**Exhibit 10.470**

 

**AMENDED AND RESTATED PURCHASE AGREEMENT**

 

**Dated as of November 5, 2004**

**Between**

**Southlake Venture East, L.P.,**a Texas limited partnership,**Southlake Venture West, L.P.,**aTexas limited partnership,**SL Venture****West II, L.P.,**a Texas limited partnership,**Southlake Central Venture,**a Texasgeneral partnership, and**SL Central Venture II, L.P.,**aTexas limited partnership,**collectively, as Sellers**

**and**

**Inland Real Estate Acquisitions, Inc.**an Illinoiscorporation,

**as Purchaser**

 

 

**With Respect to**

 

**Southlake Town Square**

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**AMENDED AND RESTATED PURCHASE AGREEMENT**

 

This Amended and Restated Purchase Agreement (“Agreement”) ismade and entered into this 5th day of November, 2004 (the “Effective Date”),by and between INLAND REAL ESTATE ACQUISITIONS, INC., an Illinois corporationor its designee or designees (“Purchaser”), and SOUTHLAKE VENTURE WEST,L.P., a Texas limited partnership (“SLVW”), SOUTHLAKE VENTURE EAST,L.P., a Texas limited partnership (“SLVE”), SL VENTURE WEST II, L.P., aTexas limited partnership (“SLVWII”), SOUTHLAKE CENTRAL VENTURE, a Texasgeneral partnership (“SLCV”), and SL CENTRAL VENTURE, a Texas generalpartnership (“SLCVII”).

 

**Introductory Provisions:**

 

The following provisions form the basis for and are a part of thisAgreement:

 

A.                                   SLVEowns certain property described on Exhibit B-l (the “SLVE Property”).

 

B.                                     SLVWowns certain property described on Exhibit B-2 (the “SLVW Property”).

 

C.                                     SLVWIIowns certain property described on Exhibit B-3 (the “SLVWII Property”).

 

D.                                    SLCVowns certain property described on Exhibit B-4 (the “SLCV Property”).

 

E.                                      SLCVIIowns certain property described on Exhibit B-5 (the “SLCVII Property”).

 

F.                                      SLVEdesires to sell to Purchaser and Purchaser desires to purchase from SLVE theSLVE Property on the terms and subject to the conditions and other provisionsset forth in this Agreement.

 

G.                                     SLVWdesires to sell to Purchaser and Purchaser desires to purchase from SLVW theSLVW Property on the terms and subject to the conditions and other provisionsset forth in this Agreement.

 

H.                                    SLVWIIdesires to sell to Purchaser and Purchaser desires to purchase from SLVWII theSLVWII Property on the terms and subject to the conditions and other provisionsset forth in this Agreement.

 

I.                                         SLCVdesires to sell to Purchaser and Purchaser desires to purchase from SLCV theSLCV Property on the terms and subject to the conditions and other provisionsset forth in this Agreement.

 

J.                                        SLCVIIdesires to sell to Purchaser and Purchaser desires to purchase from SLCVII theSLCVII Property on the terms and subject to the conditions and other provisionsset forth in this Agreement.

 

K.                                    Purchaserand Sellers have heretofore entered into that certain Purchase Agreement (the “OriginalPurchase Agreement”) dated as of November 5, 2004 for the purchase

 

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and sale of the Properties and such parties desire to amend and restatethe Original Purchase Agreement in its entirety on the terms and conditions setforth herein.

 

NOW, THEREFORE, in consideration of the mutual covenants and agreementsset forth in this Agreement, and for other good and valuable consideration, thereceipt and sufficiency of which are hereby acknowledged, the parties heretohereby agree as follows:

 

**ARTICLE IDEFINITIONS**

 

The capitalized terms used herein will have the following meanings.

 

“Accrued Expenses” shall have the meaning set forth in Section2.6**hereof.

 

“Affiliate” shall mean any Person that directly, or indirectlythrough one or more intermediaries, controls, is controlled by, or is undercommon control with the Person.

 

“Agreement” shall mean this Amended and Restated PurchaseAgreement, together with the exhibits attached hereto and the DisclosureSchedule.

 

“Approved Title Matters” shall have the meaning set forth in Section6.2(a) hereof.

 

“Building 3C” shall mean that certain real property described onExhibit B-2(a) attached hereto.

 

“C&S Lease Extension Amendment” shall have the meaning setforth in Section 2.13 hereof.

 

“Closing” shall mean the closing of the transactionscontemplated by this Agreement as provided in Section 2.5 hereof.

 

“Closing Date” shall mean December 22, 2004.

 

“Code” shall mean the Internal Revenue Code of 1986, as amended.

 

“Contract” shall mean any written agreement, license, sublicense,promissory note, evidence of indebtedness, guaranty (directly or indirectly) ofindebtedness, guarantees and warranties, all construction, architectural,maintenance, operating and service contracts, all equipment leases, or othercontract or commitment.

 

“Deed” shall mean a special warranty deed in form and substanceattached hereto as Exhibit A.

 

“Disclosure Schedule” shall mean the disclosure schedule datedthe date hereof furnished by Sellers to Purchaser and containing all lists,descriptions, exceptions, and other information and materials as are requiredto be included therein pursuant to this Agreement.

 

“Due Diligence Termination Notice” shall have the meaning setforth in Section 2.4 (c) hereof.

 

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“Earnest Money” shall have the meaning set forth in Section 2.3hereof.

 

“Environmental Laws” shall mean without limitation (a) theResource Conservation and Recovery Act, as amended by the Hazardous and SolidWaste Amendments of 1984, as now or hereafter amended (“RCRA”) (42U.S.C, § 6901 etseq.), the Comprehensive Environmental Response,Compensation and Liability Act of 1980, as amended by the Superfund Amendmentsand Reauthorization Act of 1986, as now or hereafter amended (“CERCLA”)(42 U.S.C. § 9601 etseq.), the Clean Water Act, as now orhereafter amended (“CWA”) (33 U.S.C. § 1251 et seq.), the ToxicSubstances Control Act, as now or hereafter amended (“TSCA”) (15 U.S.C.§ 2601 etseq.), the Clean Air Act, as now or hereafter amended (“CAA”)(42 U.S.C. § 7401 et seq.), all regulations promulgated under any of theforegoing, any local, state or foreign law, statute, regulation or ordinanceanalogous to any of the foregoing, and any other federal, state, local, orforeign law (including any common law), statute, regulation, or ordinanceregulating, prohibiting, or otherwise restricting the placement, discharge,release, threatened release, generation, treatment, or disposal upon or intoany environmental media of any Hazardous Materials.

 

“Escrow Agreement” shall have the meaning set forth in Section2.11 hereof.

 

“Escrow Funds” shall have the meaning set forth in Section 2.11hereof.

 

“Escrow Termination Date” shall have the meaning set forth in Section2.11 hereof.

 

“Excluded Rights” shall mean any and all of interests of Sellersto (a) Brownstones at Town Square, L.P. or any property owned by such limitedpartnership, (b) the TIF Reimbursements (defined below), (c) the TXU/OncorReimbursements (defined below), (d) Lot 2, Block 9, Richard Eads Survey Abst.No. 481, located on the west side of North Carroll Avenue as depicted on thatcertain Plat Revision showing Blocks 1R, 2R1, 3R1, 4R and 5R, Phase I,Southlake Town Square, Southlake, Tarrant County, Texas, being a revision ofBlocks 1, 4 and 5, Phase I according to the plat recorded in Cabinet A, Slide4892, P.R., T.Co., Tx, and Block 3R, Phase I according to the plat recorded inCabinet A, Slide 6311 and 6312 P.R., T.Co., Tx, August 15, 2001, (c) thatcertain Landscape and Surface Maintenance Agreement between SLVE and DiamondShamrock Refining and Marketing Company, filed in the real property records ofTarrant County, Texas on March 28, 2003, and (f) all rights in and to Building3C.

 

“Expiring Leases” shall have the meaning set forth in Section2.11 (a) hereof.

 

“Governmental Authority” shall mean any and all applicablecourts, boards, agencies, commissions, offices, or authorities of any naturewhatsoever for any governmental unit (federal, state, county, district,municipal, city, departmental or otherwise) whether now or hereafter inexistence.

 

“Hazardous Materials” shall mean any substance, product matter,material, waste, solid, liquid, gas, or pollutant, the generation, storage,disposal, handling, recycling, release (or threatened release), treatment,discharge, or emission of which is regulated, prohibited, or limited under anyEnvironmental Law and shall also include, without limitation, (a) gasoline,diesel fuel, fuel oil, motor oil, waste oil, and any other petroleumhydrocarbons, including any additives or other by-products associatedtherewith, (b) asbestos and asbestos-containing materials in any

 

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form, (c) polychlorinated biphenyls, (d) any substance the presence ofwhich on any Property (i) requires reporting or remediation under anyEnvironmental Law; (ii) causes or threatens to cause a nuisance on any Propertyor poses or threatens to pose a hazard to the health or safety of persons onany Property; or (iii) which, if it emanated or migrated from any Property,could constitute a trespass, nuisance or health or safety hazard to persons onadjacent property, (e) radon, (f) urea formaldehyde foam insulation, and (g)underground storage tanks, whether empty, filled or partially filled with anysubstance.

 

“Inspection Period” shall have the meaning set forth in Section2.4(c) hereof.

 

“IRS” shall mean the United States Internal Revenue Service.

 

“Law” shall mean all laws, statutes, ordinances, rules, decreesand regulations of the United States of America or any state, commonwealth,city, county, municipality or department thereof, including without limitationthe Americans with Disabilities Act.

 

“Leases” shall mean all leases, subleases, licenses or otheragreements for the use or occupancy of all or any part of any Real Property.

 

“Lien” shall mean any mortgage, pledge, assessment, securityinterest, Lease, lien, adverse claim, levy, charge, or other encumbrance of anykind, or any conditional sale contract, title retention contract, or othercontract to give or to refrain from giving any of the foregoing other thanPermitted Exceptions.

 

“Management Agreement” shall have the meaning set forth in Section2.13 hereof.

 

“Manager” shall have the meaning set forth in Section 2.13hereof.

 

“Master Lease Escrow” shall have the meaning set forth in Section2.11 (a) hereof.

 

“Material Adverse Effect” shall mean any effect that ismaterially adverse to the validity or enforceability of this Agreement, theability of either or all of the Sellers or Purchaser, as the case may be, toperform its obligations under this Agreement or the condition of the Propertiesindividually or taken as a whole, or with respect to the condition, operationor value of the Properties (individually or taken as a whole) or the Leases andthe cash flow emanating therefrom.

 

“Monetary Liens” shall have the meaning set forth in Section6.2(b) hereof.

 

“Mortgage Liens” shall mean the liens created under the deeds oftrust and mortgages more particularly described in the Title Information andsecuring certain indebtedness as more particularly identified thereon.

 

“NNN Charges” shall have the meaning set forth in Section 2.6hereof.

 

“Parking License Assignment” shall have the meaning set forth inSection 2.5(b)(ix) hereof.

 

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“Permits” shall mean all permits, consents, licenses,certificates, approvals, registrations, and authorizations which are requiredby any Law for operation of either Property.

 

“Permitted Exceptions” shall mean the Permitted Liens, togetherwith (i) all of the Approved Title Matters, and (ii) any Purchaser’s TitleObjection other than Monetary Liens or those items Sellers agreed to eliminateor modify pursuant hereto that Purchaser has elected to waive its objectionwith respect thereto.

 

“Permitted Liens” shall mean with respect to each Property any lienfor real property Taxes, assessments, and other governmental charges that arenot due and payable.

 

“Person” shall mean any natural person, corporation, generalpartnership, limited partnership, proprietorship, trust, union, association,court, tribunal, agency, government department, commission, self-regulatoryorganization, arbitrator, board, bureau, instrumentality, or other entity,enterprise, authority, or business organization.

 

“Property” shall mean either the SLVE Property, the SLVWProperty, the SLVWII Property, the SLCV Property or the SLCVII Property.

 

“Property Information” shall have the meaning set forth in Section2.4(a) hereof.

 

“Properties” shall mean all of the SLVE Property, the SLVWProperty, the SLVWII Property, the SLCV Property and the SLCVII Property.

 

“Purchase Price” shall have the meaning set forth in Section2.2 hereof.

 

“Purchaser” shall have the meaning ascribed to it in the openingparagraph.

 

“Purchaser Title Objections” shall have the meaning set forth inSection 6.2(a) hereof.

 

“Release” shall mean releasing, spilling, leaking, pumping,pouring, emitting, emptying, discharging, ejecting, escaping, leaching,disposing, seeping, infiltrating, draining, or dumping of any HazardousMaterial. This term shall be interpreted to include both the present and pasttense, as appropriate.

 

“Sellers” shall mean, collectively, SLVE, SLVW, SLVWII, SLCV andSLCVII.

 

“Sellers’ Knowledge” shall mean the current actual knowledge ofBrian R. Stebbins, Frank L. Bliss and Patricia S. Pickard without any duty ofinquiry or investigation.

 

“Sellers’ Notice” shall have the meaning set forth in Section6.2(b) hereof.

 

“Settlement Statement” shall have the meaning set forth in Section2.5(c)(x) hereof. 

 

“SLVE” shall have the meaning ascribed to it in the IntroductoryProvisions.

 

“SLVE Property” shall mean the SLVE Real Property and the SLVEPersonal Property.

 

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“SLVE Real Property” shall mean (a) that certain real propertylegally described on Exhibit B-l attached hereto, consisting ofapproximately 2.5250 acres of land, and approximately 11,400 square feet of netrentable square feet, and located at 1580 East Southlake Blvd, Southlake, Texasand commonly known as Block 23, together with all of the following, if any:rights, privileges, hereditaments, appurtenances, and easements relatedthereto, including all rights, rights-of-way, roadways, roadbeds, reversions,strips, gores, and any interests in any alleys, streets, or roads abutting oradjacent thereto, together with all rights of SLVE in and to any other land orout parcels contiguous to or adjoining such real property, (b) all improvementslocated upon the SLVE Real Property, but expressly excluding any improvementsowned by any tenant or other third party, (d) all right, title and interest ofSLVE, if any, in and to all shrubs, trees, plants and other landscaping locatedupon the SLVE Real Property, (e) all right, title and interest of SLVE, if any,in and to all easements, rights of way, and other rights appurtenant to theSLVE Real Property.

 

“SLVE Personal Property” shall mean all fixtures, equipment,machinery, furniture, carpet, drapes and other personal property, if any, ownedby SLVE, located on and used in connection with the SLVE Real Property, butspecifically excluding any items of personal property owned or leased by SLVE’sproperty manager or tenants at the SLVE Real Property and further excluding anyitems of personal property owned by third parties and leased to SLVE. Allintangible property, if any, owned by SLVE and pertaining to the SLVE RealProperty including, without limitation, transferable utility contracts,transferable telephone exchange numbers, plans and specifications, engineeringplans and studies, floor plans, landscape plans, logos, designs, trade names,trademarks, servicemarks, copyrights and other intellectual property, andspecifically the non-exclusive use of the names “Southlake Town Square” and “TownSquare” and any other name or names by which the Property is commonly known(the “Town Square Trademarks”), provided that the grant of the right to use theTown Square Trademarks shall be limited to purposes associated with theProperty.

 

“SLVW” shall have the meaning ascribed to it in the IntroductoryProvisions.

 

“SLVW Property” shall mean the SLVW Real Property and the SLVWPersonal Property.

 

“SLVW Personal Property” shall mean all fixtures, equipment,machinery, furniture, carpet, drapes and other personal property, if any, ownedby SLVW, located on and used in connection with the SLVW Real Property, butspecifically excluding any items of personal property owned or leased by SLVW’sproperty manager or tenants at the SLVW Real Property and further excluding anyitems of personal property owned by third parties and leased to SLVW. Allintangible property, if any, owned by SLVW and pertaining to the SLVW RealProperty including, without limitation, transferable utility contracts,transferable telephone exchange numbers, plans and specifications, engineeringplans and studies, floor plans, landscape plans, logos, designs, trade names,trademarks, servicemarks, copyrights and other intellectual property, andspecifically the non-exclusive use of the Town Square Trademarks, provided thatthe grant of the right to use the Town Square Trademarks shall be limited topurposes associated with the Property.

 

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“SLVW Real Property” shall mean (a) that certain real propertylegally described on Exhibit B-2 attached hereto, consisting of approximately15.9897 acres of land, and approximately 62,657 square feet of net rentablesquare feet, and located at 140 State Street, 1235 Main Street, 1230 MainStreet, 1240 Main Street, 300 Grand Avenue, 1200 Prospect Street, Southlake,Texas and commonly known as Parking Lot, Building 1C, Building 2B, Parking Lot,Parking Lot and Block 10, together with all of the following, if any: rights,privileges, hereditaments, appurtenances, and easements related thereto,including all rights, rights-of-way, roadways, roadbeds, reversions, strips,gores, and any interests in any alleys, streets, or roads abutting or adjacentthereto, together with all rights of SLVW in and to any other land or outparcels contiguous to or adjoining such real property, (b) all improvementslocated upon the SLVW Real Property, but expressly excluding any improvementsowned by any tenant or other third party, (c) all right, title and interest ofSLVW, if any, in and to all shrubs, trees, plants and other landscaping locatedupon the SLVW Real Property, (d) all right, title and interest of SLVW, if any,in and to all easements, rights of way, and other rights appurtenant to theSLVW Real Property. The term “SLVW Real Property” as used hereunder doesnot, however, include Building 3C.

 

“SLVWII” shall have the meaning ascribed to it in theIntroductory Provisions.

 

“SLVWII Property” shall mean the SLVWII Real Property and theSLVWII Personal Property.

 

“SLVWII Personal Property” shall mean all fixtures, equipment,machinery, furniture, carpet, drapes and other personal property, if any, ownedby SLVWII, located on and used in connection with the SLVWII Real Property, butspecifically excluding any items of personal property owned or leased by SLVWII’sproperty manager or tenants at the SLVWII Real Property and further excludingany items of personal property owned by third parties and leased to SLVWII. Allintangible property, if any, owned by SLVWII and pertaining to the SLVWII RealProperty including, without limitation, transferable utility contracts,transferable telephone exchange numbers, plans and specifications, engineeringplans and studies, floor plans, landscape plans, logos, designs, trade names,trademarks, servicemarks, copyrights and other intellectual property, andspecifically the non-exclusive use of the Town Square Trademarks, provided thatthe grant of the right to use the Town Square Trademarks shall be limited topurposes associated with the Property.

 

“SLVWII Real Property” shall mean (a) that certain real propertylegally described on Exhibit B-3 attached hereto, consisting of approximately2.0498 acres of land, and approximately 141,499 square feet of net rentablesquare feet, and located at 180 State Street, 112 State Street, 1256 MainStreet and 1200 Main Street, Southlake, Texas and commonly known as Building1B, Building 1A, Building 2C and Building 2A, together with all of thefollowing, if any: rights, privileges, hereditaments, appurtenances, andeasements related thereto, including all rights, rights-of-way, roadways,roadbeds, reversions, strips, gores, and any interests in any alleys, streets,or roads abutting or adjacent thereto, together with all rights of Sellers inand to any other land or out parcels contiguous to or adjoining such realproperty, (b) all improvements located upon the SLVWII Real Property, butexpressly excluding any improvements owned by any tenant or other third party,(c) all right, title and interest of SLVWII, if any, in and to all shrubs,trees, plants and other landscaping located upon the

 

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SLVWII Real Property, (d) all right, title and interest of SLVWII, ifany, in and to all easements, rights of way, and other rights appurtenant tothe SLVWII Real Property.

 

“SLCV” shall have the meaning ascribed to it in the IntroductoryProvisions.

 

“SLCV Property” shall mean the SLCV Real Property and the SLCVPersonal Property.

 

“SLCV Personal Property” shall mean all fixtures, equipment,machinery, furniture, carpet, drapes and other personal property, if any, ownedby SLCV, located on and used in connection with the SLCV Real Property, butspecifically excluding any items of personal property owned or leased by SLCV’sproperty manager or tenants at the SLCV Real Property and further excluding anyitems of personal property owned by third parties and leased to SLCV. Allintangible property, if any, owned by SLCV and pertaining to the SLCV RealProperty including, without limitation, transferable utility contracts,transferable telephone exchange numbers, plans and specifications, engineeringplans and studies, floor plans, landscape plans, logos, designs, trade names,trademarks, servicemarks, copyrights and other intellectual property, andspecifically the non-exclusive use of the Town Square Trademarks, provided thatthe grant of the right to use the Town Square Trademarks shall be limited topurposes associated with the Property.

 

“SLCV Real Property” shall mean (a) that certain real propertylegally described on Exhibit B-4 attached hereto, consisting of approximately8.9198 acres of land, and approximately 70,212 square feet of net rentablesquare feet, and located at 1450 Main Street, 1440 Main Street, 1430 E.Southlake Blvd., 141 Grand Avenue, 1431 Main Street, Southlake, Texas andcommonly known as Building 4B, Parking Lot, Building 5G, Parking Lot andBuilding 5C, together with all of the following, if any: rights, privileges,hereditaments, appurtenances, and easements related thereto, including allrights, rights-of-way, roadways, roadbeds, reversions, strips, gores, and anyinterests in any alleys, streets, or roads abutting or adjacent thereto,together with all rights of Sellers in and to any other land or out parcelscontiguous to or adjoining such real property, (b) all improvements locatedupon the SLCV Real Property, but expressly excluding any improvements owned byany tenant or other third party, (c) all right, title and interest of SLCV, ifany, in and to all shrubs, trees, plants and other landscaping located upon theSLCV Real Property, (d) all right, title and interest of SLCV, if any, in andto all easements, rights of way, and other rights appurtenant to the SLCV RealProperty.

 

“SLCVII Property” shall mean the SLCVII Real Property and theSLCVII Personal Property.

 

“SLCVII Personal Property” shall mean all fixtures, equipment,machinery, furniture, carpet, drapes and other personal property, if any, ownedby SLCVII, located on and used in connection with the SLCVII Real Property, butspecifically excluding any items of personal property owned or leased by SLCVII’sproperty manager or tenants at the SLCVII Real Property and further excludingany items of personal property owned by third parties and leased to SLCVII. Allintangible property, if any, owned by SLCVII and pertaining to the SLCVII RealProperty including, without limitation, transferable utility contracts,transferable telephone exchange numbers, plans and specifications, engineeringplans and studies, floor plans,

 

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landscape plans, logos, designs, trade names, trademarks, servicemarks,copyrights and other intellectual property, and specifically the non-exclusiveuse of the Town Square Trademarks, provided that the grant of the right to usethe Town Square Trademarks shall be limited to purposes associated with theProperty.

 

“SLCVII Real Property” shall mean (a) that certain real propertylegally described on Exhibit B-5 attached hereto, consisting of approximately1.4598 acres of land, and approximately 118,526 square feet of net rentablesquare feet, and located at 1422 Main Street, 181 Grand Avenue and 115 GrandAvenue, Southlake, Texas and commonly known as Building 4C, Building 5B andBuilding 5A, together with all of the following, if any: rights, privileges,hereditaments, appurtenances, and easements related thereto, including allrights, rights-of-way, roadways, roadbeds, reversions, strips, gores, and anyinterests in any alleys, streets, or roads abutting or adjacent thereto,together with all rights of Sellers in and to any other land or out parcelscontiguous to or adjoining such real property, (b) all improvements locatedupon the SLCVII Real Property, but expressly excluding any improvements ownedby any tenant or other third party, (c) all right, title and interest ofSLCVII, if any, in and to all shrubs, trees, plants and other landscapinglocated upon the SLCVII Real Property, (d) all right, title and interest ofSLCVII, if any, in and to all easements, rights of way, and other rightsappurtenant to the SLCVII Real Property.

 

“SLCVII” shall have the meaning ascribed to it in theIntroductory Provisions.

 

“Survey” shall have the meaning set forth in Section 6.l(b)hereof.

 

“Survival Period” shall have the meaning set forth in Section3.1(v) hereof.

 

“Taxes” shall mean all taxes, charges, fees, levies, guarantyfund assessments or other similar assessments or liabilities, including withoutlimitation income, gross receipts, ad valorem, premium, excise, real property,personal property, windfall profit, sales, use, transfer, licensing,withholding, employment, payroll, and franchise taxes imposed by the UnitedStates of America or any state, local, or foreign government, or anysubdivision, agency, or other similar Person of the United States or any suchgovernment; and such term shall include any interest, fines, penalties,assessments, or additions to tax resulting from, attributable to, or incurredin connection with any such tax or any contest or dispute thereof.

 

“Tax Returns” shall mean any report, return, or otherinformation required by Law to be filed by the Sellers.

 

“TIF Reimbursements” shall mean Tax Increment Finance Paymentsobligated to be made by the City of Southlake Ordinance No. 682 “ReinvestmentZone No. One, City of Southlake to Sellers to reimburse Sellers for certainPublic Improvements constructed on or near Block 23.

 

“Title Approval Period” shall have the meaning set forth in Section6.2(a) hereof.

 

“Title Commitment” shall have the meaning set forth in Section6.1(a) hereof.

 

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“Title Information” shall mean those matters set forth in Section3.1(1) of the Disclosure Schedule.

 

“TXU/Oncor Reimbursements” shall mean that certain reimbursementor incentive payment owing from TXU and/or Oncor to one or more of the Sellersfor improvements constructed by one or more of the Sellers on one or more ofthe Properties.

 

“Vacancy Escrow” shall have the meaning ascribed to it in Section2.11(b).

 

Unless the context of this Agreement otherwise requires, (a) words ofany gender are deemed to include each other gender; (b) words using thesingular or plural number also include the plural or singular number, respectively;(c) the terms “hereof,” “herein,” “hereby,” “hereto,” and derivative or similarwords refer to this entire Agreement; (d) the terms “ARTICLE” or “Section”refer to the specified ARTICLE or Section of this Agreement; (e) the term “party”means, on the one hand, Purchaser and, on the other hand, Sellers; (f) thephrase “in the ordinary course of business and consistent with past practice”refers to the business, operations, affairs, and practice of Sellers whichoperations and practice are consistent with the prudent operations andpractices of Persons engaged in the ownership and operation of real propertiessimilar to the Properties; and (g) all references to “dollars” or “$” refer tocurrency of the United States of America.

 

**ARTICLE IISALE OF INTERESTS; PURCHASE PRICE; EARNEST MONEY;DUE DILIGENCE AND CLOSING**

 

2.1                                 Purchaseand Sale of Properties. Subject to the terms and conditions, and in relianceupon the representations and warranties, set forth in this Agreement, Sellersagree to sell their respective Properties less the Excluded Rights to Purchaserand Purchaser agrees to purchase all of the Properties less the Excluded Rightsfrom the respective Sellers at the Closing.

 

2.2                                 PurchasePrice. The purchase price for the Properties is One Hundred Twenty-FourMillion Six Hundred Forty-Seven Thousand Eight Hundred Forty-Six and No/100Dollars ($124,647,846.00) (the “Purchase Price”), a portion of whichshall be payable in immediately available cash to Sellers by Purchaser at theClosing in accordance with the allocation set forth on Exhibit Cattached hereto, and a portion of which shall be payable to Seller inaccordance with the provisions of Section 2.12 of this Agreement.

 

2.3                                 RefundableEarnest Money.

 

(a)                                  Depositand Investment. Purchaser shall deposit with Chicago Title InsuranceCompany (“Escrow Agent”), 171 N. Clark Street, Chicago, Illinois,Attention: Nancy Castro, the sum of Two Million and No/100 Dollars($1,800,000.00) to be held by Escrow Agent in government insuredinterest-bearing accounts at a national bank in Dallas County, Texas (togetherwith all interest thereon, the “Earnest Money”) simultaneously with theexecution of this Agreement. Such account shall have no penalty for earlywithdrawal. The Escrow Agent shall be authorized, at Purchaser’s option, toinvest the Earnest Money in such manner as Purchaser may direct; provided,

 

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however, that the Escrow Agent shall invest the Earnest Money only insuch manner as will allow the Escrow Agent to disburse the Earnest Money uponseven (7) days notice.

 

(b)                                 Form;Failure to Deposit. The Earnest Money shall be in the form of a certifiedor cashier’s check or the wire transfer to Escrow Agent of immediatelyavailable U.S. federal funds. If Purchaser fails to timely deposit any portionof the Earnest Money within the time periods required, Sellers may terminatethis Agreement by written notice to Purchaser, and thereafter the partieshereto shall have no further rights or obligations hereunder, except for rightsand obligations which, by their terms, survive the termination hereof.

 

(c)                                  Disposition;Break-Up Fee.

 

(i)                                     Providedthat Purchaser receives the items listed on Exhibit D attached hereto and madea part hereof, in accordance with the time frames set forth herein, Purchasershall have until 5:00 p.m., Dallas, Texas time on Friday, November 5, 2004 toreview and approve those items. Following such date, unless Purchaser haselected on or before such date to terminate this Agreement by delivering a DueDiligence Termination Notice in the manner set forth in Section 2.4(c) below,Five Hundred Thousand and No/100 Dollars ($500,000.00) of the Earnest Moneyshall become nonrefundable and shall be payable to Sellers as a “Break-Up Fee”if Purchaser thereafter terminates this Agreement during the Inspection Periodsolely as a result of the items listed on Exhibit D or any finding orevaluation contained therein. Notwithstanding the foregoing, if Purchaserterminates this Agreement on or before the expiration of the Inspection Periodfor any reason other than as a result of the items listed on Exhibit D or thefindings or evaluations contained therein, all of the Earnest Money, includingbut not limited to the Break-Up Fee, shall be returned to Purchaser withoutfurther direction from Sellers.

 

(ii)                                  UnlessPurchaser delivers a Due Diligence Termination Notice as provided in Section2.4(c) below, upon the expiration of the Inspection Period, all of the EarnestMoney shall be non-refundable, unless the conditions to Purchaser’s obligationto close set forth in Article IV of this Agreement are not satisfied, orSellers (or any of them) defaults with respect to any provision of thisAgreement, in which case the Earnest Money shall be returned to Purchaser onthe tenth business day following receipt of written notice from Purchaser toEscrow Agent and Sellers of termination of this Agreement pursuant to ArticleIV hereof, unless Sellers notify Escrow Agent that Sellers dispute theright of Purchaser to receive the Earnest Money prior to such tenth businessday following receipt of Purchaser’s written notice. In such event, EscrowAgent may interplead the Earnest Money into a court of competent jurisdictionin the county in which the Earnest Money has been deposited. All attorneys’fees and costs and Escrow Agent’s costs and expenses incurred in connectionwith such interpleader shall be assessed against the party that is not awardedthe Earnest Money, or if the Earnest Money is distributed in part to both parties,then in the inverse proportion of such distribution. If Purchaser delivers aDue Diligence

 

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Termination Notice pursuant to Section 2.4(c), then any portion ofEarnest Money that has not been deemed non-refundable hereunder shall beimmediately returned to Purchaser by Escrow Agent and any installment ofEarnest Money that has been deemed non-refundable hereunder shall be deliveredto Sellers. If the conditions to Purchaser’s obligation to close in ArticleIV are satisfied, the Earnest Money shall be at Purchaser’s option appliedas a credit to the Purchase Price at the Closing or, if Purchaser elects todeposit the full Purchase Price with Escrow Agent, returned to Purchaser. IfPurchaser fails to consummate the transactions contemplated by this Agreement,the Earnest Money shall be immediately delivered to Sellers, upon writtennotice from Sellers to Escrow Agent.

 

2.4                                 DueDiligence.

 

(a)                                  DueDiligence Material. Sellers shall deliver to Purchaser the information listedon Exhibit D-l attached hereto and made a part hereof (the “PropertyInformation”) within five business days following the Effective Date.

 

(b)                                 PhysicalDue Diligence. Commencing on the Effective Date and continuing until theexpiration of the Inspection Period (defined below), Purchaser shall havereasonable access to the Properties at all reasonable times during normalbusiness hours, upon appropriate notice to tenants as permitted or requiredunder the Leases, for the purpose of conducting reasonably necessary tests,including surveys and architectural, engineering, geotechnical and environmentalinspections and tests, provided that (a) Purchaser must give Sellers one fullbusiness days’ prior telephone or written notice of any such inspection ortest, and with respect to any intrusive inspection or test (i.e., core sampling)must obtain Sellers’ prior written consent (which consent may be given, withheldor conditioned in Sellers’ sole discretion), and (b) prior to performing any inspectionor test, Purchaser must deliver a certificate of insurance to Sellersevidencing that Purchaser and its contractors, agents and representatives havein place reasonable amounts of commercial general liability insurance andworkers compensation insurance for its activities on the Properties in termsand amounts reasonably satisfactory to Sellers covering any accident arising inconnection with the presence of Purchaser, its contractors, agents andrepresentatives on the Property, which insurance shall name Sellers asadditional insureds thereunder. Purchaser or Purchaser’s representatives may meetwith any tenant if and only if accompanied by a representative of Sellers;provided, further, that Purchaser shall not discuss the transactioncontemplated by this Agreement with such tenants and Purchaser must contactSellers at least one full business day in advance by telephone to informSellers of Purchaser’s intended meeting. Purchaser or Purchaser’srepresentatives may meet with any governmental authority for the sole purposeof gathering information in connection with the transaction contemplated bythis Agreement; provided, however, Purchaser must contact Sellers at least onefull business days in advance by telephone to inform Sellers of Purchaser’s intendedmeeting and to allow Seller the opportunity to attend such meeting if Sellerdesires. Purchaser or its counsel is permitted to make written requests to themunicipal authorities for the purpose of verifying the compliance of theProperties with applicable zoning requirements and ordinances, compliance withbuilding codes and compliance with parking requirements,

 

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andto respond, make verbal comments or inquiries related thereto, including butnot limited to inquiries to determine the appropriate officials to directwritten inquiries to.

 

(c)                                  Due Diligence/Termination Right. Purchaser shall have until 5:00 p.m., Dallas,Texas time on Friday, November 19, 2004 (the “Inspection Period”) inwhich to (a) examine, inspect, and investigate the Property Information and theProperty and, in Purchaser’s sole and absolute judgment and discretion,determine whether the Property is acceptable to Purchaser, (b) obtain allnecessary internal approvals, and (c) satisfy all other contingencies ofPurchaser. If, for any reason whatsoever, or no reason at all, Purchaser, inits sole and absolute discretion, is not satisfied with any of the foregoing atany time on or before the expiration of the Inspection Period (hereinafterdefined), then Purchaser may elect at its option, to terminate this Agreementby delivering notice of termination to Sellers (the “Due DiligenceTermination Notice”) prior to the expiration of the Inspection Period, inwhich event the Earnest Money shall be distributed pursuant to and subject toSection 2.3(c), and thereafter neither Sellers nor Purchaser shall have any furtherobligations or rights under this Agreement except those that specificallysurvive a termination as provided in this Agreement.

 

(d)                                 No Representation or Warranty by Sellers. Purchaser acknowledges that, except asexpressly set forth in this Agreement, Sellers have not made and do not make anywarranty or representation regarding the truth, accuracy or completeness of theProperty Information or the source(s) thereof. Purchaser further acknowledgesthat some if not all of the Property Information were prepared by third partiesother than Sellers. Sellers expressly disclaim any and all liability forrepresentations or warranties, express or implied, statements of fact and othermatters contained in such information, or for omissions from the PropertyInformation, or in any other written or oral communications transmitted or madeavailable to Purchaser. Purchaser shall rely solely upon the express representationsand warranties set forth herein and its own investigation with respect to theProperty, including, without limitation, the Properties’ physical,environmental or economic condition, compliance or lack of compliance with any ordinance,order, permit or regulation or any other attribute or matter relating thereto.Sellers have not undertaken any independent investigation as to the truth,accuracy or completeness of the Property Information and are providing theProperty Information solely as an accommodation to Purchaser.

 

(c)                                  Purchaser’s Agreement to Indemnify. Purchaser hereby agrees to indemnify,defend and hold Sellers harmless from and against any and all liens, claims,causes of action, damages, liabilities and expenses (including reasonableattorneys’ fees) arising out of (i) Purchaser’s inspections or tests permittedunder this Agreement or (ii) Purchaser’s failure to comply with the provisionsof Section 2.4(b); provided, however, the indemnity shall not extend toprotect the Sellers from any pre-existing liabilities for matters merelydiscovered by Purchaser (i.e., latent environmental contamination) so long asPurchaser’s actions do not aggravate any preexisting liability of the Sellersand then only to the extent of such aggravation. Purchaser’s obligations underthis Section 2.4(e) shall survive the termination of this Agreement and shallsurvive the Closing for a period of one year.

 

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2.5                                 Closing.

 

(a)                                  TheClosing will take place at the offices of Escrow Agent at 10:00 a.m., localtime on the Closing Date.

 

(b)                                 Atthe Closing, Purchaser will deliver to Escrow Agent:

 

(i)                                     thePurchase Price minus $6,398,316.00, representing the Earnout portion of thePurchase Price, plus or minus prorations with Escrow Agent in cash by wiretransfer of immediately available funds;

 

(ii)                                  anEscrow Agreement (defined below);

 

(iii)                               SettlementStatement (defined below);

 

(iv)                              theManagement Agreement (defined below);

 

(v)                                 theC&S Lease Extension Amendment;

 

(vi)                              allother documents reasonably determined by Purchaser, Sellers and Title Companyto be necessary to transfer the Property to Purchaser or as otherwise requiredto be delivered by Purchaser under the terms of this Agreement;

 

(vii)                           anAssignment and Assumption of Leases (the “Assignment and Assumption of Leases”)assigning all of Sellers’ interests in the Leases in the form attached heretoas Exhibit K;

 

(viii)        aBill of Sale (the “Bill of Sale, Assignment and Assumption of Contracts”) withrespect to the SLVE Personal Property, the SLVW Personal Property, the SLVWIIPersonal Property, the SLCV Personal Property, the SLCVII Personal Property andof Service Contracts and Warranties assigning the Contracts, including but notlimited to all warranties, to Purchaser in the form attached hereto as ExhibitL; and

 

(ix)           anAssignment and Assumption of License Agreement with respect to Sellers’interest in that certain Irrevocable License and Parking, Management and UseAgreement dated August 26, 2003 with the City of Southlake, Texas in recordableform reasonably acceptable to Purchaser and Sellers (the “Parking LicenseAssignment”);

 

(c)                                  Atthe Closing, each of the Sellers will deliver to Escrow Agent:

 

(i)                                     aDeed for each Property owned by the respective Sellers duly executed by suchSeller;

 

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(ii)                                  anEscrow Agreement;

 

(iii)          Certificatesof Sellers certifying that all of the representations and warranties of Sellersare true and correct in all material respects as of the Closing Date;

 

(iv)                              aCertified Rent Roll;

 

(v)                                 TheAudit Letter attached hereto as Exhibit H;

 

(vi)                              ATLTA Owner’s Policy of Title Insurance issued by Title Company naming Purchaseras insured, in the amount of the Purchase Price, Insuring that Purchaser ownsgood and indefeasible fee simple title to the Real Property providing for fullextended coverage and containing the Special Title Endorsements (the “TitlePolicy”), subject only to the Permitted Encumbrances;

 

(vii)                           Aduly executed affidavit of Sellers certifying that Sellers are not a “foreignperson,” as defined in Section 1445 of the Internal Revenue Code of 1986, asamended, and in any applicable state laws for the state in which the Propertyis located;

 

(viii)        Suchconveyancing or transfer tax forms or returns, if any, as are required to bedelivered or signed by Sellers by applicable state and local law in connectionherewith, including any certifications required in connection therewith;

 

(ix)           Theoriginal of all Leases and Contracts in Sellers’ possession;

 

(x)                                   Four(4) copies of a closing settlement statement between Sellers and Purchaser,duly executed by Sellers, setting forth the prorations and adjustments to thePurchase Price in accordance with this Agreement; it being agreed that suchsettlement shall be mutually approved by Sellers and Purchaser at least 48hours prior to Closing (the “Settlement Statement”);

 

(xi)           REAEstoppel letters in form and substance reasonably satisfactory to Purchaserwith respect to any reciprocal easement and operating agreement;

 

(xii)          Allother documents reasonably determined by Purchaser, Sellers and Title Companyto be necessary to transfer the Properties to Purchaser or as otherwiserequired to be delivered by Purchaser under the terms of this Agreement;

 

(xiii)         Copiesof notices terminating and canceling any and all Contracts not assumed byPurchaser at Closing, including in particular any

 

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management contracts and/or brokerage listing and leasing agreements;

 

(xiv)        Allrecords and filed (or certified copies thereof) relating to the operation andmaintenance of the Properties;

 

(xv)         Tothe extent in Sellers’ possession or control, plans and specifications,engineering plans and studies, and other similar documents relating to theProperties.

 

(xvi)        Allkeys to the Properties in Sellers’ possession, subject to any rights of Sellers’occupancy that survive the Closing;

 

(xvii)       TheManagement Agreement;

 

(xviii)      TheC&S Lease Extension Amendment;

 

(xix)         TheAssignment and Assumption of Leases;

 

(xx)          TheBill of Sale, Assignment and Assumption of Contracts; and

 

(xxi)         TheParking License Assignment.

 

2.6                                 Adjustmentsas of the Closing Date. Accrued Rental income and all other accrued incomerelating to the Properties, real and personal property ad valorem taxes,insurance premiums (if and to the extent that policies are continued forperiods subsequent to the Closing Date), utility charges, common areamaintenance charges and operating charges pursuant to any reciprocal easementagreements or similar agreements, and other operating expenses of eachProperty, shall be prorated to the Closing Date, based upon actual daysinvolved. Sellers shall be responsible for all real and personal property taxespayable by any Seller for any period prior to and including the Closing Date.Sellers and Purchaser acknowledge that tenants have made estimated payments forsuch tenants’ proportionate share of taxes, insurance, common area maintenanceand other charges (“NNN Charges”) that are reimbursable to the landlordunder such tenant leases. Purchaser and Manager (as defined in Section 2.13hereof) shall make a final reconciliation of 2004 NNN Charges on or beforeApril 30, 2005. Sellers shall be entitled to any amounts collected from tenantsin 2005 and attributable to periods on or before the Closing Date, and shall beliable for any amounts due to tenants and attributable to periods on or beforethe Closing Date. Purchaser shall be entitled to any amounts collected fromtenants in 2005 and attributable to periods after the Closing Date, and shallbe liable for any amounts due to tenants and attributable to periods after theClosing Date. All accrued charges pursuant to Contracts and utility charges (whetheror not service is continued by Purchaser) for periods prior to and includingthe Closing Date shall be determined as of the Closing Date and paid by Sellers(“Accrued Expenses”). Any of such Accrued Expenses for periods prior toand including the Closing Date which have not been paid and are not reflectedon the closing statement prepared by Sellers and Purchaser as of the ClosingDate shall be paid by the Sellers prior to delinquency (subject to Sellers’right to contest same). SLVE shall also receive any and all income or paymentsrelated to (a) TIF Reimbursements, and (b) TXU/Oncor Reimbursements. Purchasershall make a good-faith attempt to collect delinquent rents the same forSellers’ benefit after the

 

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Closing and after first applying any such rental payments so receivedto rents and late charges and the costs of collection thereof in each caseaccruing after the Closing Date, the remainder of such collections, if any,shall be remitted to Sellers promptly upon receipt by Purchaser or Sellersafter Closing (up to the amount of such delinquent rents); provided, however,that nothing contained herein shall be construed to require Purchaser toinstitute any suit or collection procedure to collect such delinquent rents.Purchaser need not attempt to collect rents that are more than ninety daysdelinquent and the foregoing obligation of Purchaser to remit any amounts inrespect thereof to Sellers shall also terminate ninety days after the ClosingDate, except as to recovery of 2004 NNN Charges, which shall terminate onDecember 31, 2005. To the extent that the actual amount of all such charges,expenses and income referred to in this section are unavailable on the ClosingDate, the foregoing prorations shall be based on estimates using the mostrecently available statement for each such item to be prorated (provided that,if the actual amount of real and personal property ad valorem taxes and specialassessments for the present tax year are not available, the proration shall bebased upon the taxes for the previous tax year) and, if after the Closing Datethe actual amount of any such closing proration that was based on an estimateis determined to be more or less than the amount adjusted for at Closing, theparties shall promptly (but no later than the date which is the firstanniversary of the Closing Date) adjust such proration.

 

2.7                                 SecurityDeposits. All security deposits and any prepayment of rental or other sumsattributable to any period beyond the Closing Date, collected (and, except tothe extent previously returned to tenants whether presently held) by theSellers under the terms of any Leases shall be retained by the Sellers atClosing.

 

2.8                                 Titleand Survey Costs. Sellers shall pay and incur the costs for the Survey and thepremium for the Owner’s Policy (exclusive of endorsements), all transfer taxes,and their own attorneys’ fees. Purchaser shall pay the premium for allendorsements to the Title Policy, including the Survey Endorsement, and its ownattorneys’ fees, provided that Sellers shall pay the premium for anyendorsements which Sellers elect, in Sellers’ sole discretion, to provide in orderto satisfy any of Purchaser’s Title Objections pursuant to Section 6.2(b).

 

2.9                                 MortgageLiens. At Closing, Sellers shall cause the Mortgage Liens to be released ator prior to Closing, with Sellers having the right to apply the Purchase Priceor a portion thereof for such purpose.

 

2.10                           “FreeRent” Credit. At Closing, Purchaser shall receive a credit to the Purchase Pricein the amount equal to all unreimbursed costs due to tenants of the Propertiesfor tenant improvements or abated rent in lieu of reimbursement for tenantimprovement costs as well as all leasing commissions due brokers under theLeases all of which Sellers represent and warrant are identified in ExhibitE hereto to the extent due or existing as of the Closing Date.

 

2.11                           Escrow.At Closing, Escrow Agent shall withhold a portion of the Purchase Price in theamount of $1,303,121.00 (together with any interest thereon, the “EscrowFunds”) to be held in escrow pursuant to an escrow agreement in formreasonably acceptable to Sellers, Purchaser and Escrow Agent (the “EscrowAgreement”), and to be disbursed to Sellers or Purchaser pursuant to theEscrow Agreement as provided below.

 

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(a)                                  MasterLease Escrow. $1,051,926.00 (“Master Lease Escrow”) of the EscrowFunds shall be escrowed on account of leases expiring on or before October 31, 2005,in the amounts and for the locations set forth on Exhibit F-l hereto(the “Expiring Leases”). Sellers, through the Manager (defined below),shall have the continuing right until October 31, 2006 to renew Expiring Leasesor to replace each tenant to the Expiring Leases for a new lease term of notless than one (1) year, and to receive from the Master Lease Escrow an amountequal to the value assigned to each such Expiring Lease location. Tenantimprovement costs, leasing commissions and, on a monthly basis, up to but notin excess of the first twelve (12) months of base rent and expensereimbursements following termination of lease which is not renewed, and othercosts incurred by Sellers and/or the Manager in renewing or reletting each suchExpiring Lease location shall be the sole cost and expense of Sellers.Following the termination of any Expiring Lease or the renewal of any ExpiringLease upon financial terms less advantageous than the Expiring Lease, Purchasershall be entitled to withdraw on a monthly basis (for a period of time not toexceed twelve (12) months with respect to each such Expiring Lease) from theMaster Lease Escrow an amount equal to (x) the amount of the base rent andexpense reimbursements with respect to any Expiring Lease not renewed and (y)the amount (if any) by which the base rent and expense reimbursements for anyExpiring Lease exceed the same for any renewal thereof. Sellers shall providePurchaser with originals of any amendments of Leases or new Leases negotiatedby Sellers, which shall be executed by Purchaser provided that such amendmentsor new Leases are on the minimum terms set forth on Exhibit F-l.

 

Sellers shall be entitled to receive the balance of the Master LeaseEscrow applicable to any Expiring Lease upon the occurrence of a leasing event(the “Leasing Event”) with respect to such Expiring Lease (net of fundsdrawn to pay lease costs as described above) remaining in the Master LeaseEscrow on a lease by lease basis. For the purposes hereof, a Leasing Eventshall have occurred when (1) the existing tenant shall have renewed its leaseor otherwise extended its total occupancy on the minimum terms and conditionsset forth herein and in Exhibit F-l; (2) if the existing tenant hasvacated, then Sellers shall have entered into a binding lease with areplacement tenant on the minimum terms and conditions set forth herein and in ExhibitF-l, which tenant shall have (3) taken occupancy of the total premises andaccepted the premises as delivered by Sellers (and Sellers shall have completedany punchlist items remaining to be completed); (4) tenant is in occupancy andopen for business; (5) tenant has made the first payment of rent due under thelease; and (6) a Certificate of Occupancy shall have been issued.

 

(b)                                 VacancyEscrow. $251,195.00 (“Vacancy Escrow”) of the Escrow Funds shall beescrowed on account of vacant space, in the amounts and for the locations set forthon Exhibit F-2 hereto (the “Vacant Space”). Sellers, through theManager (defined below), shall have the continuing right until October 31, 2006to lease each Vacant Space on the minimum terms set forth on Exhibit F-2,and to receive from the Vacancy Escrow an amount equal to the value assigned toeach lease of such Vacant Space location pursuant to the formula set forthbelow. Tenant improvement costs, leasing commissions and other costs incurredby Sellers and/or the Manager in renewing or reletting each such Vacant Spacelocation shall be the sole cost and expense of Sellers. Upon the execution of alease with respect to any Vacant Space, Sellers shall have the right to draw onfunds

 

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deposited in the Vacancy Escrow for tenant improvements and commissionsin connection with the lease-up of such space in amounts not to exceed $15.00per square foot for tenant improvements and $3.00 per square foot for leasingcommissions with respect to Vacant Space never leased before, and not to exceed$5.00 per square foot for tenant improvements and $3.00 per square foot for spacepreviously leased; provided further, that with regards to vacant space that isnever leased, the balance of funds remaining for tenant improvements andcommissions shall remain with Purchaser. The foregoing amounts represent thelimits on the amounts by which Sellers may draw on funds deposited in theVacancy Escrow but Sellers shall have the right (but Sellers shall not have anobligation) to expend amounts in excess of such amounts. Sellers shall providePurchaser with originals of any new Leases negotiated by Sellers, which shallbe executed by Purchaser provided that such Leases are on the minimum terms setforth on Exhibit F-2 and on a lease form previously approved byPurchaser.

 

If at 5:00 p.m., Dallas, Texas time on April 30, 2006 (the “EscrowTermination Date”), any amount of the Escrow Funds remain (subject tooffset for amounts, if any, for which Sellers have previously qualified, asevidenced by a written notice accompanied by such additional items as may benecessary under the Escrow Agreement to verify Sellers’ right to draw from theEscrow Funds), then such remainder shall be released to Purchaser on the firstbusiness day after the Escrow Termination Date without further instruction orauthorization necessary (and the remaining amount, if any, due to Sellers underthe Escrow Agreement shall be disbursed to Sellers promptly upon Escrow Agent’sreview and confirmation of Sellers’ notice claiming such funds). Upon fulldisbursement of the Escrow Funds, the Escrow Agreement shall terminate and shallbe of no further force or effect. Notwithstanding anything in this Agreement orthe Escrow Agreement to the contrary, in no event will Sellers’ obligationsunder the Escrow Agreement exceed the amount of the Escrow Funds.

 

2.12                           Earnout.Within thirty (30) days after Purchaser’s receipt of written notice fromSellers that a Leasing Event has occurred with respect to any portion of theVacant Space, Purchaser shall pay the applicable Seller (in immediatelyavailable funds) an amount (the “Earnout Payment”) equal to the quotientobtained by dividing the product of (x) annual base rent sent forth in suchlease (less the amount, if any, by which the pass-through amount paid by thetenant is less than 100% of such tenant’s proportionate share) multiplied by thetotal square footage of leasing space demised by such lease, by (y) the baserent divider of 6.8875; provided however, that in no event (i) shall theaggregate amount of the Earnout Payments made exceed $6,398,316.00 and (ii)shall Purchaser be obligated to make any Earnout Payment after November 30,2006 regardless of the aggregate amounts of Earnout Payments paid to Seller onor before such date. The provisions of this Section 2.12 shall survive theClosing.

 

Purchaser and Sellers hereby acknowledge and agree that certain of thespace within Building 3C (i) constitutes space for which a Leasing Event couldoccur as provided on Exhibit F-1, (ii) is subject to one or moreExpiring Leases as provided on Exhibit F-1, and (iii) constitutes VacantSpace hereunder as provided on Exhibit F-2. SLVW may, in its solediscretion and from time to time, designate an Affiliate of SLVW to which anypayments or distributions under Sections 2.11 and 2.12 hereof(including, without limitation, any Earnout Payment) may be made.

 

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2.13                           Management Agreement; C&S Lease ExtensionAmendment. Contemporaneouslywith Closing, (a) Purchaser shall enter into a new sub-management agreement forthe on-site property management of the Properties with Cooper & Stebbins,L.P. (the “Manager”) in form reasonably acceptable to Purchaser andManager (the “Management Agreement”), on the following terms andconditions: (1) the term shall expire not earlier than October 31, 2007, (2)Manager will provide customary on-site management functions and staff, (3)Purchaser shall reimburse Manager for all expenses incurred in providing suchmanagement functions, provided such expenses are incurred in accordance with abudget approved by Purchaser, (4) Purchaser will provide all accountingservices to the Purchaser and will collect all management fee income on behalfof the Purchaser, and (5) Manager’s duties shall be progressively transitionedover to Purchaser beginning on October 31, 2006, and (b) Purchaser shall causethe SLVWII Partnership to enter into an amendment to the existing leaseagreement with Manager in form reasonably acceptable to Purchaser and Manager(the “C&S Lease Extension Amendment”), on the following terms andconditions: (i) the lease term shall expire contemporaneously with theManagement Agreement, and (ii) Manager, as tenant thereunder, shall have theright to terminate such lease upon 30 days prior written notice in the eventthat the Management Agreement terminates for any reason prior to the expirationdate thereof. The terms of this Section 2.13 shall survive the Closing.Notwithstanding the foregoing, Manager shall be required to agree tosubordinate the sub-management agreement to the loan documents of any lenderand agree that such lender may terminate the sub-management agreement in theevent of a default under such lender’s loan.

 

**ARTICLE IIIREPRESENTATIONS AND WARRANTIES**

 

3.1                                 Representations and Warranties of Sellers. Sellers, individually and collectively asset forth below, represent and warrant to Purchaser as of the date of thisAgreement and as of the Closing Date that;

 

(a)                                  Authority of Sellers. Each of the Sellers represents and warrantsthat the execution and delivery of this Agreement by such Sellers and eachother agreement, instrument, certificate and document to be executed by suchSellers hereunder and the performance by such Sellers of its obligations underthis Agreement have been duly and validly authorized by all necessary action onthe part of such Sellers. Each of the Sellers represents and warrants that thisAgreement constitutes a legal, valid, and binding obligation of such Sellersand is enforceable against such Sellers in accordance with its terms, except tothe extent that (i) enforcement may be limited by or subject to any bankruptcy,insolvency, reorganization, moratorium, or similar Laws now or hereafter in effectrelating to or limiting creditors’ rights generally and (ii) the remedy ofspecific performance and injunctive and other forms of equitable relief aresubject to certain equitable defenses and to the discretion of the court orother similar person or entity before which any proceeding therefor may bebrought.

 

(b)                                 No Conflicts or Violations. Each of the Sellers hereby represents and warrantsthat the execution and delivery of this Agreement by each of the Sellers does not,and the performance by each of the Sellers of such Sellers’ obligations underthis Agreement and the consummation of the transactions contemplated herebywill not: (i) violate any term or provision of any Law or any writ, judgment,decree, or injunction

 

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applicable to such Sellers, except such violations that do not have aMaterial Adverse Effect on the Properties; (ii) conflict with or result in aviolation or breach of any of the provisions of the governing documents of suchSellers, except such conflicts, violations, or breaches that do not have aMaterial Adverse Effect on the Properties; or (iii) conflict with or result ina violation or breach of any Contract to which such Sellers is a party, exceptsuch conflicts, violations, or breaches that do not have a Material AdverseEffect on such Sellers.

 

(c)                                  Nota Foreign Person. Each of the Sellers represents and warrants that it isnot a “foreign person” but is a “United States person” as such terms aredefined in the Foreign Investment in Real Property Tax Act of 1980 and §§1445and 7701 of the Code; that is to say, each such Sellers represents that it is acitizen or a resident of the United States, a domestic partnership, a domesticcorporation, or an estate or trust which is not a foreign estate or foreigntrust within the meaning of § 7701(a)(31) of the Code.

 

(d)                                 NoCondemnation. SLVE, SLVW, SLVWII, SLCV and SLCVII represent and warrant,respectively, that to Sellers’ Knowledge, there is no pending condemnationproceeding affecting the SLVE Property, SLVW Property, SLVWII Property, SLCVProperty or the SLCVII Property, respectively, or any portion thereof. NeitherSLVE, SLVW, SLVWII, SLCV nor SLCVII has received any written notice of any suchproceeding with respect to the SLVE Property, SLVW Property, SLVWII Property,SLCV Property or SLCVII Property, respectively, and neither SLVE, SLVW, SLVWII,SLCV nor SLCV have received any written notice or has any knowledge that anysuch proceeding is contemplated with respect to the SLVE Property, SLVWProperty, SLVWII Property, SLCV Property or the SLCVII Property, respectively.

 

(e)                                  NoLitigation. SLVE, SLVW, SLVWII, SLCV and SLCVII represent and warrant thatexcept as shown on Section 3.1 (e) to the Disclosure Schedule, there isno action, suit, proceeding, arbitration, unsatisfied order or judgment, governmentalinvestigation or claim pending or threatened (and to Sellers’ Knowledge thereare no claims, situations or facts or circumstances which could be reasonablybelieved to give rise to any of the foregoing) against or affecting the SLVEProperty, SLVW Property, SLVWII Property, SLCV Property and the SLCVIIProperty, respectively, or any portion thereof.

 

(f)                                    NoOther Contracts. SLVE, SLVW, SLVWII, SLCV and SLCVII, respectively,represent and warrant that except for the Permitted Exceptions and as shown on Section3.1(f) of the Disclosure Schedule, there are no Contracts relating to theSLVE Property, SLVW Property, SLVWII Property, SLCV Property or SLCVIIProperty, respectively, or any portion thereof.

 

(g)                                 Brokers.SLVE, SLVW, SLVWII, SLCV and SLCVII, respectively, represent and warrant thatall negotiations relative to this Agreement and the transactions contemplatedhereby have been carried out by Sellers directly with Purchaser, without the interventionof any Person on behalf of Sellers in such manner as to give rise to any valid claimby any Person against Purchaser for a finder’s fee, brokerage commission, or similarpayment, except for Holiday Fenoglio Fowler, L.P.

 

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(h)                                 Consents.SLVE, SLVW, SLVWII, SLCV and SLCVII, respectively, represent and warrant thatno consent, license, approval, order, permit or authorization of anyGovernmental Agency is required to be obtained or made and no consent of anyother third party, is required to be obtained by Sellers in connection with theexecution, delivery and performance of this Agreement and any of thetransactions contemplated hereby.

 

(i)                                     TheSLVE Real Property consists of approximately 2.5250 acres of land, andapproximately 11,400 square feet of net rentable square feet, and located at1580 East Southlake Blvd, Southlake, Texas and commonly known as Block 23 andSLVE has good and indefeasible title to the SLVE Real Property, subject to alleasements, restrictions, reservations and covenants now of record and furthersubject to all matters that a current, accurate survey would show, togetherwith the Permitted Encumbrances;

 

(j)                                     TheSLVW Real Property consists of approximately 15.9897 acres of land, andapproximately 62,657 square feet of net rentable square feet, and located at140 State Street, 1235 Main Street, 1230 Main Street, 1240 Main Street, 300Grand Avenue, 1200 Prospect Street, Southlake, Texas and commonly known asParking Lot, Building 1C, Building 2B, Parking Lot, Parking Lot and Block 10and SLVW has good and indefeasible title to the SLVW Real Property, subject toall easements, restrictions, reservations and covenants now of record andfurther subject to all matters that a current, accurate survey would show,together with the Permitted Encumbrances;

 

(k)                                  TheSLVWII Real Property consists of approximately 2.0498 acres of land, andapproximately 141,499 square feet of net rentable square feet, and located at180 State Street, 112 State Street, 1256 Main Street and 1200 Main Street,Southlake, Texas and commonly known as Building 1B, Building 1A, Building 2Cand Building 2A and SLVWII has good and indefeasible title to the SLVWII RealProperty, subject to all easements, restrictions, reservations and covenantsnow of record and further subject to all matters that a current, accuratesurvey would show, together with the Permitted Encumbrances;

 

(l)                                     TheSLCV Real Property consists of approximately 8.9198 acres of land, andapproximately 70,212 square feet of net rentable square feet, and located at1450 Main Street, 1440 Main Street, 1430 E. Southlake Blvd., 141 Grand Avenue,1431 Main Street, Southlake, Texas and commonly known as Building 4B, ParkingLot, Building 5G, Parking Lot and Building 5C and SLCV has good andindefeasible title to the SLCV Real Property, subject to all easements,restrictions, reservations and covenants now of record and further subject toall matters that a current, accurate survey would show, together with thePermitted Encumbrances;

 

(m)                               TheSLCVII Real Property consists of approximately 1.4598 acres of land, andapproximately 118,526 square feet of net rentable square feet, and located at1422 Main Street, 181 Grand Avenue and 115 Grand Avenue, Southlake, Texas andcommonly known as Building 4C, Building 5B and Building 5A and SLCVII has goodand indefeasible title to the SLCVII Real Property, subject to all easements,restrictions,

 

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reservations and covenants now of record and further subject to allmatters that a current, accurate survey would show, together with the PermittedEncumbrances;

 

(n)                                 Section3.1(n) of the Disclosure Schedule sets forth all of the existing warrantiesapplicable to the Properties.

 

(o)                                 Sellershave not been served with process or other written notice of any litigation orproceeding pending or, to Sellers’ Knowledge, threatened against the Property,including but not limited to condemnation or eminent domain.

 

(p)                                 Allincome and expense statements delivered to Purchaser with respect to theProperty are true, correct and complete in all material respects.

 

(q)                                 Sellershave not received written notice of violations at or by the Properties ofzoning, building, subdivision, fire, air pollution, business occupancy orEnvironmental Requirements, rules or regulations relating to the Properties orof other governmental action affecting the Properties that have not been curedexcept as set forth in Section 3.1(q) of the Disclosure Schedule.

 

(r)                                    Sellershave not received written notice from any federal, state, county or municipalauthority as to the existence of any Hazardous Materials at the Properties.

 

(s)                                  Therent roll attached hereto as part of the Disclosure Schedule contains acomplete list of all leases affecting the Properties and the copies of suchLeases provided to Purchaser are complete and correct in all material respects.Except as otherwise disclosed to Purchaser in the Property Information, in anytenant estoppel certificate, the rent roll attached to the Disclosure Schedule,the Leases are in full force and effect and to Seller’s Knowledge there is nomonetary default (other than with respect to the payment of basic rent not morethan 20 days past due) nor any material non-monetary default under any of theLeases.

 

(t)                                    Thereare no other Contracts other than the Contracts affecting the Properties or theoperation thereof as set forth in the Disclosure Schedule attached hereto, andthe copies of such Contracts provided to Purchaser are complete and correct andto Seller’s knowledge, Seller is not in default thereunder.

 

(u)                                 Sellersown all of the landlords’ interest in the Leases and the property owners’interest in the Contracts and the personal property. Seller’s interest in theContracts, Leases, and personal property is free and clear of all encumbrances,and has not been assigned to any other person, except for collateralassignments to lenders which will be released at Closing

 

(v)                                 Sellers’representations and warranties set forth in this Agreement shall survive theClosing for a period of one (1) year (the “Survival Period”). As acondition precedent to Purchaser’s obligation to close the purchase and saletransaction contemplated in this Agreement, Sellers’ representations andwarranties contained herein must remain and be true and correct in all materialrespects as of the Closing Date. Purchaser shall have the right to bring anaction against the Sellers on the breach of a

 

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representationor warranty hereunder, but only upon the condition that Purchaser first learnsof the breach after Closing and gives written notice of such breach to theSellers before the end of the Survival Period and files such action on orbefore the first day following the second anniversary of the Closing Date.Sellers shall have no liability after Closing for the breach of a representationor warranty hereunder of which Purchaser had knowledge as of Closing.Notwithstanding any other provision of this Agreement, any agreementcontemplated by this Agreement, or any rights which Purchaser might otherwisehave at law, equity, or by statute, whether based on contract or some otherclaim, as of the Closing Date. Purchaser agrees that any liability of Sellersto Purchaser will be limited to $5,400,000.00. The provisions of this Sectionshall survive the Closing.

 

3.2                                 Purchaser’s Representations and Warranties. Purchaser hereby represents and warrants toSellers as of the date hereof and as of the Closing Date as follows:

 

(a)                                  Organization. Purchaser is a corporation duly organized,validly existing, and in good standing under the Laws of the State of Illinoisand has the requisite corporate power and authority to enter into thisAgreement and to perform its obligations under this Agreement.

 

(b)                                 Authority. The execution and delivery of this Agreement by Purchaser and theperformance by Purchaser of its obligations under this Agreement have been dulyand validly authorized by all requisite corporate action on the part ofPurchaser. This Agreement constitutes a legal, valid, and binding obligation ofPurchaser and is enforceable against Purchaser in accordance with its terms,except to the extent that (i) enforcement may be limited by or subject to any bankruptcy,insolvency, reorganization, moratorium, or similar Laws now or hereafter ineffect relating to or limiting creditors, rights generally and (ii) the remedyof specific performance and injunctive and other forms of equitable relief aresubject to certain equitable defenses and to the discretion of the court orother similar person or entity before which any proceeding therefor may be brought.

 

(c)                                  No Conflicts or Violations. The execution and delivery of thisAgreement by Purchaser do not, and the performance by Purchaser of Purchaser’sobligations under this Agreement will not:

 

(i)                                     violate any term or provision of anyapplicable Law or any writ, judgment, decree, or injunction applicable toPurchaser, except such violations that do not have a Material Adverse Effect;

 

(ii)                                  conflict with or result in a violation orbreach of any of the provisions of the articles or certificate of incorporationor bylaws of Purchaser, except such conflicts, violations, or breaches that donot have a Material Adverse Effect; or

 

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(iii)                               conflictwith or result in a violation or breach of any Contract to which Purchaser is aparty, except such conflicts, violations, or breaches that do not have aMaterial Adverse Effect.

 

(d)                                 Litigation.There is no action, suit, or proceeding pending, or (to the knowledge ofPurchaser) threatened, against Purchaser, at Law or in equity, in, before, orby any person or entity that, if adversely determined, would have a MaterialAdverse Effect.

 

(e)                                  Purchasefor Investment. The Properties will be acquired by Purchaser or itsassignee for its own account for the purpose of investment and not for thepurpose or with the intent of a distribution or other sale and dispositionthereof. Purchaser shall not transfer or otherwise dispose of any of theProperties, or any interest therein, in such manner as to violate anyprovisions of the Securities Act of 1933, as amended, or of any securities Lawsof any state or other jurisdiction regulating the disposition thereof. This Section3.2(e) shall survive the Closing.

 

(f)                                    Brokers.All negotiations relative to this Agreement and the transactions contemplatedhereby have been carried out by Purchaser directly with Sellers and itsAffiliates, without the intervention of any Person on behalf of Purchaser insuch manner as to give rise to any valid claim by any Person against Sellers orits Affiliates for a finder’s fee, brokerage commission, or similar payment,except for Holliday Fenoglio Fowler, L.P., whose commission shall be paid bySellers pursuant to a separate written agreement.

 

(g)                                 NoThird-Party Financing. Purchaser will not rely on third-party equity to beraised or any third-party financing. Sellers will not provide, and Purchaserwill not require, any documentation in the form of subordination,non-disturbance and attornment agreements running to the benefit of anythird-party lender.

 

3.3                                 Disclaimer:Release; Indemnity.

 

(a)                                  DisclaimersBy Sellers. Except as expressly set forth in this Agreement, it isunderstood and agreed that Sellers and Sellers’ agents or employees have not atany time made and are not now making, and they specifically disclaim, anywarranties, representations or guaranties of any kind or character, express orimplied, with respect to the Properties, including, but not limited to,warranties, representations or guaranties as to (a) matters of title, (b)environmental matters relating to the Properties or any portions thereof,including, without limitation, the presence of Hazardous Materials in, on,under or in the vicinity of the Properties, (c) geological conditions,including, without limitation, subsidence, subsurface conditions, water table,underground water reservoirs, limitations regarding the withdrawal of water,and geologic faults and the resulting damage of past and/or future faulting,(d) whether, and to the extent to which the Properties or any portions thereofare affected by any stream (surface or underground), body of water, wetlands,flood prone area, flood plain, floodway or special flood hazard, (e) drainage,(f) soil conditions, including the existence of instability, past soil repairs,soil additions or conditions of soil fill, or susceptibility to landslides, orthe sufficiency of

 

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any undershoring, (g) the presence of endangered species or anyenvironmentally sensitive or protected areas, (h) zoning or buildingentitlements to which the Properties or any portions thereof may be subject,(i) the availability of any utilities to the Properties or any portions thereofincluding, without limitation, water, sewage, gas and electric, (j) usages ofadjoining property, (k) access to the Properties or any portions thereof, (l) thevalue, compliance with the plans and specifications, size, location, age, use,design, quality, description, suitability, structural integrity, operation,title to, or physical or financial condition of the Properties or any portionthereof, or any income, expenses, charges, liens, encumbrances, rights orclaims on or affecting or pertaining to the Properties or any parts thereof,(m) the condition or use of the Properties or compliance of the Properties withany or all past, present or future federal, state or local Laws, (n) theexistence or non-existence of underground storage tanks, surface impoundments,or landfills, (o) any other matter affecting the stability and integrity of theProperties, (p) the potential for further development of the Properties, (q)the merchantability of the Properties or fitness of the Properties for anyparticular purpose, (r) the truth, accuracy or completeness of the PropertyInformation, (s) tax consequences, or (t) any other matter or thing withrespect to the Properties.

 

(b)                                 Sale“As Is, Where Is”. Subject to the terms and provisions hereof and except asotherwise provided herein, Purchaser acknowledges and agrees that upon Closing,Purchaser shall accept the Properties conveyed **“AS****IS, WHERE IS, WITH ALL****FAULTS,”** except to the extent expressly provided otherwisein this Agreement and any document executed by Sellers and delivered toPurchaser at Closing. Except as expressly set forth in this Agreement,Purchaser has not relied and will not rely on, and Sellers have not made and isnot liable for or bound by, any express or implied warranties, guarantees,statements, representations or information pertaining to the Properties orrelating thereto (including specifically, without limitation, PropertyInformation packages distributed with respect to the Properties) made orfurnished by Sellers, or any property manager, real estate broker, agent orthird party representing or purporting to represent Sellers, to whomever madeor given, directly or indirectly, orally or in writing. Purchaser representsthat it is a knowledgeable, experienced and sophisticated purchaser of realestate and that, except as expressly set forth in this Agreement, it is relyingsolely on its own expertise and that of Purchaser’s consultants and shall makean independent verification of the accuracy of any documents and informationprovided by Sellers. Purchaser will conduct such inspections and investigationsof the Properties as Purchaser deems necessary, including, but not limited to,the physical and environmental conditions thereof, and shall rely upon same. Byfailing to terminate this Agreement prior to the expiration of the InspectionPeriod, Purchaser acknowledges that Sellers have afforded Purchaser a fullopportunity to conduct such investigations of the Properties as Purchaserdeemed necessary to satisfy itself as to the condition of the Properties andthe existence or non-existence or curative action to be taken with respect toany Hazardous Materials on or discharged from the Properties, and will relysolely upon same and not upon any information provided by or on behalf ofSellers or their agents or employees with respect thereto, other than suchrepresentations, warranties and covenants of Sellers as are expressly set forthin this Agreement. Upon Closing, Purchaser shall assume the risk that adversematters, including, but not limited to, adverse physical or constructiondefects or adverse

 

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environmental, health or safety conditions, may not have been revealedby Purchaser’s inspections and investigations. Purchaser hereby represents andwarrants to Sellers that: (a) Purchaser is represented by legal counsel inconnection with the transaction contemplated by this Agreement; and (b)Purchaser is purchasing the Properties for business, commercial, investment orother similar purpose and not for use as Purchaser’s residence. Purchaserwaives any and all rights or remedies it may have or be entitled to, derivingfrom disparity in size or from any significant disparate bargaining position inrelation to Sellers.

 

(c)                                  SellersReleased from Liability. Purchaser acknowledges that it will have theopportunity to inspect the Properties during the Inspection Period, and duringsuch period, observe the physical characteristics and existing conditions andthe opportunity to conduct such investigation and study on and of theProperties and adjacent areas as Purchaser deems necessary, and except asotherwise provided herein Purchaser hereby FOREVER RELEASES AND DISCHARGES Sellersfrom all responsibility and liability, including without limitation, liabilitiesunder any Environmental Laws, regarding the condition, valuation, salability orutility of the Properties, or their suitability for any purpose whatsoever(including, but not limited to, with respect to the presence in the soil, air,structures and surface and subsurface waters, of Hazardous Materials or othermaterials or substances that have been or may in the future be determined to betoxic, hazardous, undesirable or subject to regulation and that may need to bespecially treated, handled and/or removed from the Property, current or futurefederal, state and local laws, regulations or guidelines, and any structuraland geologic conditions, subsurface soil and water conditions and solid andhazardous waste and Hazardous Materials on, under, adjacent to or otherwiseaffecting the Properties). Purchaser further hereby WAIVES (and by Closing thistransaction will be deemed to have WAIVED) any and all objections andcomplaints (including, but not limited to, federal, state and local statutoryand common law based actions, and any private right of action under any federal,state or local laws, regulations or guidelines to which the Property is or maybe subject, including, but not limited to, any Environmental Laws) concerningthe physical characteristics and any existing conditions of the Properties. Purchaserfurther hereby assumes the risk of changes in applicable Laws relating to past,present and future environmental conditions on the Properties and the risk thatadverse physical characteristics and conditions, including, without limitation,the presence of Hazardous Materials or other contaminants, may not have beenrevealed by its investigation.

 

(d)                                 Survival.The terms and conditions of this Section 3.3 shall expressly survive theClosing and not merge with the provisions of any Closing documents. Purchaseracknowledges and agrees that the disclaimers and other agreements set forth hereinare an integral part of this Agreement and that Sellers would not have agreedto consummate this transaction for the Purchase Price without the disclaimersand other agreements set forth above.

 

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**ARTICLE IVCONDITIONS TO OBLIGATIONS OF PURCHASER**

 

The obligations of Purchaser hereunder are subject to the fulfillment,at or before the Closing, of each of the following conditions (all or any ofwhich may be waived in whole or in part by Purchaser):

 

4.1                                 Representationsand Warranties. The representations and warranties made by Sellers in thisAgreement and the disclosures of Sellers in the Disclosure Schedule and allother schedules and exhibits attached hereto shall be true in all materialrespects as of the date hereof and shall be true in all material respects onand as of the Closing Date as though such representations, warranties anddisclosures were made on and as of the Closing Date.

 

4.2                                 Performance.Sellers shall have performed and complied in all material respects with allagreements, covenants, obligations, and conditions required by this Agreementto be so performed or complied with by Sellers at or before the Closing Date.

 

4.3                                 NoInjunction. There shall not be in effect on the Closing Date any writ, judgment,injunction, decree, or similar order of any court or Governmental Authority, orotherwise, restraining, enjoining, or otherwise preventing consummation of any ofthe transactions contemplated by this Agreement.

 

4.4                                 NoProceeding or Litigation. There shall not be instituted, pending, or (tothe Knowledge of Purchaser or Sellers) threatened, any action, suit,investigation, or other proceeding in, before, or by any court or GovernmentalAuthority to restrain, enjoin, or otherwise prevent consummation of any of thetransactions contemplated by this Agreement.

 

4.5                                 Sellers’Closing Deliveries. Sellers shall have delivered to Purchaser on or before theClosing all of the deliveries required under this Agreement.

 

4.6                                 TenantEstoppel Certificates. Sellers shall have delivered tenant estoppel certificatessubstantially in the form of Exhibit G hereto (or, if a tenant’s Leasespecifies or contemplates another form of tenant estoppel certificate, then suchother specified or contemplated form) executed by 75% of the retail tenants and75% of the office tenants occupying improvements located on the Propertieswhich estoppels must include estoppels from 75% of the tenants (the “MajorTenants”) listed on Exhibit G-l attached hereto, with the balance thereofdelivered within sixty (60) days of Closing. Sellers shall not be obligated toexpend any funds in connection with obtaining any such tenant estoppelcertificates, and the failure of Sellers to obtain any such tenant estoppelcertificates shall not be a breach or default hereunder. If Sellers are unableto deliver the tenant estoppel certificates referred to in this Section 4.6,then Purchaser’s sole remedies and recourses shall be limited to either (a)waiving the requirement for the tenant estoppel certificate(s) in question andproceeding to Closing without reduction of the Purchase Price or (b)terminating this Agreement by immediate notification to Sellers and receivingthe immediate return of all of the Earnest Money including, but not limited to,any portion that may have been designated as the Breakup Fee.

 

4.7                                 TitlePolicy. The title company shall be prepared to issue the Owner’s Policy.

 

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4.8                                 GrandAvenue Agreement. SLTS Grand Avenue, L.P. and Purchaser shall have executedan agreement regarding the purchase of the parcels of land described on ExhibitI, and there shall be no default of either party thereunder.

 

4.9                                 GroundLeases. Simultaneously with the Closing, Purchaser and SLTS Grand Avenue,L.P. shall have executed ground leases with respect to certain parcels of landdescribed on Exhibit J upon terms mutually acceptable to Purchaser andSLTS Grand Avenue, L.P., in their sole and absolute discretion.

 

4.10                           Sellers’Representations and Warranties. All of Sellers’ representations and warrantiesshall be true and accurate in all material respects as of the Closing Date.

 

In the event that any of the foregoing conditions precedent are not metor fulfilled on the Closing Date and so long as Purchaser is not in defaulthereunder, Purchaser may (a) terminate this Agreement and receive the immediatereturn of all of the Earnest Money including, but not limited to, any portionthat may have been designated as the Breakup Fee, or (b) elect to closenotwithstanding the non-satisfaction of such condition, in which eventPurchaser shall be deemed to have waived any such condition. In the eventPurchaser elects to close, notwithstanding the non-satisfaction of suchcondition, Purchaser shall be deemed to have waived said condition, and thereshall be no liability on the part of Sellers therefor.

 

**ARTICLE VCONDITIONS TO OBLIGATIONS OF SELLERS**

 

The obligations of Sellers hereunder are subject to the fulfillment, ator before the Closing, of each of the following conditions (all or any of whichmay be waived in whole or in part by Sellers):

 

5.1                                 Representationsand Warranties. The representations and warranties made by Purchaser inthis Agreement shall be true in all material respects as of the date hereof andshall be true in all material respects on and as of the Closing Date as thoughsuch representations and warranties were made on and as of the Closing Date.

 

5.2                                 Performance.Purchaser shall have performed and complied in all material respects with allagreements, covenants, obligations, and conditions required by this Agreement tobe so performed or complied with by Purchaser at or before the Closing Date.

 

5.3                                 NoInjunction. There shall not be in effect on the Closing Date any writ, judgment,injunction, decree, or similar order of any court or Governmental Authority, orotherwise, restraining, enjoining, or otherwise preventing consummation of any ofthe transactions contemplated by this Agreement.

 

5.4                                 NoProceeding or Litigation. There shall not be instituted, pending, or (tothe Knowledge of Purchaser or Sellers) threatened, any action, suit,investigation, or other proceeding in, before, or by any court or GovernmentalAuthority to restrain, enjoin, or otherwise prevent consummation of any of thetransactions contemplated by this Agreement.

 

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5.5                                 Purchaser’sClosing Deliveries. Purchaser shall have delivered to Sellers on or beforeClosing all of the deliveries required under this Agreement.

 

5.6                                 GrandAvenue Agreement. SLTS Grand Avenue, L.P. and Purchaser shall have executedan agreement regarding the purchase of the parcels of land described on ExhibitI, and there shall be no default of either party thereunder.

 

5.7                                 GroundLeases. Simultaneously with the Closing, Purchaser and SLTS Grand Avenue,L.P. shall have executed ground leases with respect to certain parcels of landdescribed on Exhibit J upon terms mutually acceptable to Purchaser andSLTS Grand Avenue, L.P., in their sole and absolute discretion.

 

In the event that any of the foregoing conditions precedent are not metor fulfilled on the Closing Date and so long as Sellers are not in defaulthereunder, Sellers may (a) terminate this Agreement and receive the immediatedelivery of all of the Earnest Money including, but not limited to, any portionthat may have been designated as the Breakup Fee, or (b) elect to closenotwithstanding the non-satisfaction of such condition, in which event Sellersshall be deemed to have waived any such condition. In the event Sellers electto close, notwithstanding the non-satisfaction of such condition, Sellers shallbe deemed to have waived said condition, and there shall be no liability on thepart of Purchaser therefor.

 

**ARTICLE VITITLE AND SURVEY**

 

6.1                                 Deliveryof Title Commitment and Survey. Within five (5) days of the Effective Date,Sellers shall deliver to Purchaser the following items:

 

(a)                                  TitleCommitment. The Title Commitment (as hereinafter defined), together withlegible copies of any and all title exception documents referenced therein. The“Title Commitment” shall mean a commitment or commitments for one ormore TLTA Owner’s Title Insurance Policy (Form B) for the Real Property issuedby the Chicago Title Insurance Company in the full amount of the PurchasePrice, covering title to the Real Property on or after the date hereof, showingPurchaser as owner of the Real Property in fee simple, and providing for fullextended coverage over all general title exceptions contained in such policiesand containing the following special endorsements to the extent available (collectively,the “Special Title Endorsements”), owner’s comprehensive, access, survey(legal description equivalency), contiguity (if applicable), encroachment (ifapplicable), non-imputation, and deletion of the arbitration provision andcreditors’ rights provision. The Owner’s Policy described herein together withthe Special Endorsements is referred to herein as the Title Policy.

 

(b)                                 Survey.An ALTA ACSM Title Survey of the Real Property prepared in accordance with theMinimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys jointlyestablished by the American Land Title Association and the American Congress onSurveying and Mapping in 1999, that meets the accuracy requirements of an UrbanSurvey, as defined therein, and includes items 1, 3, 4, 6, 7 (a, b and c), 8-11and 13-16 of Table A thereof (the “Survey”).

 

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6.2                                 Titleand Survey Objections.

 

(a)                                  Inthe event (i) the Survey shows any easement, right-of-way, encroachment,conflict, protrusion or other matter affecting the Real Property that is unacceptableto Purchaser, or (ii) any exceptions appear in the Title Commitment that are unacceptableto Purchaser, Purchaser shall notify Sellers in writing of such facts (“Purchaser’sTitle Objections”) not later than 5:00 p.m. Central Time upon the date whichis the later of November 5, 2004 or five (5) business days after the datePurchaser has received delivery of both the Survey and Title Commitment (the “TitleApproval Period”), but in no event later than the expiration of theInspection Period.  Upon the expirationof the Title Approval Period, except for Purchaser’s Title Objections, MonetaryLiens (as hereafter defined), and any other matters arising subsequent to the dateof the Survey and Title Commitment, Purchaser shall be deemed to have accepted theSurvey, the Title Commitment and all matters shown or addressed therein,including, without limitation, any easement, right of way, encroachment,conflict, discrepancy, overlapping of improvements, protrusion, lien,encumbrance, restriction, condition, covenant, exception or other matter withrespect thereto (collectively, the “Approved Title Matters”).

 

(b)                                 Notwithstandinganything to the contrary contained herein, except for any Monetary Liens andany matters created by Sellers after the date of the Title Commitment, Sellersshall have no obligation to take any steps or bring any action or proceeding orotherwise to incur any effort or expense whatsoever to eliminate or modify anyof Purchaser’s Title Objections; provided, however, Sellers, at their soleoption, may attempt to eliminate or modify all or a portion of Purchaser’sTitle Objections to Purchaser’s reasonable satisfaction prior to the ClosingDate. In the event Sellers are unable or unwilling to attempt to eliminate ormodify all of Purchaser’s Title Objections to the reasonable satisfaction ofPurchaser, Sellers shall provide written notice thereof to Purchaser withinfive (5) business days of its receipt of Purchaser’s Title Objections (“Sellers’Notice”). Purchaser may thereafter elect to close notwithstanding Purchaser’sTitle Objections (in which case Sellers shall have no liability to eliminate ormodify, and Purchaser shall take the Property subject to the Purchaser’s TitleObjections) or Purchaser may (as its sole and exclusive remedy) terminate thisAgreement by delivering notice thereof in writing to Sellers, in which eventneither party shall have any obligation hereunder other than the SurvivingObligations and Purchaser shall be entitled to return all of the Earnest Money,including any portion thereof that may have been designated as the Breakup Fee.Sellers shall cause all mortgages, deeds of trust and monetary liens (includingliens for delinquent taxes, mechanics’ liens and judgment liens) affecting the Propertyand all indebtedness secured thereby (the “Monetary Liens”) to besatisfied, released and discharged of record on or prior to the Closing Date.

 

**ARTICLE VIIMISCELLANEOUS**

 

7.1                                 Notices.Any notice or other communication given pursuant to this Agreement must be inwriting and (a) delivered personally, (b) sent by telefacsimile or othersimilar facsimile transmission, (c) delivered by overnight express or (d)e-mail as follows:

 

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| (a)    | If to Purchaser:                                                                                                                                                                                                  |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                              |
|   | Inland Real Estate Acquisitions, Inc.  1700 Alma Road  Plano, Texas 75075  Attn: Matthew Tice  Telephone: (972) 442-6770  Facsimile: (972) 429-9017  E-Mail: tice@inlandgroup.com                                 |
|   |                                                                                                                                                                                                              |
|   | The Inland Real Estate Group, Inc  2901 Butterfield Road  Oak Brook, Illinois 60523  Attn: Dennis K. Holland, Esq.  Telephone: (630) 218-8000  Facsimile: (630) 218-4900  E-Mail: dholland@inlandgroup.com        |
|   |                                                                                                                                                                                                              |
| (b)    | If to Sellers:                                                                                                                                                                                                    |
|   |                                                                                                                                                                                                              |
|   | Southlake Venture East, L.P.  Southlake Venture West, L.P.  SL Venture West II, L.P.  Southlake Central Venture  SL Central Venture II, L.P.                                                                      |
|   |                                                                                                                                                                                                              |
|   | c/o Cooper & Stebbins, L.P.                                                                                                                                                                                   |
|   | 1256 Main Street, Suite 240                                                                                                                                                                                       |
|   | Southlake, Texas 76092                                                                                                                                                                                            |
|   | Attention: Frank S. Bliss                                                                                                                                                                                         |
|   | Telephone: (817) 329-8400                                                                                                                                                                                         |
|   | Facsimile: (817) 251-8717                                                                                                                                                                                         |
|   | E-Mail: fbliss@southlaketownsquare.com                                                                                                                                                                            |
|   |                                                                                                                                                                                                              |
|   | with a copy to:                                                                                                                                                                                                   |
|   | Winstead Sechrest & Minick P.C.  5400 Renaissance Tower  1201 Elm Street  Dallas, Texas 75270  Attention: John Nolan, Esq.  Telephone: (214) 745-5217  Facsimile: (214) 745-5390  E-mail: jnolan@winstcad.com |

 

All notices and other communications required or permitted under thisAgreement that are addressed as provided in this Section 8.1 will (A) ifdelivered personally be deemed given when delivered or if by overnight express,be deemed given the day after deposited with an overnight

 

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carrier; (B) if delivered by telefacsimile or similar facsimiletransmission, be deemed given when electronically confirmed; and (C) if sent bye-mail when sent. Any party from time to time may change its address for thepurpose of notices to that party by giving a similar notice specifying a newaddress, but no such notice will be deemed to have been given until it isactually received by the party sought to be charged with the contents thereof.

 

7.2                                 EntireAgreement. Except for documents executed by Sellers and Purchaser pursuanthereto, this Agreement supersedes all prior discussions and agreements betweenthe parties with respect to the subject matter of this Agreement, and thisAgreement contains the sole and entire agreement between the parties heretowith respect to the subject matter hereof.

 

7.3                                 Expenses.Except as otherwise expressly provided in this Agreement, each of Sellers andPurchaser will pay its own costs and expenses in connection with this Agreementand the transactions contemplated hereby.

 

7.4                                 PublicAnnouncement. Neither party hereto shall make any public announcement ordisclosure of any information related to this Agreement to outside brokers orthird parties, before or after the Closing, without the prior written specificconsent of the other party; however, either party may disclose the terms andconditions of this Agreement if required by Law or court order, and to itsattorneys, accountants, employees and existing or prospective financialpartners provided same are advised by such party of the confidential nature ofsuch terms and conditions and agree to maintain the confidentiality thereof (ineach case, prior to disclosure). The consent by either party to any disclosuresshall not be deemed to be a waiver on the part of such party of any prohibitionagainst any future disclosure. Notwithstanding the foregoing, Purchaser maymake any and all SEC filings deemed appropriate by Purchaser.

 

7.5                                 FurtherAssurance. Sellers and Purchaser agree that, from time to time after the Closing,upon the reasonable request of the other, they will cooperate and will causetheir respective Affiliates to cooperate with each other to effect the orderlytransition of the business, operations, and affairs of Sellers. Withoutlimiting the generality of the foregoing, (a) Sellers will provide, and willcause its respective Affiliates to provide, representatives of Purchaser reasonableaccess to all books and records of Sellers and their Affiliates reasonablyrequested by Purchaser in the preparation of any post-Closing financialstatements, reports, Tax Returns, or Tax filings of Sellers; (b) Purchaser willprovide, representatives of Sellers reasonable access to all pre-Closing booksand records of Sellers reasonably requested by Sellers in the preparation of anypost-Closing financial statements, reports, Tax Returns, or Tax filings ofSellers; and (c) each party hereto will execute such documents and instrumentsas the other party hereto may reasonably request containing terms andconditions mutually satisfactory to each party hereto to further effectuate theterms hereof.

 

7.6                                 Waiver.Any term or condition of this Agreement may be waived at any time by the partythat is entitled to the benefit thereof. Such waiver must be in writing andmust be executed by an executive officer of such party. A waiver on oneoccasion will not be deemed to be a waiver of the same or any other breach ornonfulfillment on a future occasion. All remedies, either under this Agreement,or by Law or otherwise afforded, will be cumulative and not alternative.

 

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7.7                                 Amendment.This Agreement may be modified or amended only by a writing duly executed by oron behalf of Sellers and Purchaser.

 

7.8                                 Counterparts.This Agreement may be executed simultaneously in any number of counterparts,each of which will be deemed an original, but all of which will constitute oneand the same instrument.

 

7.9                                 NoThird Party Beneficiary. Except as otherwise set forth herein, the termsand provisions of this Agreement are intended solely for the benefit ofSellers, Purchaser, and their respective successors and permitted assigns, andit is not the intention of the parties to confer third-party beneficiary rightsupon any other person or entity.

 

7.10                           GoverningLaw. This Agreement will be governed by and construed and enforced inaccordance with the Laws of the State of Texas (without regard to theprinciples of conflicts of Law) applicable to a Contract executed andperformable in such state.

 

7.11                           BindingEffect. This Agreement is binding upon and will inure to the benefit of theparties and their respective successors and permitted assigns.

 

7.12                           LimitedAssignment. Neither this Agreement nor any right or obligation hereunder orpart hereof may be assigned by any party hereto without the prior writtenconsent of the other party hereto (and any attempt to do so will be void),except as otherwise specifically provided herein. Notwithstanding theforegoing, Purchaser shall have the right to assign this Agreement on or beforethe fifth day prior to the Closing Date to an Affiliate of Purchaser, any Affiliateof The Inland Real Estate Group, Inc., or any Affiliate of Inland WesternRetail Real Estate Trust, Inc.; provided, however, that Purchaser shall remainliable for all obligations of Purchaser under this Agreement. Purchaser mayassign this Agreement and its rights hereunder to any affiliate,

 

7.13                           Provisions.If any provision of this Agreement is held to be illegal, invalid, or unenforceableunder any present or future Law, and if the rights or obligations under this Agreementof Sellers and Purchaser will not be materially and adversely affected thereby,(a) such provision will be fully severable; (b) this Agreement will beconstrued and enforced as if such illegal, invalid, or unenforceable provisionhad never comprised a part hereof; (c) the remaining provisions of thisAgreement will remain in full force and effect and will not be affected by theillegal, invalid, or unenforceable provision or by its severance herefrom; and (d)in lieu of such illegal, invalid, or unenforceable provision, there shall beadded automatically as part of this Agreement a legal, valid, and enforceableprovision as similar in terms to such illegal, invalid, or unenforceableprovision as may then be legal, valid and enforceable under applicable Law.

 

7.14                           Confidentiality.Sellers and Purchaser have entered into the Confidentiality Agreement datedSeptember 22, 2004, attached hereto and incorporated herein.

 

7.15                           Condemnation.If, prior to the Closing, action is initiated to take any of the Property byeminent domain proceedings or by deed in lieu thereof, Purchaser may either ator prior to Closing (a) terminate this Agreement and receive a full refund ofall of the Earnest Money, including any amount designated as a Breakup Fee, or(b) consummate the Closing, in

 

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which latter event all of the Sellers’ assignable right, title andinterest in and to the award of the condemning authority shall be assigned toPurchaser at the Closing and there shall be no reduction in the Purchase Price.

 

7.16                           Casually.Except as otherwise provided in this Agreement, Sellers assume all risks andliability for damage to or injury occurring to the Properties by fire, storm,accident, or any other casualty or cause until the Closing has been consummated.If the Properties, or any part thereof, suffers any damage in excess of$2,000,000.00 or in any amount that would allow any of the Major Tenants toabate rent or terminate their lease prior to the Closing from fire or othercasualty which Sellers, at their sole option, does not elect to repair,Purchaser may either at or prior to Closing (a) terminate this Agreement andreceive a full refund of the Earnest Money, or (b) consummate the Closing, inwhich latter event all of Sellers’ right, title and interest in and to theproceeds of any insurance covering such damage to the extent the amount of suchinsurance does not exceed the Purchase Price, shall be assigned to Purchaser atthe Closing and Purchaser shall receive a credit for the deductible. If theProperty, or any part thereof, suffers any damage equal to or less than$2,000,000.00 prior to the Closing, Purchaser agrees that it will consummatethe Closing and accept the assignment of the proceeds of any insurance coveringsuch damage plus an amount equal to Sellers’ deductible under its insurancepolicy and there shall be no reduction in the Purchase Price.

 

7.17                           Maintenanceand Contracts. From the Effective Date of this Agreement until the Closingor earlier termination of this Agreement:

 

(a)                                  Sellersshall operate and maintain the Properties in the ordinary course of businessconsistent with the manner in which it has heretofore been operated and maintained.Sellers shall maintain property and casualty insurance on the Properties in thesame amounts and for the same coverage as it has heretofore maintained for the Property.

 

(b)                                 Sellerswill perform all the Sellers’ respective material obligations under theContracts. Sellers will not, without the prior written consent of Purchaser(which consent will not be unreasonably withheld or delayed), modify, enterinto, or renew any Contract.

 

7.18                           Leasing.From the Effective Date of this Agreement through the expiration of the InspectionPeriod, Sellers will not, without the prior written consent of Purchaser (whichconsent will not be unreasonably withheld or delayed), modify, enter into, orrenew any Leases. Purchaser’s failure to respond in writing within four (4)business days of Sellers’ request for consent shall be deemed an approval ofSellers’ request, provided that at the time of any request for approval, ifthere remain less than four (4) business days prior to the expiration of the InspectionPeriod, the Inspection Period shall be extended to give Purchaser at least four(4) business days to respond. Subsequent to the expiration of the InspectionPeriod, Sellers shall not modify, enter into, or renew any leases except uponthe express written consent of Purchaser which may be granted or withheld inPurchaser’s sole and absolute discretion.

 

7.19                           1031Exchange. Sellers intend that the transactions contemplated herein possiblyqualify for an Internal Revenue Service Code Section 1031 exchange (“1031Exchange”) and

 

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Purchaser will, at no cost to Purchaser, cooperate with and makecommercially reasonable efforts to facilitate the use by Sellers of a “QualifiedIntermediary” to hold the net proceeds from the transactions contemplatedhereunder which are to be disbursed to Sellers at the Closing for the purposeof obtaining like-kind exchange treatment under a 1031 Exchange; provided,however, that (i) the Property shall be directly conveyed by the Sellers toPurchaser at Closing, (ii) such qualification will not unreasonably delay thetime and date of the Closing and (iii) Purchaser will not bear any additionalexpenses, fees or costs in connection with such qualification. Purchaser isagreeing to so cooperate as an accommodation to Seller and Purchaser does notwarrant, represent or guarantee any fact to Sellers related to such 1031Exchange treatment or the process to be used by Sellers in their attempt toobtain such treatment.

 

[THE REMAINDER OF THIS PAGE LEFTINTENTIONALLY BLANK]

SIGNATURE PAGES FOLLOW

 

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INWITNESS WHEREOF, this Agreement has been duly executed as of the dates setforth below, by the duly authorized representatives of Sellers and Purchaser.

 
| **SELLERS****:**                  |                                                                         |
|-----------------------------------|------------------------------------------------------------------------------|
|                              |                                                                         |
|                              |                                                                         |
| **SOUTHLAKE  VENTURE WEST L.P.,** | ** **                                                                   |
| a  Texas limited partnership,     |                                                                         |
|                              |                                                                         |
| By:                               | RIALTO  SOUTHLAKE WEST, L.P.,  a Texas limited partnership,  General Partner |   |
|                              |                                                                         |
|                              | By:                                                                          | CS  SOUTHLAKE, L.L.C.,  a Texas limited liability company,  General Partner |   |
|                              |                                                                         |
|                              |                                                                         |
|                              | By:                                                                          | /s/ Brian R. Stebbins |   |   |
|                              | Brian  R. Stebbins,                                                          |   |
|                              | Managing  Member                                                             |   |
|                              |                                                                         |
|                              |                                                                         |
| Date  of Signature:               |                                                                         |   |   |
| ** **                        |                                                                         |
| ** **                        |                                                                         |
| **SOUTHLAKE  VENTURE EAST L.P.,** |                                                                         |
| a  Texas limited partnership,     |                                                                         |
|                              |                                                                         |
| By:                               | RIALTO  SOUTHLAKE EAST, L.P.,  a Texas limited partnership,  General Partner |   |
|                              |                                                                         |
|                              |                                                                         |
|                              | By:                                                                          | CS  SOUTHLAKE, L.L.C.,  a Texas limited liability company,  General Partner |   |
|                              |                                                                         |
|                              |                                                                         |
|                              | By:                                                                          | /s/ Brian R. Stebbins |   |   |
|                              | Brian  R. Stebbins,                                                          |   |
|                              | Managing  Member                                                             |   |
|                              |                                                                         |
|                              |                                                                         |
| Date  of Signature:               |                                                                         |   |   |
|                                   |                                                                              |  |  |  |  |  |  |

 

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| **SL****VENTURE WEST II, L.P.,**a Texas limited partnership |                                                                           |
|-------------------------------------------------------------|--------------------------------------------------------------------------------|
|                                                        |                                                                           |
|                                                        |                                                                           |
| By:                                                         | SL VENTURE WEST, LLC,  a Texas limited liability company,  its General Partner |   |
|                                                        |                                                                           |
|                                                        | By:                                                                            | SOUTHLAKE VENTURE WEST, L.P.,

a Texas limited partnership,  its Managing Member |   |
|                                                        |                                                                           |
|                                                        | By:                                                                            | RIALTO SOUTHLAKE WEST, L.P.,

a Texas limited partnership,

its General Partner |   |
|                                                        |                                                                           |
|                                                        | By:                                                                            | CS SOUTHLAKE, LLC,  a Texas limited liability company,  its General Partner |   |
|                                                        |                                                                           |
|                                                        |                                                                           |
|                                                        |                                                                           |
|                                                        | By:                                                                            | /s/ Brian R. Stebbins |   |   |
|                                                        | Brian R. Stebbins                                                              |   |
|                                                        | Its Managing Member                                                            |   |
|                                                             |                                                                                |  |  |  |  |  |  |

 

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| **SOUTHLAKE  CENTRAL VENTURE,** |                                                                                      |
|---------------------------------|-------------------------------------------------------------------------------------------|
| a Texas joint venture,          |                                                                                      |
|                            |                                                                                      |
| By:                             | SOUTHLAKE VENTURE EAST L.P.,  a Texas limited partnership,  Its Authorized Joint Venturer |   |
|                            |                                                                                      |
|                            | By:                                                                                       | RIALTO SOUTHLAKE EAST, L.P.,  a Texas limited partnership,  Its Authorized General Partner |   |
|                            |                                                                                      |
|                            | By:                                                                                       | CS SOUTHLAKE, LLC,  a Texas limited liability company  Its Authorized General Partner |   |
|                            |                                                                                      |
|                            |                                                                                      |
|                            | By:                                                                                       | /s/ Brian R. Stebbins |   |   |
|                            |   Brian R. Stebbins                                                             |   |
|                            |   Managing Member                                                               |   |
|                            |                                                                                      |
|                            | By:                                                                                       | SOUTHLAKE VENTURE WEST, L.P.,

a Texas limited partnership,  Its Authorized Joint Venturer |   |
|                            |                                                                                      |
|                            | By:                                                                                       | RIALTO SOUTHLAKE WEST L.P.,  a Texas limited partnership,  Its Authorized General Partner |   |
|                            |                                                                                      |
|                            | By:                                                                                       | CS SOUTHLAKE, LLC,  a Texas limited liability company,  Its Authorized General Partner |   |
|                            |                                                                                      |
|                            |                                                                                      |
|                            | By:                                                                                       | /s/ Brian R. Stebbins |   |   |
|                            |   Brian R. Stebbins                                                             |   |
|                            |   Managing Member                                                               |   |
|                            |                                                                                      |
|                            |                                                                                      |
| Date of Signature:              |                                                                                      |   |   |
|                                 |                                                                                           |  |  |  |  |  |  |  |  |  |  |  |

 

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| **SL CENTRAL****VENTURE II, L.P.,** |                                                                                          |
|-------------------------------------|-----------------------------------------------------------------------------------------------|
| a  Texas limited partnership        |                                                                                          |
|                                |                                                                                          |
| By:                                 | SL  CENTRAL VENTURE, LLC,  a Texas limited liability company

Its  Authorized General Partner |   |
|                                |                                                                                          |
|                                | By:                                                                                           | SOUTHLAKE  CENTRAL VENTURE,  a Texas joint venture,

Its  Authorized Managing Member |   |
|                                |                                                                                          |
|                                | By.                                                                                           | SOUTHLAKE  VENTURE EAST, L.P.,  a Texas limited partnership,

Its  Authorized Joint Venturer |   |
|                                |                                                                                          |
|                                | By:                                                                                           | RIALTO  SOUTHLAKE EAST, L.P.,  a Texas limited partnership,  Its Authorized General Partner |   |
|                                |                                                                                          |
|                                | By:                                                                                           | CS  SOUTHLAKE, LLC,  a Texas limited liability company  Its Authorized General Partner |   |
|                                |                                                                                          |
|                                | By:                                                                                           | /s/ Brian R. Stebbins |   |   |
|                                | Brian  R. Stebbins                                                                            |   |
|                                | Its  Authorized Managing Member                                                               |   |
|                                |                                                                                          |
|                                |                                                                                          |
|                                | By:                                                                                           | SOUTHLAKE  VENTURE WEST, L.P.,

a  Texas limited partnership,

Its  Authorized Joint Venturer |   |
|                                |                                                                                          |
|                                | By:                                                                                           | RIALTO  SOUTHLAKE WEST, L.P.,

a  Texas limited partnership,

Its  Authorized General Partner |   |
|                                |                                                                                          |
|                                | By:                                                                                           | CS  SOUTHLAKE, LLC,  a Texas limited liability company,  Its Authorized General Partner |   |
|                                |                                                                                          |
|                                | By:                                                                                           | /s/ Brian R. Stebbins |   |   |
|                                | Brian R. Stebbins                                                                             |   |
|                                | Its Authorized Managing Member                                                                |   |
|                                     |                                                                                               |  |  |  |  |  |  |  |  |

 

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| ** ** | **PURCHASER****:**                                                     |
|------------|------------------------------------------------------------------------|
|       |                                                                   |
|       |                                                                   |
| ** ** | **INLAND REAL ESTATE ACQUISITIONS,**

**INC.,**an Illinois corporation |
|       |                                                                   |
|       |                                                                   |
|       |                                                                   |
|       | By:                                                                    | /s/ G. Joseph Cosenza |   |
|       |                                                                   | Name: | G. Joseph Cosenza |   |
|       |                                                                   | Title: | President |   |
|            |                                                                        |  |  |  |  |

 

 

ExhibitA – Form of Special Warranty DeedExhibit B-1 – Description, of the SLVE PropertyExhibit B-2 – Description of the SLVW PropertyExhibit B-2(a) – Description of Building 3CExhibit B-3 – Description of the SLVWII PropertyExhibit B-4 – Description of the SLCV PropertyExhibit B-5 – Description of the SLCVII PropertyExhibit C – Purchase Price Allocation

ExhibitD – Stages of Inspection Period

ExhibitE – Free Rent Credit

ExhibitF-l – Master Lease Escrow and Earn-OutExhibit F-2 – Vacancy Escrow and Earn-Out

ExhibitG – Form of Tenant Estoppel CertificateExhibit G-1 – Major TenantsExhibit H – Form of Audit Response LetterExhibit I – Description of Property subject to the Grand Avenue ContractExhibit J – Description of Property subject to the Ground LeasesDisclosure Schedule

 

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