemnified Parties") from and against any and
all liabilities, damages, losses, costs and expenses (including attorneys' fees and expenses), which any of the Indemnified Parties
may suffer, incur or be obligated to perform as a result of Purchaser's, or any of its affiliates', and only Purchaser or one
of its affiliates, converting the form of ownership of all or any part of the Property to a condominium form of ownership and/or
selling residential condominium units within the Property (hereinafter collectively called the "Condo Claims").
The foregoing indemnity with respect to the Condo Claims shall be in effect regardless of whether the Condo Claims result from
actions of condominium unit owners, condominium unit purchasers or condominium or property owners' association and regardless
of whether such Condo Claims relate to the construction of the Property or any other matter, nature or thing, whatsoever. In the
event Purchaser receives notice or otherwise becomes aware (while having an ownership interest in the Property) of a claim by
any unit owner, unit purchasers, or condominium or property owner's association and/or any other person or entity, whether such
claim relates to the construction of the Property or any other matter, nature or thing, whatsoever, Purchaser agrees to take any
and all actions which are reasonably necessary to prevent any claims from being brought against any of the Indemnified Parties.




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(c)               
Prior to Closing, Purchaser shall not undertake or commence any sales or marketing activities regarding the conversion
of all or any part of the Property to a condominium form of ownership or the marketing or sale of condominium units therein, including,
without limitation, the submittal or recordation of any documentation regarding the conversion of the Property to a condominium
form of ownership or the marketing or sale of condominium units therein. Additionally, and not by way of limitation, prior to
Closing, neither Purchaser nor any affiliate of Purchaser, nor any of their respective partners, members, officers, directors,
shareholders, agents or representatives, shall communicate any information about or concerning the future or potential conversion
of all or any part of the Property to a condominium form of ownership, or the sale or marketing of any condominium units therein,
to any existing or potential tenant or occupant of Seller or the Property. Notwithstanding the foregoing provisions or anything
contained in this Agreement to the contrary, Purchaser shall be permitted to inspect or review any or all records of any federal,
state or local governmental authority, and shall be permitted to make such inquiries of and obtain such documentation and information
related to the Property from any federal, state or local governmental authorities to be able to confirm the compliance and the
condition of the Property with respect to all governmental requirements and Purchaser's ability to convert the Property to condominium
use; provided, however, that this Section 5.8 does not permit the disclosure of any information concerning the potential
conversion of the Property to a condominium form of ownership to any tenant or occupant of the Property or potential purchasers
of condominium units prior to Closing.


(d)              
This Section 5.8 shall survive the termination, cancellation, rescission or consummation of this Agreement.


Article
6

DEFAULT


		6.1	Default
                                         by Purchaser. If the sale of the Property as contemplated hereunder is
                                         not consummated due to Purchaser's default hereunder, then Seller shall be entitled,
                                         as its sole and exclusive remedy for such default, to terminate this Agreement and receive
                                         the Earnest Money as liquidated damages for the breach of this Agreement and not as a
                                         penalty, it being agreed between the parties hereto that the actual damages to Seller
                                         in the event of such breach are impractical to ascertain and the amount of the Earnest
                                         Money is a reasonable estimate thereof, Seller hereby expressly waiving and relinquishing
                                         any and all other remedies at law or in equity. Seller's right to receive the Earnest
                                         Money is intended not as a penalty, but as full liquidated damages. The right to receive
                                         the Earnest Money as full liquidated damages is Seller's sole and exclusive remedy in
                                         the event of default hereunder by Purchaser, and Seller hereby waives and releases any
                                         right to (and hereby covenants that it shall not) sue Purchaser: (a) for specific performance
                                         of this Agreement, or (b) to recover any damages of any nature or description other than
                                         or in excess of the Earnest Money. Purchaser hereby waives and releases any right to
                                         (and hereby covenants that it shall not) sue Seller or seek or claim a refund of the
                                         Earnest Money (or any part thereof) on the grounds it is unreasonable in amount and exceeds
                                         Seller's actual damages or that its retention by Seller constitutes a penalty and not
                                         agreed upon and reasonable liquidated damages. This Section 6.1 is subject to Section
                                         6.4 hereof. 





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		6.2	Default
                                         by Seller. If the sale of the Property as contemplated hereunder is not
                                         consummated due to Seller's default hereunder, then Purchaser shall be entitled, as its
                                         sole remedy for such default, either (a) to receive the return of the Earnest Money,
                                         which return shall operate to terminate this Agreement and release Seller from any and
                                         all liability hereunder, and Seller shall reimburse Purchaser for its actual third party
                                         costs incurred in connection with this Agreement, not to exceed One Hundred Thousand
                                         and 00/100 Dollars ($100,000.00), (b) to seek specific performance of Seller's obligation
                                         to execute and deliver the documents required to convey said Property to Purchaser, it
                                         being understood and agreed that the remedy of specific performance shall not be available
                                         to enforce any other obligation of Seller hereunder, or (c) solely to the extent that
                                         specific performance is not available to Purchaser due to (x) Seller’s conveyance
                                         of all or a material portion of the Property by Seller to a party other than Purchaser,
                                         or (y) a material encumbrance of the Property intentionally made by Seller in breach
                                         of this Agreement, Purchaser shall have the right to bring an action against Seller to
                                         recover any and all actual damages (but excluding consequential and punitive damages)
                                         incurred by Purchaser arising as a result of Seller’s actions, but not to exceed
                                         Six Hundred Fifty Thousand and No/100s Dollars ($650,000.00). In no event shall Seller
                                         be liable for consequential, speculative, remote or punitive damages. Purchaser shall
                                         be deemed to have elected to terminate this Agreement and receive back the Earnest Money
                                         if Purchaser fails to file suit for specific performance against Seller in a court having
                                         jurisdiction in the county and state in which the Property is located, on or before ninety
                                         (90) days following the date upon which Closing was to have occurred. 



		6.3	Notice
                                         of Default; Opportunity to Cure. Neither Seller nor Purchaser shall be
                                         deemed to be in default hereunder until and unless such party has been given written
                                         notice of its failure to comply with the terms hereof and thereafter does not cure such
                                         failure within five (5) business days after receipt of such notice; provided, however,
                                         that this Section 6.3 shall not be applicable to Purchaser's failure to deliver the Earnest
                                         Money or any portion thereof on the date required hereunder or to a party's failure to
                                         make any deliveries required of such party on the Closing Date and, accordingly, shall
                                         not have the effect of extending the Closing Date or the due date of any Earnest Money
                                         deposit hereunder. 



		6.4	Recoverable
                                         Damages. Notwithstanding Sections 6.1 and 6.2 hereof, in no event shall
                                         the provisions of Sections 6.1 and 6.2 limit (i) either Purchaser's or Seller's obligation
                                         to indemnify the other party, or the damages recoverable by the indemnified party against
                                         the indemnifying party due to, a party's express obligation to indemnify the other party
                                         in accordance with the Sections 3.1, 4.8, 4.9, or 8.1(b) of this Agreement, or (ii) either
                                         party's obligation to pay costs, fees or expenses under Section 4.5 hereof, or the damages
                                         recoverable by either party against the other party due to a party's failure to pay such
                                         costs. In addition, if this Agreement terminates for any reason, other than a default
                                         by Seller hereunder for which Purchaser has elected to pursue the remedy of specific
                                         performance, and Purchaser or any party related to or affiliated with Purchaser asserts
                                         any claim or right to the Property that would otherwise delay or prevent Seller from
                                         having clear, indefeasible, and marketable title to the Property, then Seller shall have
                                         all rights and remedies available at law or in equity with respect to such assertion
                                         by Purchaser and any loss, damage or other consequence suffered by Seller as a result
                                         of such assertion. 





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Article
7

RISK OF LOSS


		7.1	Damage.
                                         In the event of "damage" to the Property or any portion thereof, which
                                         is "major" (as such terms are hereinafter defined) then Seller shall promptly
                                         notify Purchaser thereof. In the event of such major damage, Purchaser may elect to proceed
                                         with the Closing (subject to the other provisions of this Agreement) or may terminate
                                         this Agreement by delivering written notice thereof to Seller within ten (10) days after
                                         Purchaser's receipt of Seller's notice respecting the damage. If, within ten (10) days
                                         of receipt of Seller's notice respecting such major damage, Purchaser delivers written
                                         notice of termination of this Agreement to Seller, this Agreement shall terminate, all
                                         Earnest Money shall be returned to Purchaser and, except for obligations of the parties
                                         which survive termination of this Agreement, the parties shall have no further obligations
                                         hereunder. If Purchaser does not timely elect to terminate this Agreement, Purchaser
                                         shall have no further right to terminate this Agreement as a result of the damage and
                                         in such event, Seller shall assign to Purchaser at Closing all insurance proceeds or
                                         condemnation awards payable as a result of such damage and pay any insurance deductible
                                         due under Seller's insurance policy(ies). If the damage is not major, Seller shall assign
                                         to Purchaser at Closing all insurance proceeds or condemnation awards payable as a result
                                         of such damage and pay any insurance deductible due under Seller's insurance policy(ies).
                                         In the event the damage is not major and prior to Closing sufficient insurance proceeds
                                         are not received or committed in writing by the insurance carrier sufficient to repair
                                         any damage, Seller shall repair such damage by Closing or give Purchaser a credit at
                                         Closing in an amount sufficient to pay for the cost unpaid as of Closing for repair of
                                         the applicable damage (i.e. to restore the Property to substantially the same condition
                                         as immediately before such casualty), such amount to be determined by an architect or
                                         other appropriate professional selected by Seller and approved by Purchaser, such approval
                                         not to be unreasonably withheld, conditioned or delayed. Any assignment by Seller to
                                         Purchaser of insurance proceeds respecting loss of rental income shall be limited to
                                         that portion of such proceeds attributable to periods after Closing. 



		7.2	Definition
                                         of Major Damage. For purposes of Section 7.1: 



(a)               
"damage" means (i) physical damage to or
destruction of all or part of the Real Property by reason of fire, earthquake, tornado, flood or other casualty occurring after
the Effective Date or (ii) the physical taking of all or part of the Real Property by condemnation or by conveyance in lieu of
condemnation occurring after the Effective Date; and




    38 


     


    

 


(b)              
"major" damage refers to the following: (i)
damage such that the cost of repairing or restoring the premises in question to a condition substantially similar to that of the
premises in question prior to the event of damage would in the opinion of an architect selected by Seller and reasonably approved
by Purchaser, be equal to or greater than Three Hundred Fifty Thousand and no/100s Dollars ($350,000.00), and (ii) any damage
due to a condemnation or conveyance in lieu of condemnation which permanently and materially impairs the current use or value
of a Property or access to such Property from public roads or the number or utility of parking spaces. If Purchaser does not give
notice to Seller of Purchaser's reasons for disapproving an architect within five (5) business days after receipt of notice of
the proposed architect, then Purchaser shall be deemed to have approved the architect selected by Seller.


		7.3	Seller's
                                         Insurance. If necessary or appropriate for Purchaser to evaluate its options
                                         or enforce its rights under this Article 7 following any damage to the Property, Seller
                                         shall promptly provide to Purchaser on request a copy of Seller's property insurance
                                         policies (or other applicable insurance policies) with respect to the Property. 



Article
8

COMMISSIONS


		8.1	Broker's
                                         Commission



(a)               
The parties acknowledge that Berkadia Real Estate Advisors LLC ("Broker"),
has been retained by and represents Seller as broker in connection with the subject transaction, and is to be compensated for
its services by Seller. Seller agrees that Seller shall pay to Broker upon, but only upon, final consummation of the transaction
contemplated herein, a brokerage commission pursuant to a separate written agreement between Seller and Broker.


(b)              
Purchaser and Seller each hereby represents and warrants to the other that it has not disclosed this Agreement or the subject
matter hereof to, and has not otherwise dealt with, any real estate broker, agent or salesman (other than Broker) so as to create
any legal right or claim in any such broker, agent or salesman (other than Broker) for a real estate commission or similar fee
or compensation with respect to the negotiation and/or consummation of this Agreement or the conveyance of the Property by Seller
to Purchaser. Except as provided in this Section 8.1 with respect to Broker, Purchaser and Seller shall indemnify, hold
harmless and defend each other from and against any and claims and demands for a real estate brokerage commission or similar fee
or compensation arising out of any claimed dealings with the indemnifying party and relating to this Agreement or the purchase
and sale of the Property (including reasonable attorneys' fees and expenses and court costs incurred in defending any such claim
or in enforcing this indemnity).


		8.2	Survival.
                                         This Article 8 shall survive the rescission, cancellation, termination or consummation
                                         of this Agreement. 





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Article
9

DISCLAIMERS AND WAIVERS


		9.1	No
                                         Reliance on Documents. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES SET
                                         FORTH IN THIS AGREEMENT HEREOF AND IN THE CLOSING DOCUMENTS, SELLER MAKES NO REPRESENTATION
                                         OR WARRANTY AS TO THE TRUTH, ACCURACY OR COMPLETENESS OF ANY MATERIALS, DATA OR INFORMATION
                                         DELIVERED BY SELLER TO PURCHASER IN CONNECTION WITH THE TRANSACTION CONTEMPLATED HEREBY.
                                         PURCHASER ACKNOWLEDGES AND AGREES THAT ALL MATERIALS, DATA AND INFORMATION DELIVERED
                                         BY SELLER TO PURCHASER IN CONNECTION WITH THE TRANSACTION CONTEMPLATED HEREBY ARE PROVIDED
                                         TO PURCHASER AS A CONVENIENCE ONLY AND THAT ANY RELIANCE ON OR USE OF SUCH MATERIALS,
                                         DATA OR INFORMATION BY PURCHASER SHALL BE AT THE SOLE RISK OF PURCHASER, EXCEPT AS OTHERWISE
                                         EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, PURCHASER
                                         ACKNOWLEDGES AND AGREES THAT (A) ANY ENVIRONMENTAL OR OTHER REPORT WITH RESPECT TO THE
                                         PROPERTY WHICH IS DELIVERED BY SELLER TO PURCHASER SHALL BE FOR GENERAL INFORMATIONAL
                                         PURPOSES ONLY, (B) PURCHASER SHALL NOT HAVE ANY RIGHT TO RELY ON ANY SUCH REPORT DELIVERED
                                         BY SELLER TO PURCHASER, BUT RATHER WILL RELY ON ITS OWN INSPECTIONS AND INVESTIGATIONS
                                         OF THE PROPERTY AND ANY REPORTS COMMISSIONED BY PURCHASER WITH RESPECT THERETO, AND (C)
                                         NEITHER SELLER, ANY AFFILIATE OF SELLER NOR THE PERSON OR ENTITY WHICH PREPARED ANY SUCH
                                         REPORT DELIVERED BY SELLER TO PURCHASER SHALL HAVE ANY LIABILITY TO PURCHASER FOR ANY
                                         INACCURACY IN OR OMISSION FROM ANY SUCH REPORT.



		9.2	Disclaimers.
                                         EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES OF SELLER SET FORTH IN THIS
                                         AGREEMENT HEREOF AND IN THE CLOSING DOCUMENTS, PURCHASER UNDERSTANDS AND AGREES THAT
                                         SELLER IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS OF
                                         ANY KIND OR CHARACTER, EXPRESSED OR IMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING,
                                         BUT NOT LIMITED TO, ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY,
                                         FITNESS FOR A PARTICULAR PURPOSE, TITLE (OTHER THAN SELLER'S LIMITED OR SPECIAL WARRANTY
                                         OF TITLE TO BE SET FORTH IN THE DEED), ZONING, TAX CONSEQUENCES, LATENT OR PATENT PHYSICAL
                                         OR ENVIRONMENTAL CONDITION, UTILITIES, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL
                                         APPROVALS, THE





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COMPLIANCE
OF THE PROPERTY WITH APPLICABLE LAWS, THE ABSENCE OR PRESENCE OF HAZARDOUS MATERIALS OR OTHER TOXIC SUBSTANCES (INCLUDING WITHOUT
LIMITATION MOLD OR ANY MOLD CONDITION), COMPLIANCE WITH ENVIRONMENTAL LAWS OR ACCESS LAWS, THE TRUTH, ACCURACY OR COMPLETENESS
OF THE PROPERTY DOCUMENTS OR ANY OTHER INFORMATION PROVIDED BY OR ON BEHALF OF SELLER TO PURCHASER, OR ANY OTHER MATTER OR THING
REGARDING THE PROPERTY. PURCHASER ACKNOWLEDGES AND AGREES THAT UPON CLOSING SELLER SHALL SELL AND CONVEY TO PURCHASER AND PURCHASER
SHALL ACCEPT THE PROPERTY "AS IS, WHERE IS, WITH ALL FAULTS", EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN THIS
AGREEMENT AND IN THE CLOSING DOCUMENTS. PURCHASER HAS NOT RELIED AND WILL NOT RELY ON, AND SELLER IS NOT LIABLE FOR OR BOUND BY,
ANY EXPRESSED OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY OR RELATING
THERETO (INCLUDING SPECIFICALLY, WITHOUT LIMITATION, PROPERTY INFORMATION PACKAGES DISTRIBUTED WITH RESPECT TO THE PROPERTY) MADE
OR FURNISHED BY SELLER, THE MANAGER OF THE PROPERTY, OR ANY REAL ESTATE BROKER OR AGENT REPRESENTING OR PURPORTING TO REPRESENT
SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENT.



PURCHASER
REPRESENTS TO SELLER THAT PURCHASER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PROPERTY, INCLUDING
BUT NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, AS PURCHASER DEEMS NECESSARY TO SATISFY ITSELF AS TO THE
CONDITION OF THE PROPERTY AND THE EXISTENCE OR NONEXISTENCE OR CURATIVE ACTION TO BE TAKEN WITH RESPECT TO ANY HAZARDOUS MATERIALS
OR TOXIC SUBSTANCES ON OR DISCHARGED FROM THE PROPERTY (INCLUDING WITHOUT LIMITATION ANY MOLD OR MOLD CONDITION), OR WITH RESPECT
TO ACCESS LAWS, AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF SELLER OR ITS AGENTS OR
EMPLOYEES WITH RESPECT THERETO, OTHER THAN SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER AS ARE EXPRESSLY SET FORTH
IN THIS AGREEMENT. UPON CLOSING, PURCHASER SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING BUT NOT LIMITED TO, DESIGN, CONSTRUCTION
DEFECTS, ADVERSE PHYSICAL OR ENVIRONMENTAL CONDITIONS, OR NONCOMPLIANCE WITH ACCESS LAWS, MAY NOT HAVE BEEN REVEALED BY PURCHASER'S
INVESTIGATIONS, AND PURCHASER, UPON CLOSING, SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND RELEASED SELLER (AND SELLER'S AND
ITS PARTNERS' 




    41 


     


    

 


RESPECTIVE
OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS) FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION (INCLUDING
CAUSES OF ACTION IN TORT OR UNDER ANY ENVIRONMENTAL LAW), LOSSES, DAMAGES, LIABILITIES, FINES, PENALTIES (WHETHER BASED ON STRICT
LIABILITY OR OTHERWISE), COSTS AND EXPENSES (INCLUDING ATTORNEYS' FEES AND COURT COSTS) OF ANY AND EVERY KIND OR CHARACTER, KNOWN
OR UNKNOWN, WHICH PURCHASER MIGHT HAVE ASSERTED OR ALLEGED AGAINST SELLER (AND SELLER'S AND ITS PARTNERS' RESPECTIVE OFFICERS,
DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS
OR PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS (INCLUDING, WITHOUT LIMITATION, ANY ENVIRONMENTAL LAWS OR ACCESS LAWS)
AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTY. THE FOREGOING SHALL NOT BE INTERPRETED
TO WAIVE ANY CLAIM OF PURCHASER WITH RESPECT TO FRAUD OR ANY BREACH BY SELLER OF ANY EXPRESS REPRESENTATIONS AND WARRANTIES MADE
BY SELLER IN SECTION 5.1 THAT EXPRESSLY SURVIVE CLOSING PURSUANT TO SECTION 5.3. 


PURCHASER
AGREES THAT SHOULD ANY INVESTIGATION, CLEANUP, REMEDIATION OR REMOVAL OF HAZARDOUS SUBSTANCES OR OTHER ENVIRONMENTAL CONDITIONS
(INCLUDING WITHOUT LIMITATION ANY MOLD OR MOLD CONDITION) ON OR RELATED TO THE PROPERTY BE REQUIRED AFTER THE DATE OF CLOSING,
SELLER SHALL HAVE NO LIABILITY TO PURCHASER TO PERFORM OR PAY FOR SUCH INVESTIGATION, CLEAN-UP, REMOVAL OR REMEDIATION, AND PURCHASER
EXPRESSLY WAIVES AND RELEASES ANY CLAIM TO THE CONTRARY. PURCHASER FURTHER AGREES THAT SHOULD ANY INVESTIGATION OR CURATIVE ACTION
ON OR RELATED TO THE PROPERTY BE REQUIRED AFTER THE DATE OF CLOSING UNDER ANY ACCESS LAWS, SELLER SHALL HAVE NO LIABILITY TO PURCHASER
TO PERFORM OR PAY FOR SUCH INVESTIGATION OR CURATIVE ACTION AND PURCHASER EXPRESSLY WAIVES AND RELEASES ANY CLAIM TO THE CONTRARY.
THE FOREGOING SHALL NOT BE INTERPRETED TO WAIVE ANY BREACH BY SELLER OF ANY EXPRESS REPRESENTATIONS AND WARRANTIES MADE BY SELLER
IN SECTION 5.1 THAT EXPRESSLY SURVIVE CLOSING PURSUANT TO SECTION 5.3. 




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PURCHASER
REPRESENTS AND WARRANTS THAT THE TERMS OF THE RELEASE CONTAINED HEREIN AND ITS CONSEQUENCES HAVE BEEN COMPLETELY READ AND UNDERSTOOD
BY PURCHASER, AND PURCHASER HAS HAD THE OPPORTUNITY TO CONSULT WITH, AND HAS CONSULTED WITH, LEGAL COUNSEL OF PURCHASER'S CHOICE
WITH REGARD TO THE TERMS OF THIS RELEASE. PURCHASER ACKNOWLEDGES AND WARRANTS THAT PURCHASER'S EXECUTION OF THIS RELEASE IS FREE
AND VOLUNTARY. 


		9.3	Certain
                                         Definitions. The term "Access Laws" means the Americans
                                         With Disabilities Act, the Fair Housing Act, the Rehabilitation Act and other federal
                                         laws and all applicable state, regional, county, municipal and other local laws, regulations
                                         and ordinances governing access to handicapped or disabled persons or the construction
                                         or design of residential dwelling units, places of public accommodation, or common areas
                                         which are at or on the Property. 



		9.4	Effect
                                         and Survival of Disclaimers. Seller and Purchaser acknowledge that the
                                         provisions of this Article 9 are an integral part of the transactions contemplated in
                                         this Agreement and a material inducement to Seller to enter into this Agreement and that
                                         Seller would not enter into this Agreement but for the provisions of this Article 9.
                                         Seller and Purchaser agree that the provisions of this Article 9 shall survive Closing
                                         or any termination of this Agreement. 



 


Article
10

ESCROW AGENT


		10.1	Investment
                                         of Earnest Money. Escrow Agent shall invest the Earnest Money pursuant
                                         to Purchaser's directions in an interest bearing account at a commercial bank whose deposits
                                         are insured by the Federal Deposit Insurance Corporation; provided, however, Purchaser
                                         may elect to not invest the Earnest Money. Escrow Agent shall notify Seller, no later
                                         than one (1) business day after Escrow Agent's receipt thereof, that Escrow Agent has
                                         received the Earnest Money in immediately available funds, and is holding the same in
                                         accordance with the terms of this Agreement. However, if Purchaser elects to invest the
                                         Earnest Money, Escrow Agent shall invest the Earnest Money only in such accounts as will
                                         allow Escrow Agent to disburse the Earnest Money upon no more than one (1) business days'
                                         notice. 



		10.2	Intentionally
                                         Omitted. 





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		10.3	Payment
                                         on Demand. Upon receipt of any written certification from Seller or Purchaser
                                         claiming the Earnest Money pursuant to the provisions of this Agreement, Escrow Agent
                                         shall promptly forward a copy thereof to the other such party (i.e., Purchaser or Seller,
                                         whichever did not claim the Earnest Money pursuant to such notice) and, unless such other
                                         party within ten (10) days thereafter notifies Escrow Agent of any objection to such
                                         requested disbursement of the Earnest Money in which case Escrow Agent shall retain the
                                         Earnest Money subject to Section 10.5 below, Escrow Agent shall disburse the Earnest
                                         Money to the party demanding the same and shall thereupon be released and discharged
                                         from any further duty or obligation hereunder; provided, however, to the extent that
                                         Purchaser terminates this Agreement pursuant to the terms and conditions of Section 3.2
                                         hereinabove, the Earnest Money shall be promptly disbursed to Purchaser. 



		10.4	Exculpation
                                         of Escrow Agent. It is agreed that the duties of Escrow Agent are herein
                                         specifically provided and are purely ministerial in nature, and that Escrow Agent shall
                                         incur no liability whatsoever except for its misconduct or negligence, so long as Escrow
                                         Agent is acting in good faith. Seller and Purchaser do each hereby release Escrow Agent
                                         from any liability for any error of judgment or for any act done or omitted to be done
                                         by Escrow Agent in the good faith performance of its duties hereunder and do each hereby
                                         indemnify Escrow Agent against, and agree to hold, save, and defend Escrow Agent harmless
                                         from, any costs, liabilities, and expenses incurred by Escrow Agent in serving as Escrow
                                         Agent hereunder and in faithfully discharging its duties and obligations hereunder. 



		10.5	Stakeholder.
                                         Escrow Agent is acting as a stakeholder only with respect to the Earnest Money. If
                                         there is any dispute as to whether Escrow Agent is obligated to deliver the Earnest Money
                                         or as to whom the Earnest Money is to be delivered, Escrow Agent may refuse to make any
                                         delivery and may continue to hold the Earnest Money until receipt by Escrow Agent of
                                         an authorization in writing, signed by Seller and Purchaser, directing the disposition
                                         of the Earnest Money, or, in the absence of such written authorization, until final determination
                                         of the rights of the parties in an appropriate judicial proceeding. If such written authorization
                                         is not given, or a proceeding for such determination is not begun, within thirty (30)
                                         days of notice to Escrow Agent of such dispute, Escrow Agent may bring an appropriate
                                         action or proceeding for leave to deposit the Earnest Money in a court of competent jurisdiction
                                         located in the Atlanta metropolitan area pending such determination. Escrow Agent shall
                                         be reimbursed for all costs and expenses of such action or proceeding, including, without
                                         limitation, reasonable attorneys' fees and disbursements, by the party determined not
                                         to be entitled to the Earnest Money. Upon making delivery of the Earnest Money in any
                                         of the manners herein provided, Escrow Agent shall have no further liability or obligation
                                         hereunder. 



		10.6	Interest.
                                         All interest and other income, if any, earned on the Earnest Money deposited with
                                         Escrow Agent hereunder shall be reported for income tax purposes as earnings of Purchaser.
                                         Purchaser's taxpayer identification number is ______________. 





    44 


     


    

 


		10.7	Execution
                                         by Escrow Agent. Escrow Agent has executed this Agreement solely for the
                                         purpose of acknowledging and agreeing to the provisions of this Article 10. Escrow Agent's
                                         consent to any modification or amendment of this Agreement other than this Article 10
                                         shall not be required. 



Article
11

MISCELLANEOUS


		11.1	Intentionally
                                         Deleted. 



		11.2	Intentionally
                                         Deleted. 



		11.3	Assignment.
                                         Purchaser may not assign its rights under this Agreement without first obtaining
                                         Seller's written approval, which approval may be given or withheld in Seller's sole discretion.
                                         Any transfer, directly or indirectly, of any stock, partnership interest or other ownership
                                         interest in Purchaser in excess of 49% without Seller's written approval, which approval
                                         shall not be unreasonably withheld, delayed or conditioned, shall constitute a default
                                         by Purchaser under this Agreement, provided, however, (i) Purchaser may assign this Agreement
                                         at Closing to a Permitted Affiliate without Seller's consent, (ii) Seller or Purchaser
                                         may assign its rights under this Agreement to a reputable exchange accommodation to facilitate
                                         a tax deferred exchange pursuant to Sections 4.8 and 4.9 hereof, and (iii) Seller may
                                         assign this Agreement for tax planning or other purposes as described in Section 2.6.
                                         For purposes hereof, the term "Permitted Affiliate" means an entity
                                         that (i) controls, is controlled or managed by, or is under common control with The Inland
                                         Real Estate Group and/or Inland Private Capital Corporation and/or those persons controlling
                                         and/or managing The Inland Real Estate Group and/or Inland Private Capital Corporation,
                                         (ii) is solvent at the time of assignment, and (iii) at the time of Closing, is not rendered
                                         insolvent by such assignment, and has sufficient assets to consummate the transaction
                                         contemplated herein. No transfer or assignment by Purchaser shall release or relieve
                                         Purchaser of its obligations hereunder.



		11.4	Notices.
                                         Any notice, request or other communication (a "notice") required
                                         or permitted to be given hereunder shall be in writing and shall be delivered by hand
                                         or overnight courier (such as United Parcel Service or Federal Express), sent by email
                                         (provided a copy of such notice is deposited with an overnight courier for next business
                                         day delivery). Any such notice shall be considered given on the date of such hand or
                                         courier delivery, confirmed email transmission if received on a business day (provided
                                         a copy of such notice is deposited with an overnight courier for next business day delivery),
                                         deposit with such overnight courier for next business day delivery, but the time period
                                         (if any is provided herein) in which to respond to such notice shall commence on the
                                         date of hand or overnight courier delivery or on the date received following deposit
                                         in the United States mail as provided above. Rejection or other refusal to accept or
                                         inability to deliver because of changed address of which no notice was given shall be
                                         deemed to be receipt of the notice. By giving at least five (5) days' prior written notice
                                         thereof, any party may from time to time and at any time change its mailing address hereunder.
                                         Any notice of any party may be given by such party's counsel.





    45 


     


    

 


The
parties' respective addresses for notice purposes are as follows. Telephone numbers are given for convenience of reference only.
Notice by telephone shall not be effective.


If to
Seller:


 


Flournoy
Development Company, LLC


900 Brookstone
Centre Parkway


Columbus,
Georgia 31904


Attention:
Thomas H. Flournoy


Phone:
706/243-9406


e-mail:
Tom.Flournoy@FlournoyDev.com


 


with
a copy to:


 


Flournoy
Development Company, LLC


900 Brookstone
Centre Parkway


Columbus,
Georgia 31904


Attention:
Jeremy Brewer, Esq.


Phone:
706/243-9470


e-mail:
Jeremy.Brewer@FlournoyDev.com


and with
a copy to:


 


Burr
& Forman LLP


171 17th
Street NW


Suite
1100


Atlanta,
Georgia 30363


Attention:
G. Wilson Horde III, Esq.


Telephone:
404/685-4288


e-mail:
rhorde@burr.com


 


If to
Purchaser:


 


Inland
Real Estate Acquisitions, Inc.


2901
Butterfield Road


Oak Brook,
Illinois 60523


Attention:
Mark Cosenza


Telephone
No. 630/218-4946


e-mail:
mcosenza@inlandgroup.com




    46 


     


    

 


with
a copy to:


 


The Inland
Real Estate Group, Inc.


2901
Butterfield Road


Oak Brook,
Illinois 60523


Attention:
Brett D. Smith, Esq.


Telephone
No. 630/218-2885


e-mail:
brett.smith@inlandgroup.com


 


If to
Escrow Agent:


 


Nancy Castro


Chicago Title Insurance Company


10 S. LaSalle Street, Suite
3100


Chicago, Illinois 60603


Phone 312/223-2709


e-mail:
nancy.castro@ctt.com


 


		11.5	Modifications.
                                         This Agreement cannot be changed orally, and no agreement shall be effective to waive,
                                         change, modify or discharge it in whole or in part unless such agreement is in writing
                                         and is signed by the parties against whom enforcement of any waiver, change, modification
                                         or discharge is sought. Signatures inscribed on the signature pages of this Agreement
                                         or any formal amendment which are transmitted by email transmission (e.g., PDF files)
                                         shall be valid and effective to bind the party so signing. Each party agrees to promptly
                                         deliver to the other party an executed original of this Agreement or any such formal
                                         amendment with its actual signature, but a failure to do so shall not affect the enforceability
                                         of this Agreement or any such formal amendment, it being expressly agreed that each party
                                         to this Agreement or any formal amendment shall be bound by its own emailed signature
                                         and shall accept the emailed signature of the other party to this Agreement or any formal
                                         amendment.



		11.6	Calculation
                                         of Time Periods. Unless otherwise specified, in computing any period of
                                         time described in this Agreement, 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, unless such last day is a Saturday, Sunday or legal holiday
                                         under the laws of the State in which 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 final day of any such period shall be deemed to end at 5:00 p.m., Eastern
                                         time.



		11.7	Successors
                                         and Assigns. Subject to Section 11.3 hereof, the terms and provisions
                                         of this Agreement are to apply to and bind the permitted successors and assigns of the
                                         parties hereto.





    47 


     


    

 


		11.8	Entire
                                         Agreement. This Agreement, including the Schedules, contain the entire
                                         agreement between the parties pertaining to the subject matter hereof and fully supersede
                                         all prior written or oral agreements and understandings between the parties pertaining
                                         to such subject matter.



		11.9	Further
                                         Assurances. Each party agrees that it will without further consideration
                                         execute and deliver such other documents and take such other action, whether prior or
                                         subsequent to Closing, as may be reasonably requested by the other party to consummate
                                         more effectively the purposes or subject matter of this Agreement. Without limiting the
                                         generality of the foregoing, Purchaser shall, if requested by Seller, execute acknowledgments
                                         of receipt with respect to any materials delivered by Seller to Purchaser with respect
                                         to the Property. The provisions of this Section 11.9 shall survive Closing.



		11.10	Counterparts.
                                         This Agreement may be executed in identical counterparts, and all such executed counterparts
                                         shall constitute the same agreement. It shall be necessary to account for only one such
                                         counterpart in proving this Agreement.



		11.11	Severability.
                                         If any provision of this Agreement is determined by a court of competent jurisdiction
                                         to be invalid or unenforceable, the remainder of this Agreement shall nonetheless remain
                                         in full force and effect.



		11.12	Applicable
                                         Law. This Agreement is performable in the state in which the Property
                                         is located and shall in all respects be governed by, and construed in accordance with,
                                         the substantive federal laws of the United States and the laws of such state. Seller
                                         and Purchaser hereby irrevocably submit to the jurisdiction of any state or federal court
                                         sitting in the state and judicial district in which the Property is located in any action
                                         or proceeding arising out of or relating to this Agreement and hereby irrevocably agree
                                         that all claims in respect of such action or proceeding shall be heard and determined
                                         in a state or federal court sitting in the state and judicial district in which the Property
                                         is located. Purchaser and Seller agree that the provisions of this Section 11.12 shall
                                         survive the Closing of the transaction contemplated by this Agreement.



		11.13	No
                                         Third Party Beneficiary. The provisions of this Agreement and of the documents
                                         to be executed and delivered at Closing are and will be for the benefit of Seller and
                                         Purchaser only and are not for the benefit of any third party, and accordingly, no third
                                         party shall have the right to enforce the provisions of this Agreement or of the documents
                                         to be executed and delivered at Closing. 





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		11.14	Employees.
                                         Seller shall be solely responsible for the salaries and benefits, if any, payable
                                         to Seller's employees at the Property for the period through the Closing, in accordance
                                         with and subject to the terms and conditions of such employment, even if such employees
                                         are employed by or on behalf of Purchaser following the Closing. With respect to any
                                         employees employed by or on behalf of Purchaser following the Closing, Purchaser shall
                                         be solely responsible for all salaries and benefits, if any, payable to such employees
                                         for the period from and after the Closing in accordance with and subject to the terms
                                         and conditions of such employment, even if such employees were employed by Seller prior
                                         to the Closing, provided, however, that Purchaser shall have no obligation to offer employment
                                         to or to employ any employee of the Property following Closing. Neither Purchaser nor
                                         Seller shall have any obligation for salaries, benefits or other employment obligations
                                         to any such employee with respect to the period such employee is or was employed by the
                                         other party; provided that Purchaser shall, unless forbidden by existing benefit plans,
                                         grant to employees of Seller that Purchaser does hire credit for tenure of employment
                                         with Seller in determining the employee's benefits. This Section 11.14 shall survive
                                         the Closing.



		11.15	Seller's
                                         Access to Records after Closing. Purchaser shall reasonably cooperate
                                         with Seller for a period of three (3) years after Closing to make available Purchaser's
                                         employees and Property records, as Seller may reasonably request, in case of Seller's
                                         need in response to any legal requirement, tax audit, tax return preparation, securities
                                         law filing, or litigation threatened or brought against Seller, by allowing Seller and
                                         its agents or representatives access, upon reasonable advance notice (which notice shall
                                         identify the nature of the information sought by Seller), at all reasonable times to
                                         examine and make copies of any and all instruments, files and records which predate the
                                         Closing; provided, however, that nothing contained in this Section 11.15 shall require
                                         Purchaser to retain any files or records for any particular period of time. This Section
                                         11.15 shall survive Closing. 



		11.16	Schedules.
                                         The following schedules attached hereto shall be deemed to be an integral part of
                                         this Agreement:



Schedule
1.1 (a)    -      Legal Description of the Land


Schedule
1.1(d)     -      Inventory of Tangible Personal Property


Schedule
1.1(e)     -      Rent Roll


Schedule
1.6(a)     -      Earnest Money Wiring Instructions


Schedule
3.1(a)     -      Due Diligence Documents


Schedule
4.2(a)     -      Statutory Warranty Deed


Schedule
4.2(b)     -      Bill of Sale and Assignment


Schedule
4.2(c)     -      Tenant Notice


Schedule
4.2(d)     -      Seller's Closing Certificate


Schedule
5.1          -      Seller's Disclosure Statement


Schedule
5.7(b)     -      Schedule of Must Take Service Contracts


Schedule
12.1        -      Additional PSAs and Additional Properties


 




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		11.17	Captions.
                                         The section headings appearing in this Agreement are for convenience of reference
                                         only and are not intended, to any extent and for any purpose, to limit or define the
                                         text of any section or any subsection hereof. 



		11.18	Construction.
                                         The parties acknowledge that the parties and their counsel have reviewed and revised
                                         this Agreement and that the normal rule of construction to the effect that any ambiguities
                                         are to be resolved against the drafting party shall not be employed in the interpretation
                                         of this Agreement or any schedules or amendments hereto. 



		11.19	Termination
                                         of Agreement. It is understood and agreed that if either Purchaser or
                                         Seller terminates this Agreement pursuant to a right of termination granted hereunder,
                                         such termination shall operate to relieve Seller and Purchaser from all obligations under
                                         this Agreement, except for such obligations as are specifically stated herein to survive
                                         the termination of this Agreement. 



		11.20	Survival.
                                         (a) The provisions of the following Sections of this Agreement shall survive
                                         Closing and shall not be merged into the execution and delivery of the Deed: 3.1(c);
                                         4.2(c); 4.4; 4.5; 4.8; 4.9; 5.1; 5.2; 5.3; 5.5; 5.6; 5.7; 5.8; Article 8; Article 9;
                                         11.9; 11.12; 11.14; 11.15; those additional provisions of Article 11 which govern the
                                         administration, interpretation or enforcement of this Agreement; and any other provisions
                                         contained herein that by their terms survive the Closing (the "Obligations Surviving
                                         Closing"). Except for the Obligations Surviving Closing, all representations,
                                         warranties, covenants and agreements contained in this Agreement shall be merged into
                                         the instruments and documents executed and delivered at Closing. The Obligations Surviving
                                         Closing shall survive the Closing; provided, however, that the representations and warranties
                                         of Seller contained in Section 5.1, as updated by Seller's Closing Certificate, and the
                                         representations and warranties of Purchaser contained in Section 5.5, shall survive for
                                         the period, and are subject to the terms, set forth in Sections 5.3 and 5.6 respectively.









(b)       If
at the time of a written demand by Purchaser upon Seller alleging a breach of or claim under any Obligations Surviving Closing,
Seller's net worth (as that term is defined by generally accepted accounting principles consistently applied) is less than One
Million Fifty Thousand Dollars ($1,050,000.00; the "Minimum Net Worth Threshold"),
then by executing this Agreement below, FDC Development JV, LLC, a Delaware limited liability company ("FDC JV")
shall be deemed and construed to have guaranteed the Obligations Surviving Closing for a period of nine (9) months following the
Closing; provided, however, that FDC JV's liability under said guaranty shall not exceed One Million Fifty Thousand
Dollars ($1,050,000.00). During said nine (9) month period, FDC JV covenants unto Purchaser that FDC JV shall maintain a net worth
not less than the Minimum Net Worth Threshold.


		11.21	Time
                                         of Essence. Time is of the essence with respect to this Agreement. 





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		11.22	Covenant
                                         Not to Record. Except as part of a specific performance actions, Purchaser
                                         shall not record this Agreement or any memorandum or other evidence thereof. Any such
                                         recording shall constitute a material default hereunder on the part of Purchaser. 



		11.23	Limitation
                                         of Seller's Liability. Purchaser shall have no recourse against any of
                                         the past, present or future, direct or indirect, shareholders, partners, members, managers,
                                         principals, directors, officers, agents, incorporators, affiliates or representatives
                                         of Seller or its general partner or of any of the assets or property of any of the foregoing
                                         for the payment or collection of any amount, judgment, judicial process, arbitral award,
                                         fee or cost or for any other obligation or claim arising out of or based upon this Agreement
                                         and requiring the payment of money by Seller. This Section 11.23 shall survive the Closing.
                                         



		11.24	JURY
                                         WAIVER. IN ANY LAWSUIT OR OTHER PROCEEDING INITIATED BY SELLER OR PURCHASER
                                         UNDER OR WITH RESPECT TO THIS AGREEMENT, SELLER AND PURCHASER EACH WAIVE ANY RIGHT IT
                                         MAY HAVE TO TRIAL BY JURY. 



Article
12

ADDITIONAL PROPERTIES


		12.1	Additional
                                         PSAs.Purchaser (or one or more of Purchaser’s affiliates or
                                         designees) and Seller (or one or more of Seller’s affiliates) have, on or about
                                         even date herewith, entered into those certain purchase and sale agreements described
                                         on Schedule 12.1 hereto (each an “Additional PSA” and, collectively,
                                         the “Additional PSAs”) to acquire one or more additional properties
                                         listed on such Schedule 12.1 (each an “Additional Property”
                                         and, collectively, the “Additional Properties”).



		12.2	Agreements
                                         Regarding Additional PSAs.Purchaser and
                                         Seller hereby agree as follows with respect to the Additional PSAs and the transactions
                                         contemplated thereby:



(a)
Termination by Purchaser On or Prior to the Inspection Date. If on or prior to the Inspection Date, Purchaser elects to terminate
this Agreement in accordance with the terms and provisions hereof, then Seller shall have the right to terminate any other Additional
PSA (or no other Additional PSA) as Seller may elect in its sole and absolute discretion, whereupon Escrow Agent shall promptly
disburse the Earnest Money under this Agreement and each terminated Additional PSA to Purchaser, and the parties shall have no
further rights, duties or obligations hereunder with respect to this Agreement and each terminated Additional PSA, other than
those which are expressly provided herein to survive the termination of this Agreement and/or each terminated Additional PSA,
respectively.




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(b)
Post-Inspection Date Default by Purchaser. If following the Inspection Date, Purchaser fails to acquire the Property in accordance
with the terms and provisions of this Agreement and Purchaser fails to cure such default within the applicable notice and cure
period (a “Purchaser Default”), then Seller
shall have the right to terminate this Agreement pursuant to Section 6.1 hereinabove and any other Additional PSA (or no other
Additional PSA) as Seller may elect in its sole and absolute discretion, whereupon (unless such termination events have occurred
and are continuing which would require reimbursement of all Earnest Money to Purchaser under Sections 2.3, 2.5, 3.2, 4.6, 6.2,
7.1 or 12.2(c)(i)(A) hereof), Escrow Agent shall promptly disburse the Earnest Money to Seller under this Agreement, and the applicable
escrow agent under each terminated Additional PSA shall promptly disburse to the applicable seller all earnest money under each
terminated Additional PSA, and thereafter the parties shall have no further rights, duties or obligations hereunder (or thereunder),
other than those which are expressly provided to survive the termination; provided, however, if Seller elects to so terminate
this Agreement due to a Purchaser Default under an Additional PSA following the Inspection Date, then it must do so by written
notice to Purchaser delivered within two (2) business days after termination of such Additional PSA by the applicable seller thereunder;
provided further, however, if Purchaser's failure to acquire the Property is not caused by a Purchaser default (e.g., (x) a casualty
or condemnation affecting the Property, (y) a failure of Seller to satisfy a condition precedent, which condition is within Seller's
reasonable control and ability to fulfill, or (z) an intentional default by Seller under this Agreement), then the provisions
of this Agreement that govern Purchaser's rights upon the occurrence of such circumstances shall control and neither Seller nor
the sellers under the Additional PSAs shall have the right to terminate this Agreement or an Additional PSA because of Purchaser's
exercise of said rights.


(c)
Post-Inspection Date Default by Seller. If (1) Purchaser does not elect to terminate this Agreement on or before the Inspection
Date and does not elect to terminate an Additional PSA following the applicable "Inspection Date" for such Additional
PSA(s), and (2) after the Inspection Date, Seller defaults under this Agreement beyond any applicable notice and cure period specified
in this Agreement (a “Seller Default”),
then in addition to any and all remedies that may be available to Purchaser under this Agreement, Purchaser may elect to terminate
the Additional PSAs as a result of the Seller Default and receive (i) a refund of all Earnest Money paid under such terminated
Additional PSAs, together with payment from Seller of an amount equal to the lesser of (A) One Hundred Thousand and no/100
Dollars ($100,000.00) for each terminated Additional PSA, or (B) the amount of all direct, third party out of pocket costs and
expenses actually incurred by Purchaser in connection with the terminated Additional PSAs; and (ii) if the Seller Default under
this Agreement is intentional, then in addition to the remedies described in clause (i) above, Purchaser shall also have the right
to receive payment from Seller of money damages in an amount equal to one-half percent (0.50%) of the collective Purchase Price
for this Agreement and the terminated Additional PSAs (provided, however, that if Purchaser elects to so terminate any of the
Additional PSAs, it must do so by written notice to the applicable seller delivered within two (2) business days after termination
of this Agreement).


[Signatures
on following pages.]





    52 


     


    

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


	 	
        SELLER:

         

        VERANDAS AT MITYLENE, LLC,

        a Delaware limited liability company

	 	 	 	 	 
	 	By:	
        FDC Development JV, LLC,

        a Delaware limited liability company, its sole Member

	 	 	 	 	 
	 	 	By:	
        Flournoy Development Company, LLC,

        a Georgia limited liability company, its Manager

	 	 	 	 	 
	 	 	 	By:	/s/ Thomas H. Flournoy
	 	 	 	 	Thomas H. Flournoy, its President







 


For
the sole purpose of fulfilling its obligations under Section 11.20 of the above Agreement, and no other Section(s) thereof, FDC
JV has executed this Agreement below as of the Effective Date.


 





	 	
        FDC Development JV, LLC,

        a Delaware limited liability company,

        its sole Member

	 	 	 	 
	 	By:	
        Flournoy Development Company, LLC,

        a Georgia limited liability company,

        its Manager

	 	 	 	 
	 	 	By:	/s/ Thomas H. Flournoy
	 	 	 	Thomas H. Flournoy, its President










 


 


[SIGNATURES
CONTINUED ON THE FOLLOWING PAGES]




    	 



    	 



    

 


This
is a signature page to, and may be attached to a master counterpart of, the Purchase and Sale Agreement between Verandas at Mitylene,
LLC, as Seller, and Inland Real Estate Acquisitions, Inc., as Purchaser, with respect to Verandas at Mitylene Apartments.


 


	 	
        PURCHASER:

         

        Inland Real Estate Acquisitions,
        Inc.,

        an Illinois corporation

	 	 	 
	 	By:	/s/ Mark J. Cosenza
	 	Name:	Mark J. Cosenza
	 	Title:	Senior Vice President







 


 


 


 


[SIGNATURES
CONTINUED ON THE FOLLOWING PAGES]




    	 



    	 



    

 


This
is a signature page to, and may be attached to a master counterpart of, the Purchase and Sale Agreement between Verandas at Mitylene,
LLC, as Seller, and Inland Real Estate Acquisitions, Inc., as Purchaser, with respect to Verandas at Mitylene Apartments.


 


Chicago
Title Insurance Company, as Escrow Agent is a party to such Purchase and Sale Agreement for the limited purposes set forth therein.


 


 


Escrow Agent has executed this Agreement
for the limited purposes set forth herein.


 


	 	
        ESCROW AGENT:

         

        CHICAGO TITLE INSURANCE
        COMPANY

	 	 	 
	 	By:	/s/ Katie Van Zuidam
	 	Name:	Katie Van Zuidam
	 	Title:	Escrow Associate


 


  




    	 



    	 



    

Schedule
1.1(a)


LEGAL
DESCRIPTION OF THE LAND





 




    	 



    	 



    

 


Schedule
1.1(d)


INVENTORY
OF TANGIBLE PERSONAL PROPERTY


SEE
ATTACHED


 




    	 



    	 



    

 


Schedule
1.1(e)


RENT
ROLL


SEE
ATTACHED


 




    	 



    	 



    

 


Schedule
1.6(a)


EARNEST
MONEY WIRING INSTRUCTIONS


SEE
ATTACHED


 




    	 



    	 



    

 


 


Schedule
3.1(a)


Due
Diligence Documents


SEE ATTACHED




    	 



    	 



    

 


Schedule
4.2(a)


FORM
OF STATUTORY WARRANTY DEED


SEE ATTACHED




    	 



    	 



    

 





	This instrument was prepared by:	 	Send Tax Notice to:
	 	 	 
	 	 	 
	 	 	 
	 	 	 










 





	STATE OF ALABAMA	)
	COUNTY OF __________	)







 


STATUTORY
WARRANTY DEED


 


KNOW
ALL MEN BY THESE PRESENTS, 


 


THAT
IN CONSIDERATION of the Ten Dollars ($10.00) and other valuable consideration in hand paid by ________________________,
a _____________________ (hereinafter referred to as the “Grantee”) to Verandas at Mitylene, a Delaware
limited liability company (hereinafter referred to as the “Grantor”), the receipt and sufficiency of which
are hereby acknowledged, Grantor does by these presents, grant, bargain, sell and convey unto the Grantee, all those certain tracts
or lots of land lying in Montgomery County, Alabama, and more particularly described on Exhibit “A” attached
hereto and incorporated herein by reference, subject, however, to the permitted exceptions described on Exhibit “B”
attached hereto and incorporated herein by reference (the “Permitted Exceptions”).


 


TOGETHER
WITH all appurtenances thereto belonging or in anywise appertaining and all right, title and interest of Grantor in and to
any and all roads, alleys and ways bounding said Property.


TO HAVE
AND TO HOLD, to the said Grantee, its successors and assigns forever.


Grantor
hereby covenants and agrees with Grantee, its successors and assigns, that the Grantor, its heirs, successors and assigns, will
warrant and defend the above described Property against the lawful claims (unless otherwise noted above) of all persons claiming
by, through, or under the Grantor, but not further or otherwise.


 


[$_______
of the consideration for this Deed is secured by a mortgage executed and filed for record simultaneously herewith, and on which
mortgage tax under Section 40-22-2 of the Alabama Code is being paid].


 


Pursuant to the
provisions of Alabama Code § 40-2201 (1975), the following information is offered in lieu of submitting Form RT-1:


 


Grantor’s Name and
Mailing Address:                          Grantee’s Name and Mailing Address:


 


Verandas at Mitylene                                                     IRESI
Montgomery Mitylene, LLC


c/o Flournoy Development Company,
LLC                   c/o Inland Real Estate Acquisitions, Inc.


900 Brookstone Centre Parkway                                    2901 Butterfield Road


Columbus, GA 31904                                                     Oak
Brook, IL 60523





Attention: Jeremy Brewer,
Esq.                                      Attention: Brett Smith, Esq.





 


Property Address:       8850
Crosswind Drive, Montgomery, AL 36117


Purchase Price:           $36,403,542.00






     


     


    

IN WITNESS WHEREOF,
the Grantor has caused this Statutory Warranty Deed to be executed as of the _________ day of ___________, 201__.


 


 


	 	
        GRANTOR:

         

	 	a	 
	 	 	 
	 	By:	 
	 	 	 	 	 
	 	 	Its:	 







 


 


	STATE OF ____________	)
	COUNTY OF __________	)







 


 


I, the
undersigned authority, a Notary Public in and for said county in said state, hereby certify that _____________________, whose
name as _______________ of ___________________________, a _____________________, is signed to the foregoing conveyance
and who is known to me, acknowledged before me on this day that, being informed of the contents of the said conveyance, s/he,
as such officer and with full authority, executed the same voluntarily for and as the act of said ________________.


 


Given under my hand
and official seal, this the _____ day of ______________, 201_.


 


 


	 	 	 
	 	
        Notary Public

        My Commission Expires:
	 







 


 







    	 



    	 



    

 


Exhibits
to Statutory Warranty Deed


A - Legal
Description of Land


B
- Permitted Exceptions 




    	 



    	 



    

 


EXHIBIT
A


Legal
Description of the Land







    	 



    	 



    

 


Schedule
4.2(b)


BILL
OF SALE AND ASSIGNMENT AND ASSUMPTION

OF LEASES AND SERVICE CONTRACTS


This
Bill of Sale and Assignment and Assumption of Leases and Service Contracts (this "Agreement") is made and entered
into this ____ day of _____, 2017, by and between Verandas at Mitylene, LLC, a Delaware limited liability company ("Seller"),
and ___________________, a ___________ ("Purchaser").


W
I T N E S S E T H:


WHEREAS,
Seller and Purchaser have previously entered into that certain Purchase and Sale Agreement, dated _____, 2017 [DESCRIBE AMENDMENTS,
IF APPLICABLE] (the "Contract"), having [NAME OF ESCROW AGENT] as party for the limited purposes set forth therein;


WHEREAS,
concurrently with the execution and delivery of this Agreement and pursuant to the Contract, Seller is conveying to Purchaser,
by Statuory Warranty Deed, (i) those certain tracts or parcels of real property located in Montgomery, Montgomery County, Alabama,
and more particularly described on Exhibit A, attached hereto and made a part hereof (the "Land"), (ii)
the rights, easements and appurtenances pertaining to the Land (the "Related Rights"), and (iii) the buildings,
structures, fixtures and other improvements on and within the Land (the "Improvements"; and the Land, the Related
Rights and the Improvements being sometimes collectively referred to as the "Real Property");


WHEREAS,
Seller has agreed to convey to Purchaser certain personal property and assign to Purchaser certain leases and service contracts
as hereinafter set forth;


NOW,
THEREFORE, in consideration of the receipt of Ten Dollars ($10.00), the assumptions by Purchaser hereinafter set forth and other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Purchaser agree as follows:


1.                 
Bill of Sale:


(a)       Seller
hereby sells, assigns, transfers and conveys to Purchaser all of Seller's right, title and interest in, to and under the Tangible
Personal Property and the Intangible Property. Seller warrants to Purchaser that Seller owns good title to the Tangible Personal
Property, that the Tangible Personal Property is free and clear of all liens, charges and encumbrances other than the Permitted
Exceptions (as defined in the Contract), and that Seller has full right, power and authority to sell the Tangible Personal Property
and to make this Bill of Sale. Seller further warrants to Purchaser that Seller has not conveyed to any third party its right,
title and interest, if any, in the Intangible Property.




    	 



    	 



    

 


(b)       "Tangible
Personal Property" means all tangible personal property owned by Seller upon the Land or within the Improvements, including
specifically, without limitation, appliances, equipment, furniture, furnishings, carpeting, draperies and curtains, tools and
supplies, and other items of tangible personal property owned by Seller and used exclusively in connection with the ownership,
use, maintenance or operation of the Land and the Improvements, and including those items of tangible personal property identified
on Exhibit B, attached hereto and made a part hereof by this reference; provided, however, that the Tangible Personal Property
does not include the following items: (i) cash and cash equivalents, and any reserves or other deposits funded or made in connection
with any financing encumbering the Property, (ii) computer software and computer files, (iii) any time clock(s), (iv) personal
property owned by tenants under the Leases, (v) any equipment installed by, or in connection with, any telecommunication or utility
provider and which is owned by a party other than Seller, (vi) any items owned by employees of Seller or any property manager,
(vii) any items leased to Seller, (viii) any digital voice receivers used in connection with recorded music at the Property, and
(ix) all brochures, advertising copy, promotional materials, manuals, reports, portfolios, binders, training materials and other
items on which the name "Flournoy" appears.


(c)       "Intangible
Property" means (i) all assignable existing warranties and guaranties issued to or inuring to the benefit of Seller in connection
with the Improvements or the Tangible Personal Property; (ii) all governmental permits, licenses and approvals, if any, belonging
to or inuring to the benefit of Seller and pertaining to the Real Property or the Tangible Personal Property, but only to the
extent that such permits, licenses and approvals are assignable, and only to the extent that such permits, licenses and approvals
relate to the Real Property or the Tangible Personal Property, as opposed to other property of Seller or its affiliates; (iii)
resident and tenant files for current residents and tenants as of the Closing Date, (iv) architectural and civil plans and specifications
(to the extent in Seller's possession but excluding any right to reproduce or otherwise use such plans or specifications for future
development); (v) the right to use the name "Verandas at Mitylene Apartments"; (vi) all assignable telephone
numbers, URLs and website domain names associated with the Real Property including but not limited to the right, at Purchaser's
expense, to use www.verandasmontgomery.com for a period of one (1) year after the Closing solely for the purpose of forwarding
visitors to Purchaser's website for the Real Property; but excluding any rights in or to the use of the name "Flournoy";
(vii) all logos, works of art, graphic designs and all videos and photos owned and used by Seller in connection with the Real
Property; provided that the item listed in this clause (vii) does not use or display the name "Flournoy" and (viii)
other non-confidential and non-proprietary records owned by Seller and used in connection with the operation of the Real Property
or any part thereof, and located on-site as of the Closing Date, (the property described in this subparagraph 1(c), other than
the excluded items, being sometimes herein referred to collectively as the "Intangible Property").




    	 



    	 



    

 


2.                 
Assignment and Assumption of Leases:


(a)       Seller
hereby sells, assigns, transfers and conveys to Purchaser all of Seller's right, title and interest as landlord in, to and under
all rental agreements, leases and other agreements in effect as of the date of this Agreement demising space in or providing for
the use or occupancy of the Real Property (the "Leases"), together with any and all unapplied refundable tenant
security and other unapplied refundable deposits in Seller's possession with respect to the Leases as of the date of this Agreement
(collectively, the "Deposits"). The assignment of the Deposits has been made by means of a credit or payment
on the closing statement executed by Seller and Purchaser.


(b)       Purchaser
hereby assumes, and hereby covenants and agrees to fully and faithfully perform, observe and comply with, all of the covenants,
agreements, conditions and other terms and provisions stated in the Leases which, under the terms of the Leases, are to be performed,
observed, and complied with by the landlord from and after the date of this Agreement. Purchaser acknowledges that Purchaser shall
become solely responsible and liable as landlord under the Leases for obligations arising or accruing from and after the date
hereof.


(c)       Seller
shall indemnify, hold harmless and defend Purchaser from and against any and all claims, demands, causes of action, liabilities,
losses, costs, damages and expenses (including reasonable attorneys' fees and expenses and court costs incurred in defending any
such claim or in enforcing this indemnity) that may be incurred by Purchaser by reason of the assertion by any tenant under any
of the Leases that Seller has failed to perform, observe and comply with its obligations as landlord under any of the Leases during
the period before the date hereof, other than with respect to the Deposits (to the extent paid or assigned to Purchaser or for
which Purchaser has received a credit or payment at Closing).


(d)       Purchaser
shall indemnify, hold harmless and defend Seller from and against any and all claims, demands, causes of action, liabilities,
losses, costs, damages and expenses (including reasonable attorneys' fees and expenses and court costs incurred in defending any
such claim or in enforcing this indemnity) that may be incurred by Seller by reason of the failure of Purchaser to perform, observe
and comply with the landlord's obligations under any of the Leases arising or accruing during the period from and after the date
hereof, including without limitation, claims made by tenants with respect to the Deposits, whether arising before, on or after
the date hereof (to the extent paid or assigned to Purchaser or for which Purchaser has received a credit or payment at Closing).


(e)       equivalent
party under any of the Leases, and the word "tenant" means the tenant, lessee or other equivalent party under any of
the Leases.




    	 



    	 



    

 


3.                 
Assignment and Assumption of Service Contracts:


(a)       Seller
hereby sells, assigns, transfers and conveys to Purchaser all of Seller's right, title and interest in, to and under those service,
supply, equipment rental and similar agreements set forth on Exhibit C, attached hereto and made part hereof by this reference
(the "Service Contracts").


(b)       Purchaser
hereby assumes, and hereby covenants and agrees to fully and faithfully perform, observe and comply with, all of the covenants,
agreements, conditions and other terms and provisions stated in the Service Contracts which, under the terms of the Service Contracts,
are to be performed, observed, and complied with by the property owner from and after the date of this Agreement. Purchaser acknowledges
that Purchaser shall become solely responsible and liable under the Service Contracts for obligations arising or accruing from
and after the date hereof, including with respect to any and all payments coming due under the Service Contracts for which Purchaser
has received a credit or payment on the closing statement executed by Purchaser and Seller (the "Credited Payments").


(c)       Seller
shall indemnify, hold harmless and defend Purchaser from and against any and all claims, demands, causes of action, liabilities,
losses, costs, damages and expenses (including reasonable attorneys' fees and expenses and court costs incurred in defending any
such claim or in enforcing this indemnity) that may be incurred by Purchaser by reason of the assertion by any other contract
party under any of the Service Contracts that Seller has failed to perform, observe and comply with its obligations under any
of the Service Contracts during the period before the date hereof, other than with respect to the Credited Payments (to the extent
paid or assigned to Purchaser or for which Purchaser has received a credit or payment at Closing).


(d)       Purchaser
shall indemnify, hold harmless and defend Seller from and against any and all claims, demands, causes of action, liabilities,
losses, costs, damages and expenses (including reasonable attorneys' fees and expenses and court costs incurred in defending any
such claim or in enforcing this indemnity) that may be incurred by Seller by reason of the failure of Purchaser to perform, observe
and comply with its obligations under any of the Service Contracts arising or accruing during the period from and after the date
hereof, including without limitation, claims made by any other contract party with respect to the Credited Payments, whether arising
before, on or after the date hereof (to the extent paid or assigned to Purchaser or for which Purchaser received a credit or payment
at Closing).


4.                 
Qualifications. This Agreement is subject to the Permitted Exceptions (as defined in the Contract). This Agreement
is also subject to those provisions of the Contract limiting Seller's liability to Purchaser, including but not limited to Article
9 of the Contract.




    	 



    	 



    

 


5.                 
Counterparts. This Agreement may be executed in two or more identical counterparts, and it shall not be necessary
that any one of the counterparts be executed by all of the parties hereto. Each fully or partially executed counterpart shall
be deemed an original, but all of such counterparts taken together shall constitute one and the same instrument.


6.                 
Successors and Assigns. This Agreement shall inure to the benefit of, and be binding upon, the successors, executors,
administrators, legal representatives and assigns of the parties hereto.


7.                 
Governing Law. This Agreement shall be construed under and enforced in accordance with the laws of the State of
Alabama.






EXECUTED
effective as of the date first above written.




	 	
        SELLER:

         

	 	a	 
	 	 	 
	 	By:	 
	 	 	a	 	 
	 	 	 	 	 
	 	 	By:	 	 
	 	 	Name:	 	 
	 	 	Title:	 	 







 


 


 




	 	
        PURCHASER:

         

	 	a	 
	 	 	 
	 	 	By:	 
	 	 	Name:	 
	 	 	Title:	 







 








    	 



    	 



    

 


Exhibits
to Bill of Sale and Assignment


A
- Legal Description of Land


B
- Inventory of Tangible Personal Property


C
- List of Designated Service Contracts


 




    	 



    	 



    

 


EXHIBIT
4.2(c)


“TENANT
NOTICE ”


________________,
___________


RE:Notice
of Change of Ownership of Verandas at Mitylene Apartments


Dear
Tenants:


As
of the date hereof, __________________________________, a Delaware limited liability company (the “Seller”) has transferred,
sold, assigned, and conveyed all of its interest in and to the above-described property, (the “Property”) to ____________________________
(the “New Owner”). After today, New Owner will be responsible for all obligations of the “landlord” or
“lessor” under your lease.


Future
notices and rental payments with respect to your lease premises at the Property should be made to the New Owner in accordance
with your lease terms at the following address:


________________________


________________________


________________________


On
behalf of Flournoy Properties, we want to thank you for making Verandas at Mitylene Apartments your home. It has been our
pleasure to serve you. Any future inquiries regarding your lease should be directed to the Purchaser at the contact information
listed above. If you have any questions regarding any of this information, please contact the New Owner.


 






	 	Very truly yours,
	 	 

                    Seller:

	 	
	 	a	 
	 	 	 
	 	 	By:	 
	 	 	Print Name:	 
	 	 	Its:	 







 


 




	 	 

                    New Owner:

	 	
	 	a	 
	 	 	 
	 	 	By:	 
	 	 	Print Name:	 
	 	 	Its:	 







 

















    	 



    	 



    

Schedule
4.2(d)


Seller's
Closing Certificate


THIS
CERTIFICATION is made as of _____________, 20__, by Verandas at Mitylene, a Delaware limited liability company ("Seller"),
in favor of _______________________, a __________ ("Purchaser").


Seller
hereby certifies to Purchaser that the representations and warranties of Seller set forth in Section 5.1 of that certain
Purchase and Sale Agreement between Seller and _________________________ [if applicable: as amended] (the "Agreement")
dated as of __________, 20__, as amended, are true and correct in all material respects as of the date hereof, except as to:


(a)       The
Rent Roll attached hereto as Exhibit A replaces the Rent Roll attached to the Agreement as Schedule 1.3; and


(b)       [If
applicable: The items disclosed on Exhibit B attached hereto replace Seller's Disclosure Schedule attached to the Agreement as
Schedule 5.1].


The
representations and warranties set forth in Section 5.1 of the Agreement, as updated by this Certificate of Seller's Representations
and Warranties, will survive only for a period of ______________ from the date hereof.


This
certificate is delivered pursuant to Section 4.2(d) of the Agreement, and Seller's liability hereunder is subject to Section
5.3 of the Agreement, including the Cap as defined therein.







	 	
         

	 	a	 
	 	 	 
	 	By:	 
	 	 	a	 	 
	 	 	 	 	 
	 	 	By:	 	 
	 	 	Print Name:	 	 
	 	 	Title:	 	 







 






 




    	 



    	 



    

 


Exhibits
to Seller's Closing Certificate


Exhibit
A -- Updated Rent Roll


Exhibit
B -- Additional Items for Seller's Disclosure Schedule [if applicable]


 




    	 



    	 



    

 


Schedule
5.1


SELLER'S
DISCLOSURE STATEMENT


NONE


 




    	 



    	 



    

 


Schedule
5.7(b)


SCHEDULE
OF MUST TAKE SERVICE CONTRACTS


 


Knology (Resident
Cable, Internet, Telephone)


Montgomery Water
(Waste Water)


Valet Waste (Trash
Removal)


Cort Furniture (Rental
Furniture for Corporate Apartments Based on Leases)




    	 



    	 



    

 


Schedule 12.1


 


ADDITIONAL PSAs


 


and


ADDITIONAL
PROPERTIES


 


1.       Purchase
And Sale Agreement, dated, as of May 25, 2017 (the "Effective Date"), by and between Verandas at Taylor Oaks,
LLC, a Delaware limited liability company, and Inland Real Estate Acquisitions, Inc., an Illinois corporation,
pertaining to the sale of the Verandas at Taylor Oaks apartments located at 7701 Taylor Oaks Dr., Montgomery, AL 36116.


 


 


2.       Purchase
And Sale Agreement, dated, as of May 25, 2017 (the "Effective Date"), by and between The Haven at Commons
Park, a Delaware limited liability company, and Inland Real Estate Acquisitions, Inc., an Illinois corporation,
pertaining to the sale of the Verandas at Taylor Oaks apartments located at 7477 Commons Blvd., Chattanooga, TN 37421.