Exhibit 10.5


 


EXECUTION COPY


 


SECURITIES PURCHASE AND
SUBSCRIPTION AGREEMENT


 


AMONG


 


MINTO BUILDERS (FLORIDA), INC.,


 


MINTO (DELAWARE), LLC,


 


MINTO HOLDINGS INC.


 


AND


 


INLAND AMERICAN REAL ESTATE TRUST, INC.


 


DATED AS OF


 


OCTOBER 11, 2005


 





















 


TABLE OF CONTENTS


 


	
  ARTICLE I

  	
   

  	
  DEFINITIONS

  	
   

  	
  1

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE II

  	
   

  	
  SALE AND PURCHASE OF PURCHASED
  SHARES

  	
   

  	
  8

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 2.1.

  	
   

  	
  Sale and Purchase of Purchased Shares

  	
   

  	
  8

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 2.2.

  	
   

  	
  Initial Closing

  	
   

  	
  8

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 2.3.

  	
   

  	
  Reserved

  	
   

  	
  8

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 2.4.

  	
   

  	
  Subsequent Closings

  	
   

  	
  9

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 2.5.

  	
   

  	
  Company Net Worth Adjustment

  	
   

  	
  9

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE III

  	
   

  	
  REPRESENTATIONS AND WARRANTIES
  OF THE COMPANY, MINTO DELAWARE AND MINTO HOLDINGS

  	
   

  	
  10

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 3.1.

  	
   

  	
  Organization and Good Standing

  	
   

  	
  10

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 3.2.

  	
   

  	
  Authorization; No Violation

  	
   

  	
  10

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 3.3.

  	
   

  	
  Enforceability

  	
   

  	
  11

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 3.4.

  	
   

  	
  Capitalization

  	
   

  	
  11

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 3.5.

  	
   

  	
  Subsidiaries

  	
   

  	
  12

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 3.6.

  	
   

  	
  Consents

  	
   

  	
  12

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 3.7.

  	
   

  	
  Reports and Financial Statements; Undisclosed
  Liabilities

  	
   

  	
  12

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 3.8.

  	
   

  	
  Absence of Certain Developments

  	
   

  	
  13

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 3.9.

  	
   

  	
  Indebtedness to and from Officers, Directors
  and Affiliates

  	
   

  	
  14

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 3.10.

  	
   

  	
  Taxes

  	
   

  	
  14

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 3.11.

  	
   

  	
  Solvency

  	
   

  	
  15

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 3.12.

  	
   

  	
  Title to
  Assets

  	
   

  	
  16

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 3.13.

  	
   

  	
  Material
  Contracts and Obligations

  	
   

  	
  16

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 3.14.

  	
   

  	
  Sufficiency
  of Assets

  	
   

  	
  16

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 3.15.

  	
   

  	
  Licenses

  	
   

  	
  16

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 3.16.

  	
   

  	
  Compliance
  with Law

  	
   

  	
  16

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 3.17.

  	
   

  	
  Litigation

  	
   

  	
  17

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 3.18.

  	
   

  	
  Employees;
  Employee Benefit Plans

  	
   

  	
  17

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 3.19.

  	
   

  	
  Investment
  Company

  	
   

  	
  17

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 3.20.

  	
   

  	
  Corporate
  Documents, Books and Records

  	
   

  	
  17

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 3.21.

  	
   

  	
  Exception from
  Registration

  	
   

  	
  18

  



 


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  SECTION 3.22.

  	
   

  	
  Brokers’
  Fees

  	
   

  	
  18

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 3.23.

  	
   

  	
  Transaction Costs

  	
   

  	
  18

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 3.24.

  	
   

  	
  Accountants

  	
   

  	
  18

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 3.25.

  	
   

  	
  Amendments to
  Organizational Documents

  	
   

  	
  18

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 3.26.

  	
   

  	
  Indebtedness

  	
   

  	
  18

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 3.27.

  	
   

  	
  Environmental
  Matters

  	
   

  	
  19

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 3.28.

  	
   

  	
  Labor and
  Employment Matters

  	
   

  	
  19

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 3.29.

  	
   

  	
  Insurance

  	
   

  	
  19

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 3.30.

  	
   

  	
  Ownership
  of Minto Delaware and Minto Holdings

  	
   

  	
  20

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 3.31.

  	
   

  	
  Restructuring
  Transaction

  	
   

  	
  20

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IV

  	
   

  	
  PURCHASER’S
  REPRESENTATIONS

  	
   

  	
  20

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 4.1.

  	
   

  	
  Private
  Placement

  	
   

  	
  20

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 4.2.

  	
   

  	
  Brokers or Finders

  	
   

  	
  21

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 4.3.

  	
   

  	
  Authorization

  	
   

  	
  21

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 4.4.

  	
   

  	
  Enforceability

  	
   

  	
  21

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 4.5.

  	
   

  	
  No Conflicts

  	
   

  	
  21

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 4.6.

  	
   

  	
  REIT
  Ownership Limitations

  	
   

  	
  22

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE V

  	
   

  	
  CONDITIONS TO
  THE PURCHASER’S OBLIGATIONS TO PURCHASE

  	
   

  	
  22

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 5.1.

  	
   

  	
  Conditions of the Purchaser’s
  Obligations Prior to the Initial Closing

  	
   

  	
  22

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 5.2.

  	
   

  	
  Conditions of the Purchaser’s
  Obligations Prior to any Subsequent Closing

  	
   

  	
  23

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VI

  	
   

  	
  CONDITIONS TO
  THE COMPANY’S OBLIGATIONS

  	
   

  	
  24

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 6.1.

  	
   

  	
  Conditions of the Company’s
  Obligations Prior to the Initial Closing

  	
   

  	
  24

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 6.2.

  	
   

  	
  Conditions of the Company’s
  Obligations Prior to any Subsequent Closing

  	
   

  	
  25

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VII

  	
   

  	
  COVENANTS
  APPLICABLE TO THE COMPANY WHILE THE SERIES A PREFERRED STOCK IS HELD BY MINTO
  DELAWARE

  	
   

  	
  26

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 7.1.

  	
   

  	
  Corporate Existence

  	
   

  	
  26

  



 


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  SECTION 7.2.

  	
   

  	
  Insurance

  	
   

  	
  26

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 7.3.

  	
   

  	
  Taxes

  	
   

  	
  26

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 7.4.

  	
   

  	
  Inspection of
  Properties and Books

  	
   

  	
  26

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 7.5.

  	
   

  	
  Compliance with
  Laws, Contracts, Licenses and Permits

  	
   

  	
  26

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 7.6.

  	
   

  	
  REIT Ownership Limitations

  	
   

  	
  27

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 7.7.

  	
   

  	
  Operation and Election
  to Qualify as a REIT

  	
   

  	
  27

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VIII

  	
   

  	
  COVENANTS
  APPLICABLE TO DELIVERY OF FINANCIAL INFORMATION

  	
   

  	
  27

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 8.1.

  	
   

  	
  Annual Statements

  	
   

  	
  27

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 8.2.

  	
   

  	
  Quarterly Statements

  	
   

  	
  28

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 8.3.

  	
   

  	
  Officer’s Certificates

  	
   

  	
  28

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IX

  	
   

  	
  TAX MATTERS

  	
   

  	
  28

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 9.1.

  	
   

  	
  Tax Returns

  	
   

  	
  28

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 9.2.

  	
   

  	
  Contest
  Provisions

  	
   

  	
  29

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 9.3.

  	
   

  	
  Refunds and
  Amended Returns

  	
   

  	
  30

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 9.4.

  	
   

  	
  Tax Treatment of
  Initial Property Acquisitions

  	
   

  	
  30

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 9.5.

  	
   

  	
  Assistance and
  Cooperation

  	
   

  	
  31

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE X

  	
   

  	
  SURVIVAL AND
  REMEDY; INDEMNIFICATION

  	
   

  	
  31

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 10.1.

  	
   

  	
  Survival

  	
   

  	
  31

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 10.2.

  	
   

  	
  Indemnification

  	
   

  	
  32

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 10.3.

  	
   

  	
  Limitations

  	
   

  	
  34

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 10.4.

  	
   

  	
  Exclusive Remedy

  	
   

  	
  35

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 10.5.

  	
   

  	
  Confidentiality

  	
   

  	
  35

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE XI

  	
   

  	
  NOTICES

  	
   

  	
  35

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE XII

  	
   

  	
  AMENDMENTS
  AND WAIVERS

  	
   

  	
  37

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE XIII

  	
   

  	
  CHOICE OF
  LAW; SUBMISSION TO JURISDICTION AND WAIVER OF JURY TRIAL; DISPUTE RESOLUTION

  	
   

  	
  37

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 13.1.

  	
   

  	
  Governing Law

  	
   

  	
  37

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 13.2.

  	
   

  	
  Consent To
  the Non-Exclusive Jurisdiction Of the Courts Of Illinois

  	
   

  	
  37

  



 


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  SECTION 13.3.

  	
   

  	
  Waiver Of Jury
  Trial

  	
   

  	
  38

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 13.4.

  	
   

  	
  Equitable
  Remedies

  	
   

  	
  38

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 13.5.

  	
   

  	
  Arbitration

  	
   

  	
  38

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE XIV

  	
   

  	
  ENTIRE
  AGREEMENT; COUNTERPARTS; SECTION HEADINGS

  	
   

  	
  40

  



 


iv





















 


SECURITIES PURCHASE AND
SUBSCRIPTION AGREEMENT


 


This SECURITIES
PURCHASE AND SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of October 11,
2005, is made and entered into by and among Minto Builders (Florida), Inc.,
a Florida corporation (the “Company”), Minto (Delaware), LLC, a Delaware
limited liability company (“Minto Delaware”), Minto Holdings Inc., a
Canadian corporation incorporated under the laws of Ontario (“Minto Holdings”)
and Inland American Real Estate Trust, Inc., a Maryland corporation (the “Purchaser”).


 


RECITALS


 


A.                                   The
Company wishes to issue and sell to the Purchaser and the Purchaser wishes to
subscribe for and purchase, in several tranches, 920,000 shares (the “Purchased
Shares”) of the Company’s convertible special voting stock, $0.01 par value
per share (the “Voting Shares”) for $1,276 per share, or an
aggregate of $1,173,920,000.


 


B.                                     Prior
to the issuance of the Purchased Shares to the Purchaser, Minto Delaware owns
23,000 shares of the Company’s common stock, $1.00 par value per share (the “Common
Stock”) and 207,000 shares of 3.5% Series A Cumulative Preferred
Stock, $0.01 par value per share (the “Series A Preferred Stock”).


 


C.                                     Minto
Delaware is a wholly owned subsidiary of Minto Holdings.


 


D.                                    The
Purchaser wishes to purchase the Purchased Shares on the terms and subject to
the conditions set forth in this Agreement.


 


NOW, THEREFORE, in
consideration of the premises and the mutual covenants contained in this
Agreement, the parties agree as follows:


 


ARTICLE I



DEFINITIONS


 


For all purposes
of this Agreement the following terms shall have the meanings set forth in this
Article I:


 


“Acquisition
Agreements” means the agreements related to the Company’s purchase of the
Initial Properties, each of which is executed on or prior to the date of this
Agreement.


 


“Affiliate
or Affiliates” means, with respect to any specified Person, any other
Person that, directly or indirectly, through one or more intermediaries,
controls, or is controlled by, or is under common control with the Person
specified.  For purposes of this
definition, control of a Person means the power, directly or indirectly, to
direct or cause the direction of the management and policies of such Person
whether by contract or otherwise.


 


“Agreement”
has the meaning specified in the introductory paragraph to this Agreement.


 





















 


“Amended
Charter” has the meaning specified in Section 6.1 of this Agreement.


 


“Applicable
Laws” means any and all applicable foreign, federal, state and local
statutes, laws, regulations, ordinances, policies, and rules or common law
(whether now existing or hereafter enacted or promulgated), of any and all
Governmental Authorities, and all applicable judicial and administrative,
regulatory or judicial decrees, judgments and orders, including common law rules and
determinations.


 


“Arbitrated
Claim” has the meaning specified in Section 13.5 of this Agreement.


 


“Arbitration
Answer” has the meaning specified in Section 13.5(c) of this
Agreement.


 


“Arbitration
Claimants” has the meaning specified in Section 13.5(c) of this
Agreement.


 


“Arbitration
Demand” has the meaning specified in Section 13.5(c) of this
Agreement.


 


“Arbitration
Reply” has the meaning specified in Section 13.5(c) of this
Agreement.


 


“Arbitration
Respondents” has the meaning specified in Section 13.5(c) of this
Agreement.


 


“Board”
means the Board of Directors of the Company.


 


“Business Day”
means each day other than a Saturday, a Sunday or any other day on which
banking institutions in the State of Illinois or in the Province of Ontario are
authorized or obligated by law or executive order to be closed.


 


“Bylaws”
means the bylaws of the Company, dated as of March 12, 1992.


 


“Capital
Securities” means, as to any Person that is a corporation, the authorized
shares of such Person’s equity, including all classes of common, preferred,
voting and non-voting equity, any non-equity securities that are convertible
into Capital Securities and any rights to purchase such shares of Capital
Securities, including, warrants, options, participants or other equivalents of
or interests therein (however designated), and, as to any Person that is not a
corporation or an individual, the ownership interests in such Person
acknowledged or consented to by such Person, including, without limitation, the
right to share in profits and losses, the right to receive distributions of
cash and property, and the right to receive allocations of items of income,
gain, loss, deduction and credit and similar items from such Person, whether or
not such interests include voting or similar rights entitling the holder
thereof to exercise control over such Person and any rights to purchase such
shares of Capital Securities, including, warrants, options, participants or
other equivalents of or interests therein (however designated).


 


“Charter”
means the articles of incorporation of the Company as from time to time amended
or modified, including, without limitation, the Amended Charter, the Series A
Articles of Amendment, the Series B Articles of Amendment and the Voting
Shares Articles of Amendment.


 


2





















 


“Code”
means the Internal Revenue Code of 1986, as amended, or any successor statute.


 


“Common Stock”
has the meaning specified in the Recitals of this Agreement.


 


“Company”
has the meaning specified in the introductory paragraph to this Agreement.


 


“Company
Historical Financial Statements” has the meaning specified in Section 3.7 of
this Agreement.


 


“Company Net
Worth” means (i) cash held by the Company (either held directly or
held in escrow on the Company’s behalf with a “qualified intermediary” as such
term is used in the Treasury Regulations promulgated under Section 1031 of
the Code) immediately prior to the date of this Agreement less (ii) all
liabilities and obligations reflected on the Opening Balance Sheet (including
the liabilities described in Section 3.22(a) of this Agreement to the
extent not assumed by an entity other than the Company) but excluding any
deferred taxes attributable to any transaction intended to qualify under Section 1031
of the Code.


 


“Confidential
Information” has the meaning set forth in Section 10.5 of this
Agreement.


 


“Consolidated”
or “consolidated” means, with reference to any term defined herein, that
term as applied to the Company’s accounts and all of its Subsidiaries’
accounts, that may in accordance with GAAP, be consolidated with the Company.


 


“Contracts”
has the meaning specified in Section 3.13 of this Agreement.


 


“Damages”
means “any and all costs, losses, Taxes, liabilities, obligations, lawsuits,
deficiencies, claims, demands, penalties, fines, and expenses, including,
without limitation, reasonable attorneys’ fees, accountants’ fees, fees and
expenses arising from environmental investigation, remediation or other
response action, costs and expenditures required or incurred to comply with
consent decrees, administrative orders, injunctions and other judicial
equitable relief, and all amounts paid in investigation, defense or settlement
of any of the foregoing.


 


“Disclosure
Schedule” means the Disclosure Schedule described in Article III
and attached hereto as Exhibit A.


 


“Employee
Programs” has the meaning specified in Section 3.18(a) of this
Agreement.


 


“Environment”
means soil, sediment, surface or subsurface strata, surface water, ground
water, ambient air and any biota living in or on such media.


 


“Environmental
Laws” means any federal, state or local statute, law, including common laws,
ordinance, regulation, rule, code, or binding order, including any judicial or
administrative order, consent decree, judgment, injunction, permit or
authorization, in each case having the force and effect of law, relating to the
pollution, protection, or restoration of the Environment, including, without
limitation, those relating to the use, handling, presence, transportation,
treatment, storage, disposal, release or discharge of Hazardous Materials.


 


3





















 


“ERISA”
means the Employee Retirement Income Security Act of 1974, as amended.


 


“ERISA
Affiliate” means of the Company if it would have ever been considered a
single employer with the Company under ERISA Section 4001(b) or part
of the same “controlled group” as the Company for purposes of ERISA Section 302(d)(8)(C).


 


“Exchange Act”
means the Securities Exchange Act of 1934, as amended, or any successor federal
statute, and the rules and regulations thereunder, all as the same shall
be in effect at the time.


 


“Generally
accepted accounting principles” or “GAAP” means accounting
principles which are (a) consistent with the principles promulgated or
adopted by the Financial Accounting Standards Board and its predecessors and
other recognized principle-setting bodies as in effect as of the date of the
relevant document, (b) applied on a basis consistent with prior periods,
and (c) such that a certified public accountant would, insofar as the use
of accounting principles is pertinent, be in a position to base an opinion as
to financial statements in which such principles have been properly applied.


 


“Governmental
Authority” means any nation or government, any state, province, county or
other political subdivision thereof, any entity exercising any executive,
legislative, judicial, regulatory or administrative functions of, or pertaining
to, government.


 


“Hazardous
Materials” means any “hazardous waste” as defined in either the Resource
Conservation and Recovery Act or regulations adopted pursuant to said act, any “hazardous
substances” or “pollutant” or “contaminant” as defined in the Comprehensive
Environmental Response, Compensation and Liability Act and, to the extent not
included in the foregoing, any petroleum or fractions thereof and any materials
subject to regulation under Environmental Laws.


 


“Indebtedness”
means all obligations, contingent and otherwise, which in accordance with GAAP
should be classified on the obligor’s balance sheet as liabilities, or to which
reference should be made by footnotes thereto, including without limitation, in
any event and whether or not so classified: 
(i) all debt and similar monetary obligations, whether direct or
indirect; (ii) all liabilities secured by any mortgage, pledge, security
interest, lien, charge or other encumbrance existing on property owned or
acquired subject thereto, whether or not the liability secured thereby shall
have been assumed; (iii) all guaranties, endorsements and other contingent
obligations whether direct or indirect in respect of Indebtedness or
performance of others, including any obligation to supply funds to or in any
manner to invest in, directly or indirectly, the debtor, to purchase
Indebtedness, or to assure the owner of Indebtedness against loss, through an
agreement to purchase goods, supplies or services for the purpose of enabling
the debtor to make payment of the Indebtedness held by such owner or otherwise,
and (iv) obligations to reimburse issuers of any letters of credit.


 


“Indemnified
Party” has the meaning specified in Section 10.2(d)(i) of this
Agreement.


 


“Indemnifying
Party” has the meaning specified in Section 10.2(d)(i) of this
Agreement.


 


“Initial
Closing” has the meaning specified in Section 2.2 of this Agreement.


 


4





















 


“Initial
Properties” means those properties listed on Exhibit G
hereof.


 


“Licenses”
has the meaning specified in Section 3.15 of this Agreement.


 


“Lien”
means (a) any encumbrance, mortgage, pledge, lien, charge or other
security interest of any kind (including any conditional sale or other title
retention agreement, any lease in the nature thereof and the filing of any
financing statement under the Uniform Commercial Code in any jurisdiction in
connection with the creation of a security interest) upon any property or
assets of any character, or upon the income or profits therefrom; (b) any
acquisition of or agreement to have an option to acquire any property or assets
upon conditional sale or other title retention agreement, device or arrangement
(including a capitalized lease); or (c) any sale, assignment, pledge or
other transfer for security of any accounts, general intangibles or chattel
paper, with or without recourse.


 


“Management
Agreements” means the Business Management Agreement, dated as of the date
hereof, by and between the Company and Inland American Business Manager and
Advisor, Inc., an Illinois corporation and any Property Management
Agreement entered into by and between the Company and any applicable property
manager from time to time.


 


“Material
Adverse Effect” means (a) an adverse effect on the validity or
enforceability of this Agreement or any of the Related Agreements in any
material respect, (b) a material adverse effect on the condition
(financial or other), business, prospects, results of operations or properties
of the applicable party thereto, or (c) an impairment of the ability of the
applicable party thereto to fulfill its obligations under this Agreement, or
any of the Related Agreements in any material respect.


 


“MBF” means
Minto Builders, LLC, a Florida limited liability company.


 


“MHF” means
Minto Holdings (Florida), Inc., a Florida corporation.


 


“Minto Delaware”
has the meaning specified in the introductory paragraph to this Agreement.


 


“Minto Holdings”
has the meaning specified in the introductory paragraph to this Agreement.


 


“Minto
Indemnitees” has the meaning specified in Section 9.1(b) of this
Agreement.


 


“Opening
Balance Sheet” has the meaning specified in Section 3.7 of this
Agreement.


 


“Ownership
Limit” has the meaning set forth in the Charter.


 


“Partial
Liquidation” has the meaning set forth in the Series A Articles of
Amendment.


 


“Person”
means an individual, partnership, corporation, association, trust, joint
venture, unincorporated organization, limited liability company, joint stock
company, and any


 


5





















 


government, governmental
department or agency or political subdivision thereof or any other entity.


 


“Purchased
Shares” has the meaning specified in the Recitals to this Agreement.


 


“Purchaser”
has the meaning specified in the introductory paragraph to this Agreement.


 


“Purchaser
Indemnitees” has the meaning specified in Section 9.1(a) of this
Agreement.


 


“Put/Call
Agreement” means the Put/Call Agreement, dated as of the date hereof, by
and among the Company, Minto Delaware and the Purchaser.


 


“REIT” has
the meaning specified in Section 4.6 of this Agreement.


 


“Related
Agreements” means the Series A Articles of Amendment, the Series B
Articles of Amendment, the Voting Shares Articles of Amendment, the
Shareholders Agreement, the Supplemental Shareholders Agreement, the Put/Call
Agreement, the Subscription Agreement and the Management Agreements.


 


“Securities Act”
means the Securities Act of 1933, as amended, or any successor federal statute,
and the rules and regulations thereunder, all as the same shall be in
effect at the time.


 


“Securities
Laws” means the Securities Act, the Exchange Act, and each and every other
securities law of the United States and each other nation in which the Company
or any Subsidiary transacts business.


 


“Series A
Articles of Amendment” means the Articles of Amendment filed by the Company
and accepted for record by the State of Florida Department of State designating
the Series A Preferred Stock, substantially in the form of Exhibit B hereto.


 


“Series A
Preferred Stock” has the meaning specified in the Recitals of this
Agreement.


 


“Series B
Articles of Amendment” means the Articles of Amendment filed by the Company
and accepted for record by the State of Florida Department of State designating
the Series B Preferred Stock, substantially in the form of Exhibit C hereto.


 


“Series B
Preferred Stock” means the Series B Cumulative Non-Voting Preferred
Stock, $0.01 par value per share.


 


“Series C
Articles of Amendment” means the Articles of Amendment filed by the Company
and accepted for record by the State of Florida Department of State designating
the Series C Preferred Stock, substantially in the form of Exhibit E hereto.


 


“Series C
Preferred Stock” means the Series C Junior Redeemable Preferred Stock,
$0.01 par value per share.


 


6





















 


“Shareholders
Agreement” means the Shareholders Agreement, dated as of the date hereof, by
and among the Company, the Purchaser and Minto Delaware, in its capacity as
holder of the Series A Preferred Stock.


 


“Sponsored
Entity” means an entity sponsored by Inland Real Estate Investment
Corporation, a Delaware corporation, that is (i) a REIT which is a
reporting company under the Securities Exchange Act of 1934, as amended, that
will not impair the Company’s ability to satisfy the “five or fewer” rule under
Sections 856 and 542(a)(2) of the Code or (ii) reasonably approved by
the holders of Series A Preferred Stock.


 


“Straddle
Period” has the meaning set forth in Section 9.1(b) of this
Agreement.


 


“Subsidiary”
means any Person that the Company now or hereafter shall at the time own,
directly or indirectly through another Person, at least a majority of the
outstanding Capital Securities (or other beneficial interest) or a
majority of the Voting Power of such Person; and the term “Subsidiaries” shall
mean all of such Persons collectively.


 


“Subscription
Agreement” has the meaning specified in Section 2.4 of this Agreement.


 


“Subscription
Notice” has the meaning specified in Section 2.4 of this Agreement.


 


“Subsequent
Closing” has the meaning specified in Section 2.4 of this Agreement.


 


“Supplemental
Shareholders Agreement” means the Supplemental Shareholders Agreement,
dated as of the date hereof, by and among the Purchaser and Minto Delaware, in
its capacity as holder of the Series A Preferred Stock.


 


“Tax” or “Taxes”
means all net income, gross income, gross receipts, sales, use, ad valorem,
transfer, franchise, profits, license, withholding, payroll, employment,
excise, severance, stamp, occupation, premium, property or windfall profits
taxes, or other taxes of any kind whatsoever, together with any interest and
any penalties, additions to tax or additional amounts imposed by any taxing
authority (domestic or foreign).


 


“Tax Package”
has the meaning set forth in Section 9.1(c) of this Agreement.


 


“Tax Return”
means any return, declaration, report, claim for refund, or information return
or statement relating to Taxes, including any schedule or attachment
thereto, and including any amendment thereof


 


“Third Party
Claims” has the meaning specified in Section 10.2(d)(ii) of this
Agreement.


 


“Transaction
Costs” means any and all costs, fees and expenses of any broker, finder or
placement agent engaged by or on behalf of the Company in connection with the
transactions contemplated herein.


 


7





















 


“Voting Power”
means voting securities or other voting interests ordinarily (and apart from
rights accruing under special circumstances) having the right to vote
generally in the election of directors or persons performing substantially
equivalent tasks and responsibilities.


 


“Voting Shares”
has the meaning specified in the Recitals of this Agreement.


 


“Voting Shares
Articles of Amendment” means the Articles of Amendment filed by the Company
and accepted for record by the State of Florida Department of State designating
the Voting Shares, substantially in the form of Exhibit D
hereto.


 


In this Agreement
the singular includes the plural and the plural the singular; words importing
any gender include the other genders; references to statutes are to be
construed as including all statutory provisions consolidating, amending or replacing
the statute referred to; references to “writing” include printing, typing,
lithography and other means of reproducing words in a visible form; references
to agreements and other contractual instruments shall be deemed to include all
amendments thereto or changes therein entered into in accordance with their
respective terms but only to the extent to which such amendments or changes are
not prohibited by the terms of this Agreement; references to persons include
their permitted successors and assigns; “including” means including, without
limitation; “or” is not exclusive; “day” means a calendar day unless otherwise
specified; and an accounting term not otherwise defined has the meaning
assigned to it, and all determinations involving any such term required to be
made herein shall be made, in accordance with GAAP.


 


ARTICLE II



SALE AND PURCHASE OF PURCHASED SHARES


 


SECTION 2.1.                       Sale and Purchase of Purchased
Shares.  Subject to all of the terms and conditions
hereof (including, without limitation, satisfaction or waiver of the conditions
to the Initial Closing and any Subsequent Closings set forth in Articles V and
VI hereof) and in reliance on the representations and warranties set forth
or referred to herein, or in the Subscription Agreement, as the case may be,
the Company agrees to issue and sell to the Purchaser, and the Purchaser agrees
to purchase from the Company 920,000 Voting Shares at a purchase price of
$1,276 per share, or an aggregate purchase price of $1,173,920,00.  The Voting Shares are convertible at the
option of the Purchaser, in whole or in part, under certain specified
conditions, into shares of Common Stock at a conversion ratio of one-to-one.


 


SECTION 2.2.                       Initial Closing.  
The execution of this Agreement and the Related Agreements shall take
place at the offices of Shefsky & Froelich Ltd., 111 E. Wacker Drive, Suite 2800,
Chicago, Illinois 60601, or such other mutually agreed upon location, on October 11,
2005 (which date, time and place are referred to in this Agreement as the “Initial
Closing”).


 


The conditions
precedent to the Initial Closing are set forth in Articles V and VI of
this Agreement.


 


SECTION 2.3.                       Reserved.


 


8





















 


SECTION 2.4.                       Subsequent Closings. 
Purchases and sales of the Voting Shares shall occur, solely at the
direction of the Purchaser, at closings to occur within 10 (ten) Business Days
following delivery by the Purchaser of a notice (the “Subscription Notice”) to
the Company specifying the aggregate number of Voting Shares, the aggregate
purchase price therefor (determined at $1,276 per share) and the closing
date, at the offices of Shefsky & Froelich Ltd., 111 E. Wacker Drive, Suite 2800,
Chicago, Illinois 60601, or on such other date or at such other mutually agreed
upon location (each such date, a “Subsequent Closing”); provided, that (a) one
or more Subsequent Closings, pursuant to which the Purchaser, without the
requirement of a Subscription Notice, shall have delivered to the Company (i) at
least $150,000,000 (including the amount delivered pursuant to all previous
Subsequent Closings) in immediately available funds, shall occur no later
than December 31, 2005, (ii) at least $300,000,000 (including the
amount delivered pursuant to all previous Subsequent Closings) in immediately
available funds, shall occur no later than March 31, 2006, and (b) the
final Subsequent Closing, pursuant to which the Purchaser shall purchase the
remainder of the Purchased Shares not already purchased by it, shall occur no
later than December 31, 2006.  The
Purchaser shall be treated as satisfying its obligations under subclause a(i) and
a(ii) of this Section 2.4 to the extent a Sponsored Entity purchases
shares of Series C Preferred Stock in the same aggregate dollar amount
(determined at $1,276 per share) as the Purchaser’s obligation.  Notwithstanding the foregoing, the Purchaser
shall have invested a total of $1,173,920,000 in the Company by December 31,
2006.  The Company shall redeem all
outstanding shares of Series C Preferred Stock by no later than December 31,
2006.  At each Subsequent Closing in
which the Purchaser purchases Voting Shares, subject to the terms and
conditions of this Agreement:


 


(i)                                     the Company shall deliver to the
Purchaser certificates evidencing the Voting Shares  issued in the name of the Purchaser, free and
clear of all Liens; and


 


(ii)                                  the Purchaser shall deliver to the
Company the aggregate purchase price set forth in the Subscription Notice in
immediately available funds to a bank account designated by the Company at the
Subsequent Closing.


 


The conditions
precedent to each Subsequent Closing are set forth in Articles V and VI of
this Agreement.


 


SECTION 2.5.                       Company Net Worth Adjustment. 
The Company covenants that immediately prior the date of this Agreement,
the Company Net Worth shall be equal to at least $293,480,000; provided,
however, that if the Company Net Worth is less than $293,480,000 immediately
prior to the date of this Agreement, within three (3) days following the
date of this Agreement, Minto Delaware (whose obligation under this Section 2.5
shall be guaranteed by Minto Holdings) shall contribute an amount of cash
to the Company equal to the difference between $293,480,000 and the Company Net
Worth.


 


9





















 


ARTICLE III



REPRESENTATIONS AND WARRANTIES OF THE COMPANY, MINTO DELAWARE AND MINTO
HOLDINGS


 


Prior to the
execution of this Agreement, the Company has delivered to the Purchaser the
disclosure schedule (the “Disclosure Schedule”) and, in order
to induce the Purchaser to enter into this Agreement and to purchase the
Purchased Shares as herein contemplated, each of the Company (for purposes of
this Article III, references to the Company include, to the extent
applicable, any other entity the obligations for which the Company may be
liable by operation of law or otherwise), Minto Delaware and Minto Holdings
hereby jointly and severally represents and warrants to the Purchaser, as of
the date of this Agreement as follows:


 


SECTION 3.1.                       Organization and Good Standing.
Each of the Company, Minto Delaware and Minto Holdings is a corporation or
limited liability company, as the case may be, duly organized, validly existing
and in good standing under the laws of its jurisdiction of incorporation or
formation, with full power and authority to own its properties and carry on its
business as it is now operated and carried on by it.  Each of the Company, Minto Delaware and Minto
Holdings is duly qualified or licensed to do business, and is in good standing,
in each jurisdiction in which the character or location of the property owned,
leased or operated by it or the business as currently conducted by it in such
jurisdiction makes such qualification or licensing necessary, except where the
failure to be so qualified would not have a Material Adverse Effect.  Each of the Company, Minto Delaware and Minto
Holdings has previously made available to the Purchaser true and complete
copies of the articles of incorporation and bylaws and the other charter
documents, bylaws, organizational documents and partnership, limited liability
company and joint venture agreements (and in each such case, all amendments
thereto), as applicable, of each of the Company and Minto Delaware as in effect
on the date of this Agreement.


 


SECTION 3.2.                       Authorization; No Violation. 
The execution, delivery and performance by the Company, Minto Delaware
and Minto Holdings of this Agreement and of each Related Agreement to which it
is a party, the issuance and sale by the Company of the Purchased Shares
hereunder and the consummation of the transactions contemplated hereby and
thereby (i) are within the Company’s, Minto Delaware’s and Minto Holdings’
power and authority, as the case may be; (ii) have been duly authorized by
all necessary corporate, limited liability company, shareholder, and any other
required action, as the case may be; and (iii) will not conflict with, or
result in any breach of or constitute a default under (or constitute any event
which with notice, lapse of time or both would result in any breach of, or
constitute a default under) (x) any provision of the charter, bylaws
or other organizational documents (each as amended to date), as the case may
be, of the Company, Minto Delaware or Minto Holdings, (y) any provision of
any contract, license, indenture, mortgage, deed of trust, bank loan or credit
agreement, note, lease or other evidence of indebtedness, or any lease,
contract or other agreement or instrument to which the Company, Minto Delaware
or Minto Holdings is a party or by which the Company, Minto Delaware or Minto
Holdings or any of their respective assets or properties may be bound or
affected, or (z) any Applicable Law or any order, judgment, injunction or
decree of any court or Governmental Authority applicable to the Company, Minto
Delaware or Minto Holdings or any


 


10





















 


of their
assets or properties; except in each case, where such conflict, default or
breach would not have an Material Adverse Effect.


 


SECTION 3.3.                       Enforceability. 
The execution and delivery by each of the Company, Minto Delaware and
Minto Holdings of this Agreement and of each Related Agreement to which it is a
party, and the issuance and sale by the Company of the Purchased Shares
hereunder, will result in legal and valid binding obligations of each of the
Company, Minto Delaware and Minto Holdings, as the case may be, enforceable
against it in accordance with the respective terms and provisions hereof and
thereof, except as enforceability may be limited by bankruptcy, insolvency,
moratorium or other laws affecting the enforcement of creditors rights
generally, or by principles of equity, whether applied in a proceeding at law
or in equity.


 


SECTION 3.4.                       Capitalization.


 


(a)                                  Capital Securities. 
The Company’s authorized capital stock consists of (i) 207,000
shares of Series A Preferred Stock, of which immediately prior to giving
effect to the transactions contemplated by this Agreement 207,000 shares are
issued and outstanding, (ii) 125 shares of Series B Preferred Stock,
of which immediately prior to giving effect to the transactions contemplated by
this Agreement no shares are issued and outstanding, (iii) 920,000 share
of Series C Preferred Stock, of which immediately prior to giving effect
to the transactions contemplated by this Agreement no shares are issued and
outstanding and (iv) 943,000 shares of Common Stock, of which immediately
prior to giving effect to the transactions contemplated by this Agreement
23,000 shares are issued and outstanding. 
The Voting Shares Articles of Amendment have been duly authorized,
executed, acknowledged, and filed with the State of Florida Department of State
and have become effective for all purposes. 
Section 3.4 of the Disclosure Schedule sets forth a
table indicating the equity and debt capitalization of the Company immediately
prior to the Initial Closing.  All of
such issued and outstanding shares of the Company’s capital stock are owned by
the Persons listed in Section 3.4 of the Disclosure Schedule and
have been duly authorized, are validly issued and outstanding, are fully paid
and nonassessable, are not subject to any preemptive rights and have been
offered and sold in compliance with all Applicable Laws.  The Purchased Shares to be issued as
contemplated hereby shall, upon the consummation of the transactions
contemplated hereby and the payment of the purchase price therefor, be duly
authorized, validly issued, fully paid, nonassessable, shall be transferred to
Purchaser free and clear of all Liens and are not subject to any preemptive
rights.


 


(b)                                 Options, Etc. 
Except as contemplated by this Agreement or the Related Agreements,
there are no outstanding rights (either pre-emptive or other) or options
to subscribe for or purchase from the Company, or any warrants or other
agreements providing for or requiring the issuance or purchase by the Company
of, any Capital Securities, or any obligations or securities convertible into
or exchangeable, for, or exercisable into, the Company’s Capital Securities, or
any voting trusts, proxies, agreements or understandings relating to the voting
of the Company’s Capital Securities nor any restrictions on the transferability
or sale of such shares or other equity or member interests except under the
Company’s Charter, the Securities Act and state “blue sky” or securities
laws.  The Company is not subject to any
obligation (contingent or otherwise) to repurchase or otherwise acquire,
redeem or retire any shares of its Capital Securities or other equity or member
interests or any securities convertible into or exchangeable


 


11





















 


for any
such Capital Securities or other equity or member interests, except as required
by this Agreement or the Related Agreements.


 


(c)                                  Share Reservations. 
The Company has duly and validly reserved an adequate number of (i) Voting
Shares for issuance in connection with Subsequent Closings in accordance with
the terms of this Agreement, (ii) shares of Common Stock for issuance upon
the conversion of the Voting Shares and upon such issuance, in accordance with
the terms of the Voting Shares, as applicable, such shares will be duly
authorized, validly issued, fully paid, and nonassessable, free and clear of
all Liens when transferred to the respective holder thereof, and issued to the
Purchaser in compliance with all Applicable Laws.


 


SECTION 3.5.                       Subsidiaries. 
The Company does not have any Subsidiaries and does not own or hold of
record or beneficially own, directly or indirectly, any Capital Securities or
debt (other than investments in short-term investment securities) of any
other Person; provided, however, that the Company may acquire properties
through a wholly owned special purpose entity after the date of this
Agreement.  The Company has no obligation
or commitment to purchase any Capital Securities of any other Person.


 


SECTION 3.6.                       Consents. 
No consent, approval, authorization or other action by, or registration,
qualification or filing with, any third party, court, Governmental Authority or
other Person is required in connection with the execution, delivery and
performance of this Agreement, the Related Agreements or the transactions
contemplated thereby by the Company, Minto Delaware or Minto Holdings, as
applicable, except for such qualifications or filings under applicable federal
and state Securities Laws as may be required in connection with the
transactions contemplated by this Agreement and the Related Agreements, which
qualification or filings will be made on a timely basis.  None of the execution, delivery or
performance of this Agreement by the Company, Minto Delaware or Minto Holdings,
the consummation by the Company, Minto Delaware or Minto Holdings of the
transactions contemplated hereby or compliance by the Company, Minto Delaware
or Minto Holdings with any of the provisions hereof will (i) conflict with
or result in any breach of any provision of the organizational documents of the
Company, Minto Delaware or Minto Holdings, (ii) result in a violation or
breach by the Company, Minto Delaware or Minto Holdings of, or constitute (with
or without due notice or lapse of time or both) a default (or give rise to
any right of termination, cancellation or acceleration) under, any of the
terms, conditions or provisions of any material contract to which the Company,
Minto Delaware or Minto Holdings is a party or by which the Company, Minto
Delaware or Minto Holdings or any of their respective properties or assets may
be bound, or (iii) violate any Applicable Law that is applicable to the
Company, Minto Delaware or Minto Holdings or any of their respective properties
or assets, which in the case of subclause (ii) and (iii) with respect
to Minto Holdings only, does not result in a Material Adverse Effect.


 


SECTION 3.7.                       Reports and Financial Statements;
Undisclosed Liabilities.  The Purchaser
has heretofore been furnished with complete and correct copies of the
historical financial statements of the Company listed in Section 3.7(i) of
the Disclosure Schedule (the “Company Historical Financial
Statements”).


 


12





















 


(i)                                     Except as otherwise specifically
disclosed therein, each of the Company Historical Financial Statements
(including in each case related schedules and notes) was prepared in
accordance with GAAP applied on a basis consistent with prior periods except as
otherwise stated therein; each of the balance sheets included in the Company
Historical Financial Statements fairly presents, in all material respects, the
financial condition of the subject entity as at the close of business on the
date thereof; and each of the statements of operations and cash flows included
in the Company Historical Financial Statements fairly presents, in all material
respects, the results of operations of the subject entity for the fiscal period
then ended, subject to changes resulting from normal year-end audit adjustments
and the lack of footnotes.


 


(ii)                                  There are no liabilities or
obligations of any nature, whether absolute, accrued, contingent or otherwise,
that are not fully reflected or reserved against in the Company Historical
Financial Statements, except for liabilities that may have arisen in the
ordinary and usual course of business and consistent with past practice since August 31,
2005, and as disclosed in the Opening Balance Sheet (as defined below).


 


(iii)                               Except as disclosed in the Opening
Balance Sheet, since August 31, 2005, the Company has not incurred any
Indebtedness or other liabilities, contingent or otherwise, other than
immaterial liabilities incurred in the ordinary course of business since August 31,
2005.


 


(iv)                              Since August 31, 2005, there
has been no material adverse change in the Company’s business, assets, or
financial condition.


 


(v)                                 Prior to the execution of this
Agreement, the Purchaser has been furnished with a complete and correct copy of
an unaudited pro forma opening balance sheet of the Company dated as of the
date of the Initial Closing, as set forth in Section 3.7(v) of the
Disclosure Schedule (the “Opening Balance Sheet”).  Such Opening Balance Sheet fairly presents,
in all material respects, the financial condition of the Company as of the
close of business on the date thereof (subject to subsequent adjustment, as
provided in Section 3.7(v) of the Disclosure Schedule) and
has been prepared in accordance with GAAP, except as noted in the Opening
Balance Sheet and except for the lack of footnotes.  The Company does not have any material
liabilities or obligations of any nature, whether absolute, accrued, contingent
or otherwise, that are not fully reflected or reserved against in the Opening
Balance Sheet.


 


SECTION 3.8.                       Absence of Certain Developments. 
Except for entering into this Agreement and the Related Agreements or as
set forth in Section 3.8 of the Disclosure Schedule, since August 31,
2005, the Company has not, whether or not in the ordinary course of business,
done any of the following, nor has there occurred any of the following as of
immediately prior to the Initial Closing:


 


(a)                                  issued any Capital Securities or
other equity interest or any right, options or warrants with respect thereto or
split, combined or reclassified any Capital Securities other than the issuance
of 207,000 shares of Series A Preferred Stock to Minto Delaware;


 


13





















 


(b)                                 declared, set aside, paid to a
reserve fund or made any payment or distribution of cash or other property to
its shareholders or equity holders with respect to any class of its Capital
Securities or purchased or redeemed any shares of its Capital Securities;


 


(c)                                  suffered any substantial loss to any
of its material assets;


 


(d)                                 made any capital expenditures,
additions or improvements or commitments for the same;


 


(e)                                  entered into any contract,
commitment or agreement under which it has outstanding Indebtedness for borrowed
money or for the deferred purchase price of property, or has the obligation to
incur any such indebtedness or obligation, or made any loan or advance to any
Person;


 


(f)                                    made any material change in
accounting procedures, policies or practices;


 


(g)                                 mortgaged or pledged any of its
properties or assets, tangible or intangible, or subjected them to any Lien;


 


(h)                                 entered into any agreement or
arrangement granting any rights to purchase or lease any of its assets,
properties or rights or requiring the consent of any Person to the transfer,
assignment or lease of any such assets, properties or rights;


 


(i)                                     sold, leased, subleased, assigned or
transferred any of its material tangible or intangible properties or assets, or
canceled, waived or comprised any debts or claims or entered into any agreement
or understanding to do any of the foregoing;


 


(j)                                     entered into any material
transaction, or any amendment of any contract, lease, agreement or license that
is material to its business; or


 


(k)                                  entered into any agreement or
understanding to do any of the foregoing.


 


SECTION 3.9.                       Indebtedness to and from Officers,
Directors and Affiliates.   Except for
the payable to parent line item listed on the Opening Balance Sheet, the
Company is not indebted to any shareholder, director or officer of the Company
or to any Affiliate of the Company.  No
shareholder, director or officer of the Company, nor any Affiliate of the
Company is now indebted to the Company, except for ordinary business expense
advances.


 


SECTION 3.10.                 Taxes.


 


(a)                                  For the taxable year ended April 30,
1999, and each taxable year ending thereafter, the Company (i) has timely
filed all material Tax Returns and reports required to be filed by it (after
giving effect to any filing extension properly granted by a Governmental
Authority have authority to do so), and all such Tax Returns are true, correct
and complete in all material respects, and (ii) has paid within the time
and manner prescribed by law, all material Taxes.  The Company Historical Financial Statements,
if required, reflect an adequate reserve for all material Taxes payable by the
Company for all taxable periods and portions thereof through


 


14





















 


the date
of such financial statements.  The
Company has established on its books and records reserves, if required, in
accordance with GAAP that are adequate to pay all liabilities for Taxes
accruing through the period covered by the books and records and until the
Initial Closing, shall continue to establish and maintain reserves that are
adequate to pay all liabilities for Taxes accruing through the Initial
Closing.  True, correct and complete
copies of all federal, state and local Tax Returns for the Company with respect
to the taxable years commencing on or after January 1, 1998 and all
written communications with any taxing authority relating to such Tax Returns
requested by the Purchaser or its representatives have been delivered or made
available to representatives of the Purchaser. 
Section 3.10 of the Disclosure Schedule lists all
federal and state income Tax Returns filed with respect to the Company for
taxable periods commencing on or after January 1, 1998 that have been
audited, and indicates those Tax Returns, if any, that currently are the
subject of audit.  No material unpaid
deficiencies for any Taxes have been proposed, asserted or assessed in writing
against the Company, including claims by any taxing authority in a jurisdiction
where the Company does not file Tax Returns that the Company is, or may be,
subject to taxation by that jurisdiction, and no requests for waivers of any
statute of limitations in respect of Taxes have been made and no extensions of
the time to assess or collect any such Tax are pending and no such waiver
remains in effect.  The Company is not a
party to any pending action or proceedings by any taxing authority for
assessment or collection of any material Tax, and no claim for assessment or
collection of any material Tax has been assessed against it in writing.


 


(b)                                 The Company has withheld and paid
all Taxes required to have been withheld or paid in connection with amounts
paid or owing to any employee, former employee, independent contractor,
creditor, stockholder, or other third party.


 


(c)                                  The Company has not requested, received
or is subject to any written ruling of a taxing authority related to Taxes or
has entered into any written and legally binding agreement with a taxing
authority relating to Taxes.


 


(d)                                 The Company is not a party to or is
otherwise subject to any Tax allocation or sharing agreement that extends
beyond the taxable year ending July 31, 2005.


 


(e)                                  The Company has not made any
payments, is not obligated to make any payments, and is not a party to an
agreement that could obligate it to make any payments that will not be
deductible under Section 280G of the Code with respect to any taxable year
for which Tax Returns have not been filed.


 


(f)                                    Since its inception, for each
taxable year prior to the taxable year beginning August 1, 2005, the
Company has been subject to federal income taxation as a subchapter “C”
corporation.


 


SECTION 3.11.                 Solvency. 
The Company is solvent and, after giving effect to the transactions
contemplated hereby, has tangible and intangible assets having a fair value in
excess of the amount required to pay its probable liabilities on its existing
debts as they become absolute and matured.


 


15





















 


SECTION 3.12.                 Title to Assets. 
The Company owns, and has good and marketable title with respect to, all
of its assets free and clear of all Liens other than those reflected on the
Opening Balance Sheet.  The Company owns
no real property.


 


SECTION 3.13.                 Material Contracts and Obligations.


 


(a)                                  Set forth in Section 3.13 of
the Disclosure Schedule is a true, complete and accurate list,
categorized by subject matter, of all of the material contracts (other than the
Related Agreements), plans, equipment, leases, and commitments and other
agreements entered into by the Company that are in writing or that have been
orally agreed to by the Company and that are still in effect (collectively, “Contracts”).


 


(b)                                 To the knowledge of the Company, all
Contracts required to be disclosed pursuant to this Section 3.13 are
valid, binding and in full force and effect as to the Company in accordance
with their respective terms and provisions, except as enforceability may be
limited by bankruptcy, insolvency, moratorium or other laws affecting the
enforcement of creditors’ rights generally. 
The Company is not, and, to the Company’s knowledge, no other party
thereto is, in breach or violation of, or default under, any of the Contracts
required to be disclosed in accordance with Section 3.13, which breach,
violation or default would have a Material Adverse Effect, nor to the Company’s
knowledge is there any reasonable basis for a claim of such breach, violation
or default by the Company under the terms of any such Contract.  To the Company’s knowledge, no event has
occurred that constitutes or, with the lapse of time or the giving of notice or
both, would constitute, a breach, violation or default by the Company under any
of the Contracts required to be disclosed in accordance with Section 3.13,
which breach, violation or default would have a Material Adverse Effect.


 


SECTION 3.14.                 Sufficiency of Assets. 
The assets owned by the Company constitute all assets used or required
by it in the conduct of its business under the circumstances then existing.


 


SECTION 3.15.                 Licenses. 
The Company holds or has applied for all material licenses or permits
necessary for the lawful conduct of its business as required by any
Governmental Authority (collectively, the “Licenses”).  Each such License that has been granted,
issued or assigned is held by the Company free and clear of any Liens other than
those reflected on the Opening Balance Sheet and is in full force and effect
and no material default by the Company has occurred and is continuing
thereunder.


 


SECTION 3.16.                 Compliance with Law.  
The Company has complied and is in compliance with all Applicable Laws,
except where the failure to so comply would not have a Material Adverse Effect.
The Company is not in default under, or in violation of, and has not violated
(and not cured) any Applicable Law (including, without limitation, laws
relating to the issuance or sale of securities, antitrust, zoning and building
codes and ordinances, and occupational safety), or any Licenses, franchises,
permits, authorizations or concessions granted by, or any judgment, decree,
writ, injunction or order of, any Governmental Authority, applicable to its
business or any of its properties or assets, except where such defaults and
violations would


 


16





















 


not have
a Material Adverse Effect.  The Company
has not received any notification alleging any violations of any of the
foregoing.


 


SECTION 3.17.                 Litigation. 
Except as specified in Section 3.17 of the Disclosure Schedule,
there is no suit, claim, action, proceeding or investigation pending or, to the
Company’s knowledge, threatened against the Company or any officer or director
or any of their assets or properties at law or in equity or before any
Governmental Authority or instrumentality or before any arbitrator of any kind
and, to the Company’s knowledge, there is no reasonable basis for any such
suit, claim, action, proceeding or investigation; provided, however, that with
respect to any officer or director, any such litigation shall be with respect
to allegations of criminal misconduct, fraud, gross negligence, intentional
misconduct, misuse of funds, breach of fiduciary duties or obligations or
bankruptcy proceedings.  Except as
specified in Section 3.17 of the Disclosure Schedule, the Company
has not been a party to any such suit, claim, action, proceeding or investigation
during the past two years involving its business, assets or properties, nor has
any such suit, claim, action, proceeding or investigation been threatened in
writing by or against the Company.


 


SECTION 3.18.                 Employees; Employee Benefit Plans


 


(a)                                  The Company currently does not have
any employees or employee benefit plans, including, but not limited to, such
plans as defined in ERISA Section 3(3) (“Employee Programs”)
that is currently maintained or contributed to (or with respect to which there
is any obligation to contribute) by the Company or any ERISA Affiliate.


 


(b)                                 Past Employee Programs of the
Company had been administered in accordance with the requirements of applicable
law, including, without limitation, ERISA and the Code, and had been administered
and operated in all material respects in accordance with its terms.  No Employee Program was subject to Title IV
of ERISA or is a multiemployer plan, within the meaning of ERISA Section 3(37).


 


(c)                                  Full payment had been made of all
amounts that the Company and any ERISA Affiliate had been required under the
terms of any Employee Programs to be paid as contributions to such Employee
Programs on or prior to the date hereof.


 


(d)                                 No liability, claim, action,
investigation, audit or litigation has been made, commenced or, to the
knowledge of the Company, threatened with respect to any Employee Program.


 


SECTION 3.19.                 Investment Company. 
The Company is not, and the transactions contemplated by this Agreement
will not cause the Company to become, an “investment company” as such term is
defined in the Investment Company Act of 1940, as amended.


 


SECTION 3.20.                 Corporate Documents, Books and
Records.  Complete and correct copies of the Company’s
Charter and Bylaws (or similar organization documents), and of all amendments
thereto, have been previously delivered to counsel for the Purchaser.  The minute books of the Company contain
complete and accurate records of all meetings and consents in lieu


 


17





















 


of
meetings of the Board (and its committees), or body performing a similar
function and holders of its Capital Securities since its date of
incorporation.  The stock transfer
ledgers and other similar records of the Company as made available to the
Purchaser prior to the execution of this Agreement accurately reflect all
record transfers prior to the execution of this Agreement in the Capital
Securities of the Company.


 


SECTION 3.21.                 Exception from Registration  
Assuming the accuracy of the Purchaser’s representations and warranties
hereunder, the purchase and sale of the Purchased Shares pursuant hereto is
exempt from the registration requirements of the Securities Act.  No form of general solicitation or general
advertising was used by the Company or its agents in connection with the offer
and sale of the Purchased Shares, including, but not limited to, articles,
notices or other communications published in any newspaper, magazine, or
similar medium or broadcast over television or radio, or any seminar or meeting
whose attendees have been invited by any general solicitation or general
advertising.


 


SECTION 3.22.                 Brokers’ Fees.


 


(a)                                  Other than Citigroup Global Markets
Inc. and TD Securities Inc., the Company has not dealt with any broker, finder,
commission agent or other Person in connection with the sale of the Purchased
Shares and the transactions contemplated by this Agreement and the Company is
not under any obligation to pay any broker’s fee or commission in connection
with such transactions at or prior to the Initial Closing, with the exception
of any amounts to be paid to Citigroup Global Markets Inc. and TD Securities
Inc.


 


(b)                                 The Company is not obligated to pay
any fees or reimburse any expenses (other than normal recurring operating
expenses), whether legal or otherwise, to any other party, except for fees
payable to its legal counsel and its accountants in connection with this
Agreement, the Related Agreements and the transactions contemplated hereunder
and thereunder.


 


SECTION 3.23.                 Transaction Costs. 
The Company is not obligated for any Transaction Costs in connection
with the transactions contemplated by this Agreement and which are not
reflected in the itemized list of Transaction Costs set forth on Section 3.23
of the Disclosure Schedule.


 


SECTION 3.24.                 Accountants. 
The accountants who have audited and certified the Company Historical
Financial Statements for December 31, 2004 and August 31, 2005 are
independent public accountants.


 


SECTION 3.25.                 Amendments to Organizational
Documents.  In connection with the transactions
contemplated by this Agreement and the Related Agreements, the Company has
taken all appropriate steps and necessary corporate actions to effect the
changes to the Charter or Bylaws set forth in Section 3.25 of the
Disclosure Schedule.


 


SECTION 3.26.                 Indebtedness. 
The Company has no Indebtedness other than as described in Section 3.9,
Section 3.22 and Section 3.23.


 


18





















 


SECTION 3.27.                 Environmental
Matters. (a) The Company is, and has been, in compliance, in all material
respects, with all applicable Environmental Laws and permits and authorizations
thereunder; (b) there is no administrative or judicial enforcement proceeding
pending, or to the knowledge of the Company threatened, against the Company
involving Hazardous Materials or toxic fungi or mold or arising under any
Environmental Law; (c) the Company has not and, to the knowledge of the
Company, any legal predecessor of the Company, has not received any written
notice from any third party that it is potentially responsible under any
Environmental Law for costs of response, property damage or for damages to
natural resources, as those terms are defined under the Environmental Laws, at
any location; (d) the Company has not transported or disposed of, or, to
the knowledge of the Company, allowed or arranged for any third party to
transport or dispose of, any waste containing Hazardous Materials at any
location identified as requiring response action on the Comprehensive
Environmental Response, Compensation, and Liability Information System or
similar state database or any location proposed for inclusion on such lists; (e) the
Company has no knowledge of any release on the real property owned or leased by
the Company or predecessor entity of Hazardous Materials that would be
reasonably likely to result in a requirement under any Environmental Laws to
perform a response action, the incurrence of natural resource damages or in any
material liability under the Environmental Laws; and (f) the Company is
not required, by virtue of the transactions contemplated hereby, or as a
condition to the effectiveness of any transactions contemplated hereby, (A) to
give notice to or receive approval from any Governmental Authority, or (B) to
record or deliver to any Person any disclosure document or statement pertaining
to environmental matters.


 


SECTION 3.28.                 Labor and Employment Matters.


 


(a)                                  The Company is not a party to, or
bound by, any collective bargaining agreement, contract or other agreement or
understanding with a labor union or labor union organization, nor are there any
negotiations or discussions currently pending or occurring between the Company
and any union or employee association regarding any collective bargaining
agreement or any other work rules or polices.  There is no unfair labor practice or labor
arbitration proceeding pending or, to the knowledge of the Company, threatened
against the Company relating to its business.  To the Company’s knowledge, there are no
organizational efforts with respect to the formation of a collective bargaining
unit presently being made or threatened involving employees of the Company.


 


(b)                                 There are no proceedings pending or,
to the knowledge of the Company, threatened against the Company in any forum by
or on behalf of any present or former employee of the Company, any applicant
for employment or classes of the foregoing alleging breach of any express or
implied employment contract, violation of any law or regulation governing
employment or the termination thereof, or any other discriminatory, wrongful or
tortuous conduct on the part of the Company in connection with the employment
relationship.


 


SECTION 3.29.                 Insurance. 
Section 3.29 of the Disclosure Schedule sets forth all
material policies of insurance to which the Company is a party.


 


19





















 


SECTION 3.30.                 Ownership of Minto Delaware and
Minto Holdings.  Minto Holdings owns 100% of the equity
interests of Minto Delaware.


 


SECTION 3.31.                 Restructuring Transaction. 
The Company was a wholly owned subsidiary of MHF immediately prior to July 29,
2005.  MHF was the wholly owned
subsidiary of Minto Holdings immediately prior to July 29, 2005.  Immediately prior to July 29, 2005, the
Company owned equity interests in the following entities in the following
percentages:  Minto Management Services, Inc.
100% of common stock, Minto (Delaware), LLC, 1% of common membership interests,
Minto Communities, Inc., 100% of preferred stock.  The Company transferred cash and certain
other assets to MBF on July 29, 2005 and distributed the membership
interests in MBF to MHF.  On July 29,
2005, MHF transferred the stock of the Company to Minto Delaware.  On August 1, 2005, MHF liquidated,
distributing 100% the stock of Minto Delaware to Minto Holdings.  Immediately prior to the date of this
Agreement, the Company’s only asset is cash (either held directly or held in
escrow on the Company’s behalf with a “qualified intermediary” as such term is
used in the Treasury Regulations promulgated under Section 1031 of the
Code).


 


ARTICLE IV



PURCHASER’S REPRESENTATIONS


 


The Purchaser
represents and warrants to the Company as follows:


 


SECTION 4.1.                       Private Placement.


 


(a)                                  The Purchaser understands and
acknowledges that:


 


(i)                                     the Purchased Shares have not been,
and will not be, registered under the Securities Act and the Purchased Shares
and the shares of Common Stock into which the Purchased Shares are convertible
must be held indefinitely unless they are subsequently registered under the
Securities Act or such sale is permitted pursuant to an available exemption
from such registration requirement;


 


(ii)                                  the offering and sale of the
Purchased Shares are intended to be exempt from registration under the
Securities Act by virtue of the provisions of Section 4(2) of the
Securities Act.  The Purchaser
understands that the certificate(s) evidencing the Purchased Shares will
be imprinted with a legend that prohibits the transfer thereof unless they are
registered or such registration is not required; and


 


(iii)                               there is no existing public or other
market for the Purchased Shares and there can be no assurance that the Purchaser
will be able to sell or dispose of the Purchased Shares.


 


(b)                                 The Purchaser represents and
warrants to the Company that:


 


(i)                                     the Purchased Shares to be acquired
by it pursuant to this Agreement are being acquired for its own account not as
a nominee or agent for any other Person and


 


20





















 


without a view to the distribution of such Purchased Shares
or any interest therein in violation of the Securities Act;


 


(ii)                                  the Purchaser is an “Accredited
Investor” as such term is defined in Regulation D under the Securities Act and has
such knowledge and experience in financial and business matters so as to be
capable of evaluating the merits and risks of its investment in the Purchased
Shares and the Purchaser is capable of bearing the economic risks of such
investment; and


 


(iii)                               the Purchaser, subject to the
completeness and accuracy of the representations and warranties contained
herein and in the Related Agreements, has been provided, to its satisfaction,
the opportunity to ask questions concerning the terms and conditions of the
offering and sale of the Purchased Shares and has had all such questions
answered to its satisfaction and has been supplied all additional information
deemed necessary by it to verify the accuracy of the information furnished to
it.


 


SECTION 4.2.                       Brokers or Finders.  
Except as otherwise provided in Section 3.27 hereof, the Company
has not incurred and will not incur, directly or indirectly, as a result of any
action taken by the Purchaser, any liability for brokerage or finders’ fees or
agents’ commissions or any similar charges in connection with this
Agreement.  The Purchaser will indemnify
and hold the Company harmless against any liability, settlement or expense
arising out of or in connection with any such claim resulting from the actions
of the Purchaser.


 


SECTION 4.3.                       Authorization. 
This Agreement and the Related Agreements to which the Purchaser is a
party have been executed by the Purchaser; and the execution, delivery and
performance hereof and thereof have been duly authorized by all appropriate
action.


 


SECTION 4.4.                       Enforceability. 
The execution and delivery by the Purchaser of this Agreement and each
of the Related Agreements will result in legally binding obligations of such
party enforceable against the Purchaser in
accordance with the respective terms and provisions hereof and thereof.


 


SECTION 4.5.                       No Conflicts. 
The execution and delivery by the Purchaser of this Agreement and the
Related Agreements to which it is a party and the consummation of the
transactions contemplated hereby and thereby: 
will not conflict with, or result in any breach of or constitute a
default under (or constitute any event which with notice, lapse of time or both
would result in any breach of, or constitute a default under) (x) any
provision of any organizational documents (each as amended to date) of the
Purchaser, (y) any provision of any contract, license, indenture,
mortgage, deed of trust, bank loan or credit agreement, note, lease or other
evidence of indebtedness, or any lease, contract or other agreement or
instrument to which the Purchaser is a party or by which the Purchaser or any
of its respective assets or properties may be bound or affected, or
(z) any Applicable Law or any order, judgment, injunction or decree of any
court or Governmental Authority applicable to the Purchaser or any of its
assets or properties; except in each case, where such conflict, default or
breach would not have a Material Adverse Effect.


 


21





















 


SECTION 4.6.                       REIT Ownership Limitations.


 


(a)                                  The Purchaser has or will use its
reasonable best efforts to establish an ownership limit in its Charter and any
other necessary organizational document of the Purchaser sufficient to ensure
or otherwise has used its reasonable best efforts to take and will continue to
use its reasonable best efforts to take action sufficient to ensure that the
Purchaser’s ownership in the Company will allow the Company to (1) satisfy
the “five or fewer” rule under Sections 856(h) and 542(a)(2) of
the Code commencing as of July 1, 2006 (disregarding for this purpose the “at
any time during the last half of the taxable year” requirement) and (2) qualify
as a “domestically controlled REIT” within the meaning of Section 897(h)(4)(B) of
the Code by no later than the later of (a) December 31, 2010 or (b) five
years after the date on which the Purchaser acquires at least 235,110 Voting
Shares, and in each case at all times thereafter.


 


(b)                                 The Company has granted an exemption
to any ownership limitations contained in the Charter to Minto Delaware and its
indirect owners in the form of Exemption Letter attached as Exhibit H  hereto.


 


ARTICLE V



CONDITIONS TO THE PURCHASER’S OBLIGATIONS TO PURCHASE


 


SECTION 5.1.                       Conditions of the Purchaser’s
Obligations Prior to the Initial Closing.  The
obligation of the Purchaser to enter into this Agreement and the Related
Agreements by the Initial Closing is subject to the satisfaction or waiver in
writing of each of the following conditions:


 


(a)                                  Representations, Warranties and
Covenants.  (i) The Company shall have performed in
all material respects all of its obligations hereunder required to be performed
by it at or prior to the Initial Closing and (ii) the representations and
warranties of the Company, Minto Holdings and Minto Delaware contained in this
Agreement and in any certificate or other writing delivered by the Company
pursuant hereto shall be true in all material respects at and as of the Initial
Closing as if made at and as of such date.


 


(b)                                 Legality; Governmental and Other
Authorizations.  The purchase of the Purchased Shares by the
Purchaser and the sale of the Purchased Shares by the Company shall not be
prohibited by any law or governmental order or regulation.  All necessary consents, approvals, licenses,
permits, orders and authorizations of registrations, declarations and filings
with, any Governmental Authority or of or with any other Person, with respect
to any of the transactions contemplated by this Agreement or any of the Related
Agreements, shall have been duly obtained or made and shall be in full force
and effect, except any consents or approvals the failure of which to obtain
would not have a Material Adverse Effect.


 


(c)                                  Articles of Amendment. 
Each of the Series B Articles of Amendment, Voting Share Articles
of Amendment and Series C Articles of Amendment shall have been duly filed
with the State of Florida Department of State, substantially in the forms
attached hereto as Exhibits C, D and E hereto.


 


22





















 


(d)                                 Absence of Litigation. 
There shall be no pending (of which an employee of the Company has
received service or notice of process) or threatened action, suit,
investigation, litigation or proceeding affecting the Company before any Governmental
Authority (i) in which, in the reasonable opinion of the Purchaser, there
is a reasonable possibility of an adverse decision that could, (A) have a
Material Adverse Effect on the Company, (B) restrain, prevent or impose
materially adverse conditions upon the transactions contemplated by this
Agreement, or (ii) which purports to affect the legality, validity or
enforceability of this Agreement, the Purchased Shares or the Related
Agreements.


 


(e)                                  Other Agreements. 
The Purchaser shall have received each of the Shareholders Agreement,
the Supplemental Shareholders Agreement, the Put/Call Agreement, Subscription
Agreement and the Management Agreements, executed by the parties thereto and in
full force and effect in accordance with its terms, and all covenants,
agreements and conditions contained therein that shall have been performed or
complied with on or prior to the Initial Closing shall have been performed or
complied with or waived in writing by the Purchaser.


 


(f)                                    Amendments to Organizational
Documents.  Prior to the Initial Closing, the Company has
taken all appropriate steps and necessary corporate actions to effect the
changes to the Charter or Bylaws set forth in Section 3.25 of the
Disclosure Schedule.


 


(g)                                 Closing Papers. 
The Purchaser shall have received the following, addressed to it and in
form and substance reasonably satisfactory to it:


 


(i)                                     certified copies of the resolutions
adopted by the Board authorizing the execution, delivery and performance of
this Agreement, the Related Agreements, the Purchased Shares and each of the
other agreements, instruments and transactions contemplated hereby;


 


(ii)                                  certified copies of the Charter and
Bylaws as in effect at the Initial Closing;


 


(iii)                               a certificate of the Secretary of
the Company dated the date of the Initial Closing, as to the incumbency and
signatures of the officers executing this Agreement and all instruments
executed pursuant hereto; and


 


(iv)                              Officers’ Certificates, dated as of
the date of the Initial Closing of the Company to the effect set forth in
clause (a) of this Section 5.1.


 


SECTION 5.2.                       Conditions of the Purchaser’s
Obligations Prior to any Subsequent Closing.  The
obligation of the Purchaser to purchase and pay for the Purchased Shares to be
purchased by it hereunder at any Subsequent Closing is not subject to the
satisfaction or waiver of any conditions.


 


23





















 


ARTICLE VI



CONDITIONS TO THE COMPANY’S OBLIGATIONS


 


SECTION 6.1.                       Conditions of the Company’s
Obligations Prior to the Initial Closing.  The obligation
of the Company to enter into this Agreement and the Related Agreements at the
Initial Closing is subject to the satisfaction or waiver in writing of each of
the following conditions:


 


(a)                                  Representations. 
The representations and warranties made by the Purchaser in this
Agreement and each of the Related Agreements shall be true and correct in all
material respects when made and shall be true and correct in all material
respects as of the Initial Closing.


 


(b)                                 Other Agreements. 
Each of the Related Agreements to which the Purchaser is a party shall
have been executed by the Purchaser and is in full force and effect in
accordance with its terms.  All
covenants, agreements and conditions contained in this Agreement and the
Related Agreements which are to be performed or complied with by the Purchaser
on or prior to the Initial Closing shall have been performed or complied with
by the Purchaser in all material respects.


 


(c)                                  Legality; Governmental and Other
Authorizations.  The purchase of the Voting Shares by the
Purchaser and the sale of the Voting Shares by the Company shall not be
prohibited by any law or governmental order or regulation.  All necessary consents, approvals, licenses,
permits, orders and authorizations of registrations, declarations and filings
with, any Governmental Authority or of or with any other Person, with respect
to any of the transactions contemplated by this Agreement or any of the Related
Agreements, shall have been duly obtained or made and shall be in full force
and effect, except any consents or approvals the failure of which to obtain
would not have a Material Adverse Effect.


 


(d)                                 Assignment of Acquisition Agreements. 
In connection with the Initial Closing, Inland Real Estate Acquisitions, Inc. shall have assigned the rights under the Acquisition
Agreements to the Company, free and clear of all Liens.


 


(e)                                  Closing Papers. 
The Company shall have received the following, addressed to it and in
form and substance reasonably satisfactory to it:


 


(i)                                     certified copies of the resolutions
adopted by the board of directors of the Purchaser authorizing the execution,
delivery and performance of this Agreement, the Related Agreements and each of
the other agreements and instruments to which the Purchaser is a party, and the
transactions contemplated hereby;


 


(ii)                                  a certificate of the Secretary of
the Purchaser dated the date of the Initial Closing, as to the incumbency and
signatures of the officers executing this Agreement and all instruments
executed pursuant hereto; and


 


(iii)                               Officers’ Certificates, dated as of
the date of the Initial Closing of the Company to the effect set forth in
clause (a) of this Section 6.1.


 


24





















 


(f)                                    Articles of Amendment. 
The Second Amended and Restated Articles of Incorporation, in the form
attached hereto as Exhibit F
(the “Amended Charter”) will have been filed with the Secretary of
State of the State of Florida.


 


(g)                                 Ownership Waivers. 
The Company will grant to Minto Delaware and its direct and indirect
owners an exemption from the ownership limitations contained in the Amended
Charter in the form of Exemption Letter attached as Exhibit H
hereto.


 


SECTION 6.2.                       Conditions of the Company’s
Obligations Prior to any Subsequent Closing.  The
obligation of the Company to issue any Subsequent Shares hereunder at any
Subsequent Closing is subject to the satisfaction or waiver in writing of each
of the following conditions:


 


(a)                                  Representations. 
The representations and warranties made by the Purchaser in this
Agreement and each of the Related Agreements shall be true and correct in all
material respects when made and shall be true and correct in all material
respects as of such Subsequent Closing.


 


(b)                                 Other Agreements. 
Each of the Related Agreements to which the Purchaser is a party shall
be in full force and effect in accordance with its terms.  All covenants, agreements and conditions
contained in this Agreement and the Related Agreements which are to be
performed or complied with by the Purchaser on or prior to such Subsequent
Closing shall have been performed or complied with by the Purchaser in all
material respects.


 


(c)                                  Legality; Governmental and Other
Authorizations.  The purchase of such Subsequent Shares by the
Purchaser and the sale of such Subsequent Shares by the Company shall not be
prohibited by any law or governmental order or regulation, and shall not
subject the Company to any penalty or special tax.  All necessary consents, approvals, licenses,
permits, orders and authorizations of registrations, declarations and filings
with, any Governmental Authority or of or with any other Person, with respect
to any of the transactions contemplated by this Agreement or any of the Related
Agreements, shall have been duly obtained or made and shall be in full force and
effect, except any consents or approvals the failure of which to obtain would
not have a Material Adverse Effect.


 


(d)                                 Closing Papers. 
The Company shall have received the following, addressed to it and in
form and substance reasonably satisfactory to it:


 


(i)                                     certified copies of the resolutions
adopted by the board of directors of the Purchaser authorizing the execution,
delivery and performance of this Agreement, the Related Agreements and each of
the other agreements and instruments to which the Purchaser is a party, and the
transactions contemplated hereby;


 


(ii)                                  a certificate of the Secretary of
the Purchaser dated the date of the Subsequent Closing, as to the incumbency
and signatures of the officers executing this Agreement and all instruments
executed pursuant hereto; and


 


25





















 


(iii)                               Officers’ Certificates, dated as of
the date of the Subsequent Closing of the Company to the effect set forth in
clause (a) of this Section 6.2.


 


ARTICLE VII



COVENANTS APPLICABLE TO THE COMPANY WHILE THE SERIES A PREFERRED STOCK IS HELD
BY MINTO DELAWARE


 


The Company
covenants that, while any of the Series A Preferred Stock is held by Minto
Delaware or any assignee thereof, the Company will comply with the following
provisions unless otherwise specifically provided for in this Article VII.


 


SECTION 7.1.                       Corporate Existence. 
The Company will preserve and keep in full force and effect its
existence, rights and franchises.


 


SECTION 7.2.                       Insurance. 
The Company will maintain with financially sound and reputable insurance
companies having a rating by Best of at least A and vii, funds or underwriters,
insurance of the kinds, covering the risks and in the relative proportionate
amounts usually carried by reasonable and prudent companies conducting
businesses similar to that of the Company.


 


SECTION 7.3.                       Taxes. 
The Company will pay and discharge, or cause to be paid and discharged,
before the same shall become overdue, all Taxes, assessments and other
governmental charges imposed upon the Company and its real properties, sales
and activities, or any part thereof, or upon the income or profits therefrom,
as well as all claims for labor, materials, or supplies, which if unpaid might
by law become a Lien or charge upon any of its properties; provided, however,
that any such Tax, assessment, charge, levy or claim need not be paid if the
validity or amount thereof shall currently be contested in good faith by
appropriate proceedings and if the Company shall have set aside on its books
adequate reserves with respect thereto; and provided, further, that the Company
will pay or cause to be paid all such taxes, assessments, charges, levies or
claims forthwith upon the commencement of foreclosure on any lien which may
have attached as security therefor.


 


SECTION 7.4.                       Inspection of Properties and Books. 
The Company shall permit Minto Delaware or any of its designated
representatives to visit and inspect any of the properties of the Company
(subject to the rights of tenants), to examine the books of account of the
Company (and to make copies thereof and extracts therefrom), and to discuss the
affairs, finances and accounts of the Company with, and to be advised as to the
same by, executive officers or managing members of such Persons, upon reasonable
prior notice and during normal business hours, in a manner calculated not to
disrupt ongoing business activities and at such intervals as Minto Delaware may
reasonably request.


 


SECTION 7.5.                       Compliance with Laws, Contracts,
Licenses and Permits.  The Company will (a) comply
in all material respects with all Applicable Laws and regulations wherever its
business is conducted except where the failure to so comply has no Material
Adverse Effect, (b) comply with the provisions of the Charter and Bylaws, (c) comply
in all material respects


 


26





















 


with all
agreements and instruments by which it or any of its properties may be bound
(including, without limitation, the Related Agreements), (d) comply with
all applicable decrees, orders, and judgments, except where the failure to
comply has no Material Adverse Effect and (e) comply in all material
respects with all required approvals, permits and licenses except where the
failure to comply has no Material Adverse Effect.  If at any time while any Purchased Shares are
outstanding, any authorization, consent, approval, permit or license from any
officer, agency or instrumentality of any government shall become necessary or
required in order that the Company may fulfill any of its obligations
hereunder, the Company will promptly take or cause to be taken all reasonable
steps within its power to obtain such authorization, consent, approval, permit
or license and, if requested by Purchaser, furnish Minto Delaware with evidence
thereof.


 


SECTION 7.6.                       REIT Ownership Limitations. 
The Company will not, without the consent of a majority in interest of
the Series A Preferred Stock, amend the ownership limit in its Charter and
will use its reasonable best efforts to take any other action sufficient to
ensure that the Company will (1) satisfy the “five or fewer” rule under
Sections 856(h) and 542(a)(2) of the Code commencing as of July 1,
2006 (disregarding for this purpose the “at any time during the last half of
the taxable year” requirement) and (2) qualify as a “domestically
controlled REIT” within the meaning of Section 897(h)(4)(B) of the
Code by no later than the later of (a) December 31, 2010 or (b) five
years after the date on which the Purchaser acquires at least 235,110 Voting Shares,
and in each case at all times thereafter.


 


SECTION 7.7.                       Operation and Election to Qualify as
a REIT.  The Company will at all times use its best
efforts to be organized and operated in accordance with the requirements for
qualification and taxation as a REIT under the Code commencing with its taxable
year ending December 31, 2005.  The
Purchaser acknowledges that no assurance exists that the Company will qualify
for the REIT election under the Code. 
The Company will use its best efforts to qualify as a “domestically
controlled REIT” under the Code as soon as possible subsequent to the Initial
Closing.


 


ARTICLE VIII



COVENANTS APPLICABLE TO DELIVERY OF FINANCIAL INFORMATION


 


The Company hereby
agrees that so long as any shares of Common Stock or Series A Preferred
Stock are held by Minto Delaware or its assignees, the Company will comply with
the following provisions; provided, however, that Minto Delaware may waive or
modify the provisions related to the time period by which the financial
information referred to in this section must be delivered to Minto
Delaware:


 


SECTION 8.1.                       Annual Statements. 
Within 90 days after the close of each fiscal year of the Company,
commencing with the fiscal year ending on December 31, 2005, the Company,
upon request of Minto Delaware, will deliver to Minto Delaware an audited
balance sheet and statements of income and retained earnings and of cash flows
of the Company, which annual financial statements shall show the financial
condition of the Company as of the close of such fiscal year and the results of
the Company’s operations during such fiscal year.  Each of the audited financial statements
delivered pursuant to above shall be certified without qualification


 


27





















 


by such
accounting firm to have been prepared in accordance with generally accepted
accounting principles consistently applied except as specifically disclosed
therein.  Minto Delaware shall bear the
incremental cost of the Purchaser’s accountants conducting such audit after the
completion of the audit of the Purchaser, which incremental cost shall be
determined by the Purchaser in good faith.


 


SECTION 8.2.                       Quarterly Statements. 
Within 40 days after the end of each fiscal quarter of the Company,
commencing with the fiscal quarter ending March 31, 2006, the Company will
deliver to Minto Delaware unaudited balance sheets and statements of income and
retained earnings and of cash flows of the Company as of the end of such fiscal
quarter, and the Company will supplement such financial statements with
individual property operating data and year-to-date financial data through the
end of the current calendar quarter.


 


SECTION 8.3.                       Officer’s Certificates. 
In addition to the delivery of financial statements of the Company
pursuant to Sections 8.1 and 8.2 above, in connection with the Company’s
quarterly and annual financial statements the Company shall deliver to Minto
Delaware a certificate of the President or Chief Financial Officer of the
Company, acting in such capacity, (a) that, except as may otherwise be
indicated therein or provided for in this Agreement, to the best of his or her
knowledge, such statements have been prepared in accordance with GAAP
consistently applied and present fairly the financial position of the Company
as of the dates specified and the results of its respective operations and
changes in financial position with respect to the periods specified (subject in
the case of interim financial statements only to normal year-end audit
adjustments described in reasonable detail) and (b) to the effect
that such officer has caused the provisions of this Agreement and the Related
Agreements to be reviewed and has no knowledge of the breach of any covenant or
noncompliance with any term of this Agreement or any of the Related Agreements,
or, stating there is such a breach and listing the steps being taken by the
Company to cure such breach.


 


ARTICLE IX



TAX MATTERS


 


SECTION 9.1.                       Tax Returns.


 


(a)                                  Subject to Section 9.1(c),
Minto Delaware shall prepare and file or cause to be filed when due (taking
into account all extensions properly obtained) all Tax Returns that are
required to be filed by or with respect to the Company for taxable years or
periods ending on or before the Initial Closing, and Minto Delaware shall remit
or cause to be remitted any Taxes due in respect of such Tax Returns, and the
Company shall prepare and file or cause to be filed when due (taking into
account all extensions properly obtained) all Tax Returns that are
required to be filed by or with respect to the Company for taxable years or
periods ending after the Initial Closing and the Company shall remit or cause
to be remitted any Taxes due in respect of such Tax Returns.


 


(b)                                 From and after the Initial Closing, (1) Minto
Delaware and Minto Holdings, jointly and severally, shall indemnify the
Purchaser and the Company, pursuant to, and subject to


 


28





















 


the
limitations set forth in, Article X and with respect to Section 9.1(b)(1)(B),
so long as the Company has complied with the covenant of Section 9.4, for
all Taxes (A) in excess of the amount, if any, reserved for Taxes on the
Opening Balance Sheet (i) imposed on the Company for any taxable year or
period, or portion thereof, that ends on or before the Initial Closing and (ii) of
any Person (other than the Company) imposed on the Company as a transferee or
successor, by contract or pursuant to any requirement of laws (including
pursuant to Treasury Regulations Section 1.1502-6), which Taxes relate to
an event or transaction occurring before the Initial Closing and (B) incurred
in connection with the sale, exchange or other transfer of property of the
Company or an Affiliate of the Company prior to the Initial Closing in a
transaction intended to be tax-free under Section 1031 of the Code without
regard to whether the Tax is imposed on the Company for a taxable year or
period ending on, before or after the Initial Closing and (2) the Company
shall indemnify Minto Delaware and Minto Holdings pursuant to and subject to
the limitations set forth in Article X for all Taxes imposed on the
Company for any taxable year or period, or portion thereof ending after the
Initial Closing (other than Taxes for which Minto Delaware and Minto Holdings
are responsible pursuant to Section 9.1(b)(1)(B)).  In the case of any taxable period that
includes (but does not end on) the Initial Closing (a “Straddle Period”),
the Taxes of the Company (or Taxes for which the Company is liable) for the
portion of the period ending on the date of the Initial Closing (for which
Minto Delaware and Minto Holdings are obligated to indemnify the Purchaser)
shall be determined based on an interim closing of the books as of the close of
business on the date of the Initial Closing (and for such purpose, the taxable
period of any partnership or other pass-through entity in which the Company
holds a beneficial interest shall be deemed to terminate at such time), except
that the amount of any real or personal property Taxes or similar Taxes (which
are not based on or measured by income or receipts) related to the pre-Initial
Closing Period shall be determined by reference to the number of days in the
pre-Initial Closing and post-Initial Closing period of the Straddle Period.


 


(c)                                  The Purchaser shall promptly cause
the Company to prepare and provide to Minto Delaware a package of Tax
information materials, including, without limitation, schedules and work papers
(the “Tax Package”) required by Minto Delaware to enable Minto
Delaware to prepare and file all Tax Returns required to be prepared and filed
by it pursuant to Section 9.1(a). 
The Tax Package shall be completed in accordance with past practice,
including past practice as to providing such information and as to the method
of computation of separate taxable income or other relevant measure of income
of the Company.  The Purchaser and the
Company shall cause the Tax Package to be delivered to Minto Delaware within
sixty (60) days after the Initial Closing.


 


SECTION 9.2.                       Contest Provisions.


 


(a)                                  The Purchaser shall promptly notify
Minto Delaware in writing upon receipt by the Purchaser, the Company or any of
their respective Affiliates of notice of any pending or threatened federal,
state, local or foreign Tax audits, examinations or assessments which might
affect the Tax liabilities for which Minto Delaware or Minto Holdings may be
liable pursuant to Section 9.1 and Article X.


 


29





















 


(b)                                 Notwithstanding Section 10.2,
Minto Delaware shall have the right to represent the Company’s interests in any
Tax audit or administrative or court proceeding relating to taxable periods
ending on or before the Initial Closing, and to employ counsel of its choice at
its expense; provided, however, that Minto Delaware shall have no right to
represent the Company’s interests in any Tax audit or administrative or court
proceeding unless Minto Delaware shall have first notified the Purchaser in
writing of its intention to do so and shall have agreed with the Purchaser in
writing that, as between the Purchaser, on the one hand, and Minto Delaware and
Minto Holdings, on the other hand, Minto Delaware and Minto Holdings shall be
liable for any Taxes that result from such audit or proceeding attributable to
taxable periods ending on before the Initial Closing.  The Company and its representatives shall
cooperate with Minto Delaware in such a proceeding and shall have the right to
participate fully at their expense in any such audit or proceeding and to
consent to any settlement which affects a Tax period or Straddle Period ending
after the Initial Closing. 
Notwithstanding the foregoing, Minto Delaware shall not be entitled to
settle, either administratively or after the commencement of litigation, any
claim for Taxes which adversely affects the liability for Taxes of the
Purchaser, the Company or any Affiliate thereof for any period after the
Initial Closing to any extent (including, but not limited to, the imposition of
income Tax deficiencies, the reduction of asset basis or cost adjustments, the
lengthening of any amortization or depreciation periods, the denial of
amortization or depreciation deductions, or the reduction of loss or credit
carryforwards) without the prior written consent of the Purchaser, provided
however that Purchaser’s consent may not be unreasonably withheld.


 


SECTION 9.3.                       Refunds and Amended Returns.


 


(a)                                  Any refund of the Taxes of the
Company or any of its subsidiaries plus any interest received with respect
thereto from the applicable taxing authorities for any taxable year or period
or portion thereof ending before the Initial Closing (including without
limitation, refunds arising from amended Tax Returns filed after the Closing
Date) shall be for the account of Minto Holdings and, if received by the Purchaser
or the Company or its subsidiaries shall be paid to Minto Holdings within ten (10) calendar
days after the Purchaser or the Company or its subsidiaries receives such
refund.  Any refunds or credits of Taxes
of the Company or its subsidiaries for any Straddle Period shall be apportioned
between Minto Holdings and the Company in the same manner as the liability for
such Taxes is apportioned pursuant to Section  9.1(b).


 


(b)                                 Notwithstanding anything to the
contrary in this Agreement, neither Minto Holdings nor the Purchaser shall, or
permit the Company or its subsidiaries to, file any amended Tax Return relating
to the Company or its subsidiaries (or otherwise change such Tax Returns) with
respect to taxable periods ending on or prior to the Closing Date without
written consent of the other party if such amendment adversely affects the
other party, unless required to do so by law.


 


SECTION 9.4.                       Tax Treatment
of Initial Property Acquisitions.   Unless otherwise required by Applicable
Laws, the Purchaser and the Company each agrees to treat the acquisition of a
sufficient number of the Initial Properties having an aggregate purchase price
of approximately $294 million as a tax-free “like-kind exchange” within the
meaning of Section 1031 of the Code 


 


30





















 


resulting in the recognition of no taxable gain by the
Company, and shall take no action inconsistent with such treatment.


 


SECTION 9.5.                       Assistance and Cooperation. 
After the Initial Closing, each of Minto Delaware and the Purchaser
shall (and cause their respective Affiliates to):


 


(a)                                  assist the other party in preparing
any Tax Returns which such other party is responsible for preparing and filing
in accordance with Section 9.1;


 


(b)                                 cooperate fully in preparing for any
audits of, or disputes with taxing authorities regarding, any Tax Returns of
the Company;


 


(c)                                  make available to the other and to
any taxing authority as reasonably requested all information, records, and
documents relating to Taxes of the Company;


 


(d)                                 provide timely notice to the other
in writing of any pending or threatened Tax audits or assessments of the
Company for taxable periods for which the other may have a liability under this
Article IX;


 


(e)                                  furnish the other with copies of all
correspondence received from any taxing authority in connection with any Tax
audit or information request with respect to any such taxable period;


 


(f)                                    timely sign and deliver such
certificates or forms as may be necessary or appropriate to establish an
exemption from (or otherwise reduce), or file Tax Returns or other reports with
respect to, Taxes relating to sales, transfer and similar Taxes;


 


(g)                                 retain all books and records with
respect to Tax matters pertinent to the Company relating to any taxable period
beginning before the Initial Closing until the expiration of the statute of
limitations (and, to the extent notified by the other party, any extensions
thereof) of the respective taxable periods, and to abide by all record
retention agreements entered into with any taxing authority; and


 


(h)                                 give the other party reasonable
written notice prior to transferring, destroying or discarding any such books
and records and, if the other party so requests, allow the other party to take
possession of such books and records or obtain copies of same.


 


ARTICLE X



SURVIVAL AND REMEDY; INDEMNIFICATION


 


SECTION 10.1.                 Survival. 
The covenants and agreements contained in this Agreement shall expire
after the Initial Closing; provided that the covenants and agreements to be
performed after the Initial Closing (including, without limitation, this Article X) shall
not expire until all obligations have been fully discharged with respect
thereto and the covenants contained in Sections 7.6 and 7.7 and Article IX
shall survive indefinitely.  The
representations and warranties contained in this Agreement shall survive until
three (3) years after the Initial


 


31





















 


Closing;
provided, that (a) the representations and warranties contained in Sections
3.2, 3.3, 3.4(a) (with respect to the first sentence only), 3.10, 3.16
(with respect to Environmental Laws only), 3.28 and 4.6 shall survive until 30
days after the expiration of the applicable statute of limitations (including
extensions).  If written notice of a
claim has been given in accordance with this Agreement prior to the expiration
of the applicable representations, warranties, covenants or agreements, then
the applicable representations, warranties, covenants or agreements shall
survive as to such claim, until such claim has been finally resolved.


 


SECTION 10.2.                 Indemnification.


 


(a)                                  By Minto Delaware and Minto Holdings. 
Subject to the limitations set forth in this Article X, Minto
Delaware and Minto Holdings, jointly and severally, shall indemnify, save and
hold harmless the Purchaser, the Company and their Affiliates, successors and
assigns and each of the respective officers, directors, employees and agents of
the foregoing from and against any and all Damages arising out of, resulting from
or incident to (and without regard to any materiality qualifications contained
therein, including, without limitation, a Material Adverse Effect)::


 


(i)                                     the breach of any warranty or the
inaccuracy of any representation contained in this Agreement by Minto Delaware
or Minto Holdings; and


 


(ii)                                  the breach of any covenant or
agreement contained in this Agreement by Minto Delaware or Minto Holdings or
any failure by Minto Delaware or Minto Holdings to perform any of their
obligations in this Agreement.


 


(b)                                 By the Purchaser. 
Subject to the limitations set forth in this Article X, the
Purchaser shall indemnify, save and hold harmless Minto Delaware, Minto
Holdings, the Company and their Affiliates, successors and assigns and each of
the respective officers, directors, employees and agents of the foregoing from
and against any and all Damages arising out of, resulting from or incident to
(and without regard to any materiality qualifications contained therein,
including, without limitation, a Material Adverse Effect):


 


(i)                                     the breach of any warranty or the
inaccuracy of any representation contained in this Agreement by the Purchaser;
and


 


(ii)                                  the breach of any covenant or
agreement contained in this Agreement by the Purchaser or any failure by the
Purchaser to perform any of its obligations in this Agreement.


 


(c)                                  By the Company. 
Subject to the limitations set forth in this Article X, the Company
shall indemnify, save and hold harmless the Purchaser, Minto Delaware, Minto
Holdings and their Affiliates, successors and assigns and each of the
respective officers, directors, employees and agents of the foregoing from and
against any and all Damages arising out of, resulting from or incident to (and
without regard to any materiality qualifications contained therein, including,
without limitation, a Material Adverse Effect):


 


32





















 


(i)                                     the breach of any warranty or the
inaccuracy of any representation contained in this Agreement by the Company
(other than with respect to a representation or warranty contained in Article III
for which Minto Holdings and Minto Delaware are obligated to indemnify, save
and hold harmless pursuant to Section 10.2(a)); and


 


(ii)                                  the breach of any covenant or
agreement contained in this Agreement by the Company or any failure by the
Company to perform any of its obligations in this Agreement.


 


(d)                                 Procedures.


 


(i)                                     Except as otherwise provided in this
Agreement, any party seeking any indemnification under this Section 10.2
(an “Indemnified Party”) shall give the party from whom
indemnification is being sought (an “Indemnifying Party”) notice of
any matter which such Indemnified Party has determined has given or could give
rise to a right of indemnification under this Agreement as soon as practicable
after the party potentially entitled to indemnification becomes aware of any
fact, condition or event which may give rise to Damages for which
indemnification may be sought under this Section 10.2.


 


(ii)                                  The liability of an Indemnifying
Party under this Section 10.2 with respect to Damages arising from claims
of any third party which are subject to the indemnification provided for in
this Section 10.2 (“Third Party Claims”) shall be governed by and
contingent upon the following additional terms and conditions.  If an Indemnified Party shall receive notice
of any Third Party Claim, the Indemnified Party shall give the Indemnifying
Party notice of such Third Party Claim within twenty (20) days of the
receipt by the Indemnified Party of such notice; provided, however, that the
failure to provide such notice shall not release the Indemnifying Party from
any of its obligations under this Section 10.2 except to the extent the
Indemnifying Party is materially and irreparably prejudiced by such
failure.  The Indemnifying Party shall be
entitled to assume and control the defense of such Third Party Claim at its
expense and through counsel of its choice if it acknowledges, without
qualification, its indemnification obligations hereunder and gives notice of
its intention to do so to the Indemnified Party within thirty (30) days of
the receipt of such notice from the Indemnified Party; provided, however, that
if there exists a material conflict of interest (other than one that is of a
monetary nature) that would make it inappropriate for the same counsel to
represent both the Indemnified Party and the Indemnifying Party, then the
Indemnified Party shall be entitled to retain its own counsel, at the expense
of the Indemnifying Party, provided, that the Indemnifying Party shall not be
obligated to pay the reasonable fees and expenses of more than one separate
counsel for all Indemnified Parties, taken together (except to the extent that
local counsel are necessary or advisable for the conduct of such action or
proceeding, in which case the Indemnifying Party shall also pay the reasonable
fees and expenses of any such local counsel). 
If the Indemnifying Party shall not assume the defense of any Third
Party Claim or litigation resulting therefrom, the Indemnified Party may defend
against such claim or litigation in such manner as it may deem appropriate and
may settle such claim or litigation on such terms as it may deem appropriate;
provided, however, that in settling any action in respect of which
indemnification is 


 


33





















 


payable under this Article, it shall act reasonably and in
good faith.  In the event the
Indemnifying Party exercises the right to undertake any such defense against
any such Third Party Claim as provided above, the Indemnified Party shall
cooperate with the Indemnifying Party in such defense and make available to the
Indemnifying Party, all witnesses, pertinent records, materials and information
in the Indemnified Party’s possession or under the Indemnified Party’s control
relating thereto as is reasonably required by the Indemnifying Party.  Similarly, in the event the Indemnified Party
is, directly or indirectly, conducting the defense against any such Third Party
Claim, the Indemnifying Party shall cooperate with the Indemnified Party in
such defense and make available to the Indemnified Party, all such witnesses,
records, materials and information in the Indemnifying Party’s possession or
under the Indemnifying Party’s control relating thereto as is reasonably required
by the Indemnified Party.  The
Indemnifying Party shall not, without the written consent of the Indemnified
Party, (i) settle or compromise any Third Party Claim or consent to the
entry of any judgment which does not include an unconditional written release
by the claimant or plaintiff of the Indemnified Party from all liability in
respect of such Third Party Claim, (ii) settle or compromise any Third
Party Claim if the settlement imposes equitable remedies or material
obligations on the Indemnified Party other than financial obligations for which
such Indemnified Party will be indemnified hereunder, or (iii) settle or
compromise any Third Party Claim if the result is to admit civil or criminal
liability or culpability on the part of the Indemnified Party or that gives
rise to criminal liability with respect to the Indemnified Party.  No Third Party Claim which is being defended
in good faith by the Indemnifying Party in accordance with the terms of this
Agreement shall be settled or compromised by the Indemnified Party without the
written consent of the Indemnifying Party.


 


SECTION 10.3.                 Limitations. 
Except as otherwise provided herein:


 


(a)                                  If an Indemnified Party recovers
Damages from an Indemnifying Party under Section 10.2, the Indemnifying
Party shall be subrogated, to the extent of such recovery, to the Indemnified
Party’s rights against any third party, other than a third party with whom the
Indemnified Party has a material business agreement or arrangement, with
respect to such recovered Damages subject to the subrogation rights of any
insurer providing insurance coverage under one of the Indemnified Party’s
policies and except to the extent that the grant of subrogation rights to the
Indemnifying Party is prohibited by the terms of the applicable insurance
policy.


 


(b)                                 The amount of any Damages owed to
any Indemnified Party hereunder shall be net of any insurance, indemnity,
contribution or other payments or recoveries of a like nature with respect
thereto actually recovered (it being agreed that, promptly after the
realization of any such reductions of Damages pursuant hereto, such party shall
reimburse the Indemnifying Party for such reduction in Damages for which such
party was indemnified prior to the realization of such reductions of Damages).


 


(c)                                  Minto Delaware agrees to pledge the
shares of Common Stock and Series A Preferred Stock held by Minto Delaware
as collateral for the indemnification obligations of each of Minto Delaware and
Minto Holdings set forth in this Article X for a period of three years


 


34





















 


following
the Initial Closing.  Minto Delaware
shall deliver possession of its shares of Common Stock and Series A
Preferred Stock at the Initial Closing to secure the pledge.  Notwithstanding the foregoing, Minto Delaware
shall have the right to (i) borrow up to 50% of the liquidation amount of
the shares of Series A Preferred Stock held by it and (ii) pledge,
mortgage or create any other lien or security interest (in all cases, senior to
the Purchaser’s security interest) on any and all of the shares of Common
Stock and Series A Preferred Stock in favor of a third party lender.  The Purchaser agrees to execute any
reasonable documentation to accomplish the foregoing on a prompt basis.


 


SECTION 10.4.                 Exclusive Remedy. 
Each party hereby acknowledges and agrees that, from and after the
Initial Closing and except for claims seeking equitable relief, its sole remedy
relating to the transactions contemplated by this Agreement shall be pursuant
to the indemnification provisions of this Article X.  In furtherance of the foregoing, each party
hereby waives, from and after the Initial Closing, to the fullest extent
permitted by Applicable Laws, any and all other rights, claims, and causes of
action it may have against the other parties or their respective
representatives and Affiliates relating to the transactions contemplated by
this Agreement, other than claims seeking equitable relief or for or in the
nature of fraud.


 


SECTION 10.5.                 Confidentiality.  Each party agrees that all information
furnished by any other party under this Agreement or any Related Agreement,
whether prior to or after the date of this Agreement, in connection with the
transactions contemplated hereunder (such information, together with all notes,
memoranda, summaries, analyses, compilations and other writings relating
thereto or based thereon, the “Confidential Information”) will be
kept strictly confidential and will be used solely for the purpose of
determining the desirability of this transaction and future actions to be taken
by the receiving party; provided, however, that each party may (i) share
the Confidential Information with its counsel and accountants, subject to
informing them of the provisions of this Section 10.5 and (ii) disclose
such information that is required to be disclosed pursuant to the Securities
Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and
the regulations promulgated thereunder and use its best efforts to notify the
other party as early as possible prior to such disclosure.  The term “Confidential Information” does not
include information which is in the public domain or was or becomes available
on a non-confidential basis from a Person that is not under an obligation
(whether contractual, legal or fiduciary) to keep such information
confidential.


 


ARTICLE XI



NOTICES


 


All notices or
other communications required or permitted under this Agreement or any Related
Agreement shall be in writing and shall be deemed given or delivered: (i) when
delivered personally or by commercial messenger; (ii) one business day
following deposit with a recognized overnight courier service, provided such
deposit occurs prior to the deadline imposed by such service for overnight
delivery; (iii) when transmitted, if sent by facsimile copy, provided
confirmation of receipt is received by sender and such notice is sent by an
additional method provided hereunder, in each case above provided such
communication is addressed to the intended recipient thereof as set forth
below:


 


35





















 


	
  If to the
  Company, addressed to:

  
	
   

  
	
  Minto Holdings
  (at the address below)

  
	
  and the
  Purchaser (at the address below)

  
	
   

  
	
  If to Minto
  Delaware, addressed to:

  
	
   

  
	
  c/o Minto
  Communities, LLC

  
	
  4400 West Sample
  Road

  
	
  Coconut Creek,
  FL  33073-3450

  
	
  Attention:  President

  
	
   

  
	
  If to Minto
  Holdings, addressed to:

  
	
   

  
	
  Minto Holdings, Inc.

  
	
  Suite 300

  
	
  427 Laurier
  Avenue West

  
	
  Ottawa, Ontario,
  Canada

  
	
  KIR 7Y2

  
	
  Attention:  President

  
	
   

  
	
  with a copy to:

  
	
   

  
	
  Clifford Chance
  US LLP

  
	
  31 West 52nd
  Street

  
	
  New York,
  NY  10019

  
	
  Attention: Larry
  P. Medvinsky

  
	
  Facsimile:  (212) 878 8375

  
	
   

  
	
  If to the
  Purchaser, addressed to:

  
	
   

  
	
  Inland American
  Real Estate Trust, Inc.

  
	
  2901 Butterfield
  Road

  
	
  Oak Brook,
  Illinois  60523

  
	
  Attention:
  Brenda G. Gujral

  
	
   

  
	
  with a copy to:

  
	
   

  
	
  The Inland Group, Inc.

  
	
  2901 Butterfield
  Road

  
	
  Oak Brook,
  Illinois  60523

  
	
  Attention:
  Robert H. Baum

  



 


36





















 


	
  Shefsky &
  Froelich Ltd.

  
	
  111 East Wacker
  Drive

  
	
  Suite 2800

  
	
  Chicago,
  Illinois 60601

  
	
  Attention:
  Michael J. Choate, Esq.

  
	
  Facsimile:  (312) 275-7554

  



 


ARTICLE XII



AMENDMENTS AND WAIVERS


 


Any term of this
Agreement may be amended and the observance of any term of this Agreement may
be waived (either generally or in a particular instance and either
retroactively or prospectively) only with the written consent of the
Company and the Purchaser.


 


ARTICLE XIII



CHOICE OF LAW; SUBMISSION TO JURISDICTION

AND WAIVER OF JURY TRIAL; DISPUTE RESOLUTION


 


SECTION 13.1.                 Governing Law


 


THIS
AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF
ILLINOIS (WITHOUT GIVING EFFECT TO ANY CONFLICTS OR CHOICE OF LAWS PROVISIONS
THAT WOULD CAUSE THE APPLICATION OF THE DOMESTIC SUBSTANTIVE LAWS OF ANY OTHER
JURISDICTION).


 


SECTION 13.2.                 Consent To the Non-Exclusive
Jurisdiction Of the Courts Of Illinois.


 


SUBJECT
TO THE PROVISIONS OF SECTION 13.5, EACH OF THE PARTIES HERETO HEREBY
CONSENTS TO THE NON-EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF
ILLINOIS AND THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF
ILLINOIS, AS WELL AS TO THE JURISDICTION OF ALL COURTS TO WHICH AN APPEAL MAY BE
TAKEN FROM SUCH COURTS, FOR THE PURPOSE OF ANY SUIT, ACTION OR OTHER PROCEEDING
ARISING OUT OF, OR IN CONNECTION WITH, THIS AGREEMENT OR ANY OF THE RELATED
AGREEMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY,
INCLUDING, WITHOUT LIMITATION, ANY PROCEEDING RELATING TO ANCILLARY MEASURES IN
AID OF ARBITRATION, PROVISIONAL REMEDIES AND INTERIM RELIEF, OR ANY PROCEEDING
TO ENFORCE ANY ARBITRAL DECISION OR AWARD.


 


37





















 


SECTION 13.3.                 Waiver Of Jury Trial


 


EACH OF
THE PARTIES HERETO HEREBY VOLUNTARILY AND IRREVOCABLY WAIVES TRIAL BY JURY IN
ANY ACTION OR OTHER PROCEEDING BROUGHT IN CONNECTION WITH THIS AGREEMENT, ANY
OF THE OTHER TRANSACTION DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED
HEREBY OR THEREBY.


 


SECTION 13.4.                 Equitable Remedies.


 


The parties hereto
agree that irreparable harm would occur in the event that any of the agreements
and provisions of this Agreement were not performed fully by the parties hereto
in accordance with their specific terms or conditions or were otherwise
breached, and that money damages are an inadequate remedy for breach of the
Agreement because of the difficulty of ascertaining and quantifying the amount
of damage that will be suffered by the parties hereto in the event that this
Agreement is not performed in accordance with its terms or conditions or is
otherwise breached.  It is accordingly
hereby agreed that the parties hereto shall be entitled to an injunction or
injunctions to restrain, enjoin and prevent breaches of this Agreement by the
other parties and to enforce specifically such terms and provisions of this
Agreement in any court of the United States or any state having jurisdiction,
such remedy being in addition to and not in lieu of, any other rights and
remedies to which the other parties are entitled to at law or in equity.


 


SECTION 13.5.                 Arbitration. 
All disputes arising out of, in connection with, or in any way related
to, this Agreement among the parties to this Agreement and claims pursuant to Article X
of this Agreement which are not resolved within six (6) months of an
Indemnified Party’s sending of a notice of claim with respect thereto (each an “Arbitrated
Claim”), shall be resolved by binding arbitration, and each party hereto
hereby waives any right it may otherwise have to such a resolution of any
Arbitrated Claim by any means other than arbitration pursuant to this Section 13.5.  As a minimum set of rules in the
arbitration, the parties agree as follows:


 


(a)                                  The place of the arbitration shall
be Chicago, Illinois.  The arbitration
must be held in the English language in accordance with the Streamlined
Arbitration Rules and Procedures of JAMS in effect on the date hereof,
except as modified by this Agreement.


 


(b)                                 The arbitration will be held before
a single arbitrator selected by the (i) the Purchaser and (ii) Minto
Delaware and/or Minto Holdings, as applicable. 
If the respective parties in interest cannot agree on an arbitrator
within thirty (30) days of the delivery of an Arbitration Demand (as
defined below), JAMS will appoint such arbitrator.  The arbitrator will be knowledgeable
regarding commercial transactions similar in nature to the transactions
contemplated by this Agreement.


 


(c)                                  Any party or parties initiating
arbitration (the “Arbitration Claimants”) will give to the other
party or parties (the “Arbitration Respondents”) notice of their intention
to arbitrate (the “Arbitration Demand”). 
The Arbitration Demand will contain a notice regarding the nature of the
claim.  The Arbitration Respondents will
file an answering statement (the “Arbitration Answer”) within
thirty (30) days after the Arbitration Demand.  The Arbitration Answer will contain a
statement setting forth in reasonable detail the Arbitration Respondents’
responses and defenses to the Arbitrated Claim. 
If the Arbitration Respondents assert a counterclaim, (i) the


 


38





















 


Arbitration
Respondents shall send it with the Arbitration Answer and such counterclaim
must include a statement setting forth in reasonable detail the nature of the
counterclaim, the amount involved, if any, and the remedy sought, and (ii) the
Arbitration Claimants will file a reply statement (the “Arbitration Reply”)
as soon as is reasonably practicable, but in no event later than thirty
(30) days, after the counterclaim. The Arbitration Reply will contain a
statement setting forth in reasonable detail the Arbitration Claimants’
responses and defenses to the counterclaim. 
If no Arbitration Answer or Arbitration Reply is given within the stated
time, the claim or the counterclaim will be assumed to be granted.  Failure to file an Arbitration Answer or
Arbitration Reply will not operate to delay the arbitration.


 


(d)                                 Unless the parties to the
arbitration agree otherwise, the arbitrator may order depositions only for good
cause and each party to the Arbitrated Claim may make such document requests
and other discovery (other than depositions) as permitted in accordance with
the Streamlined Arbitration Rules and Procedures of JAMS in effect on the
date hereof.


 


(e)                                  The arbitration hearings will be
conducted over a period not to exceed thirty (30) days commencing as of
the date of the first hearing.  The
arbitrator shall make a final decision on the Arbitrated Claim within thirty
(30) days of the final hearing.  The
arbitrator may make such orders with regard to scheduling, allocation of
hearing time, or otherwise as he or she deems appropriate to achieve compliance
with these time limitations.  The parties
have included the foregoing provisions limiting the scope and extent of the
arbitration with the intention of providing for prompt, economic and fair
resolution of any dispute submitted to arbitration.


 


(f)                                    The Arbitration Claimants, on the
one hand, and the Arbitration Respondents, on the other, will, as an initial
matter, equally bear the costs and fees of the arbitration, if applicable, but
the arbitrator shall award such costs in inverse proportion as the Arbitration
Claimants, on the one hand, and the Arbitration Respondents, on the other, may
prevail on the matters resolved by the arbitrator (based on the variance of their
respective proposed Arbitration Demand, Arbitration Answer and/or Arbitration
Reply, as applicable, from the determination of the arbitrator), which
proportionate allocations shall be determined by the arbitrator at the time the
determination of the arbitrator is rendered on the merits of the matters
submitted.


 


(g)                                 The arbitrator shall enter a written
award specifying the basis for his or her decision, including findings of fact
and conclusions of law, the basis for the Damages award and a breakdown of the
Damages awarded, and the basis for any other remedy.  Any party dissatisfied with the award may
invoke the JAMS Optional Arbitration Appeal Procedure (based on the rules therefor
in effect at the time of this Agreement). 
Such JAMS Optional Arbitration Appeal shall be limited to whether there
are any erroneous conclusions of law, or any findings of fact not supported by
substantial evidence.  The appellate
arbitral panel may vacate, modify, correct, or affirm the award in whole or in
any part.  The award (as modified,
corrected, or affirmed by the appellate arbitral panel, or if no such JAMS
appeal is taken, as originally rendered by the arbitrator) will be
considered as a final and binding resolution of the disagreement.


 


(h)                                 Any arbitration proceeding will be
conducted on a confidential basis, and any Confidential Information disclosed
during any such proceeding will be kept confidential by the parties to such
proceeding and by the arbitrator.


 


39





















 


(i)                                     The arbitrator’s discretion to
fashion remedies hereunder will be no broader or narrower than the legal and
equitable remedies available to a court before which such Arbitrated Claim may
have been brought but for this Section 13.5, unless the parties expressly
state elsewhere in this Agreement that parties will be subject to broader or
narrower legal and equitable remedies than would be available under the law
governing this Agreement.


 


(j)                                     The arbitral award will be the
exclusive remedy of the parties for all claims, counterclaims, issues or
accountings presented or pleaded to the arbitrator.  The award will include interest from the date
of the Arbitrated Claim until the award is fully paid, computed at the
then-prevailing U.S. prime rate, plus five percent (5%).  Any additional costs, fees or expenses
incurred in enforcing the arbitral award (or successfully resisting
it) will be borne by the party against which enforcement is sought if such
award is successfully enforced (or borne by the party seeking to enforce such
award if the resisting party successfully resists its enforcement).  Any party may enforce an arbitral award in
any court of competent jurisdiction.


 


ARTICLE XIV



ENTIRE AGREEMENT; COUNTERPARTS; SECTION HEADINGS


 


This Agreement,
the Related Agreements and the other writings referred to herein or delivered
pursuant hereto which form a part hereof contain the entire understanding of
the parties hereto with respect to its subject matter.  This Agreement supersedes and renders null
and void all prior agreements and understandings between the parties with
respect to the subject matter hereof.


 


This Agreement or
any amendment hereto may be executed in any number of counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.


 


The descriptive
headings of sections and paragraphs of this Agreement are inserted for
convenience only, and do not constitute a part of this Agreement and shall not
affect in any way the meaning or interpretation of this Agreement.


 


40





















 


IN WITNESS
WHEREOF, the parties hereto have executed this Securities Purchase and
Subscription Agreement as of the day and year first above written.


 


	
   

  	
  MINTO BUILDERS
  (FLORIDA), INC.

  
	
   

  
	
   

  
	
   

  	
  By:

  	
    /s/ J.
  Eric McKinney

  
	
   

  	
    Name: J. Eric McKinney

  
	
   

  	
    Title: Executive Vice President

  
	
   

  
	
   

  
	
   

  	
  By:

  	
    /s/
  Peter Goring

  
	
   

  	
    Name:
  Peter Goring

  
	
   

  	
    Title:
  Executive Vice President

  
	
   

  
	
   

  	
  MINTO
  (DELAWARE), LLC

  
	
   

  
	
   

  
	
   

  	
  By:

  	
    /s/ J.
  Eric McKinney

  
	
   

  	
    Name:
  J. Eric McKinney

  
	
   

  	
    Title:
  Executive Vice President

  
	
   

  
	
   

  
	
   

  	
  By:

  	
    /s/
  Peter Goring

  
	
   

  	
    Name:
  Peter Goring

  
	
   

  	
    Title:
  Executive Vice President

  
	
   

  
	
   

  	
  MINTO HOLDINGS
  INC.

  
	
   

  
	
   

  
	
   

  	
  By:

  	
    /s/ J.
  Eric McKinney

  
	
   

  	
    Name:
  J. Eric McKinney

  
	
   

  	
    Title:
  Executive Vice President

  
	
   

  
	
   

  
	
   

  	
  By:

  	
    /s/
  Peter Goring

  
	
   

  	
    Name:
  Peter Goring

  
	
   

  	
    Title:
  Senior Vice President

  
	
   

  
	
   

  	
  INLAND AMERICAN
  REAL ESTATE TRUST, INC.

  
	
   

  
	
   

  
	
   

  	
  By:

  	
    /s/
  Brenda Gail Gujral

  
	
   

  	
    Name:
  Brenda Gail Gujral

  
	
   

  	
    Title:
  President

  



 


41





















 


List of Exhibits


 


	
  Exhibit A

  	
  Disclosure Schedule

  
	
  Exhibit B

  	
  Form of Articles of Amendment Designating the Series A
  Preferred Stock

  
	
  Exhibit C

  	
  Form of Articles of Amendment Designating the Series B
  Preferred Stock

  
	
  Exhibit D

  	
  Form of Articles of Amendment Designating the Voting Shares

  
	
  Exhibit E

  	
  Form of
  Articles of Amendment Designating the Series C Preferred Stock 

  
	
  Exhibit F

  	
  Form of Second Amendment and Restated Articles of Incorporation

  
	
  Exhibit G

  	
  Initial Properties

  
	
  Exhibit H

  	
  Exemption Letter

  



 


List of Schedules


 


	
  Schedule 3.4

  	
  Equity and Debt Capitalization

  
	
  Schedule 3.7(i)

  	
  Historical Financial Statements

  
	
  Schedule 3.7(v)

  	
  Operating Balance Sheet

  
	
  Schedule 3.8

  	
  Developments

  
	
  Schedule 3.10

  	
  Tax Returns

  
	
  Schedule 3.13

  	
  Material Contracts

  
	
  Schedule 3.17

  	
  Litigation

  
	
  Schedule 3.23

  	
  Transaction Costs

  
	
  Schedule 3.25

  	
  Charter Amendments

  
	
  Schedule 3.29

  	
  Insurance

  



 





















 


EXHIBIT G


 


INITIAL PROPERTIES


 


	
  PROPERTY

  	
   

  	
  STREET
  ADDRESS

  
	
  24 Hour 249 & Jones

  	
   

  	
  21602 Tomball Pkwy Houston, Texas 77070

  
	
  24 Hour Woodlands

  	
   

  	
  1800 Lake Woodland Dr. The Woodlands, Texas 77387

  
	
  6101 Richmond Building

  	
   

  	
  6101 Richmond Ave. Houston, Texas 77057

  
	
  6234 Richmond

  	
   

  	
  6234 Richmond Ave. Houston, Texas 77057

  
	
  11500 Market Street - Hunting Bayou

  	
   

  	
  11500 Market Street, Houston, Texas 77029

  
	
  Antoine Town Center

  	
   

  	
  12430 Tomball Pkwy Houston, Texas 77086

  
	
  Ashford Plaza

  	
   

  	
  12731-A Bissonnet Houston, Texas 77099

  
	
  Atascocita Shopping Center

  	
   

  	
  7072 FM 1960 East Humble, Texas 77346

  
	
  Bay Colony Town Center

  	
   

  	
  1807 FM 646 League City, Texas 77352 (west bldg.)

  
	
  Blackhawk Town Center

  	
   

  	
  9855-9865 Blackhawk Blvd. Retail A & B

  
	
  Carver Creek Shopping Center

  	
   

  	
  2020 Masters, Dallas, Texas 75248

  
	
  Chili’s Ground Lease - Hunting Bayou

  	
   

  	
  11510 I-10 East Houston, Texas 77029

  
	
  Cinemark 12-Silverlake

  	
   

  	
  Silverlake Village, Pearland, Texas

  
	
  Cinemark Jacinto City - Hunting Bayou

  	
   

  	
  11450 I-10 East, Houston, Texas 77029

  
	
  Cinemark Webster

  	
   

  	
  20915 Gulf Freeway, Webster, Texas 77598

  
	
  CyFair Town Center

  	
   

  	
  17445 Spring Cypress Cypress, Texas 77429

  
	
  Cypress Town Center

  	
   

  	
  12220 Jones Rd. Houston, Texas 77070

  
	
  Eldridge Lakes Town Center

  	
   

  	
  6340 North Eldridge Pkwy Houston, Texas 77041

  
	
  Eldridge Town Center

  	
   

  	
  12442 FM 1960 West Houston, Texas 77065

  
	
  Friendswood Shopping Center

  	
   

  	
  140 West Parkwood Friendswood, Texas 77546

  
	
  Highland Plaza

  	
   

  	
  1520-1560 South Mason Rd. Houston, Texas 77450

  
	
  Hunting Bayou Shopping Center

  	
   

  	
  11410-11430 I-10 East Houston, Texas 77029

  
	
  Joe’s Crab Shack - Hunting Bayou

  	
   

  	
  11610 I-10 East Houston, Texas 77029

  
	
  NTB Eldridge

  	
   

  	
  12150 FM 1960 West, Houston, Texas 77065

  
	
  Pinehurst Shopping Center

  	
   

  	
  8005 FM 1960 East Humble, Texas 77346

  
	
  Saratoga Town Center

  	
   

  	
  5638 S. Staples Street Corpus Christi, Texas 78414 &

  
	
   

  	
   

  	
  6418 Saratoga Blvd. Corpus Chrisiti, Texas 78414

  
	
  Sherman Town Center

  	
   

  	
  Hwy 75 North Sherman, Texas 75091

  
	
  Spring Town Center Phase I & II - Spring Town

  	
   

  	
  21212 Kuykendahl Spring, Texas 77388

  
	
  Stables at Town Center

  	
   

  	
  8765 Spring Cypress Spring, Texas 77379

  
	
  Tomball Town Center

  	
   

  	
  14090, 14080, 14030 FM 2920 Tomball, Texas 77375

  
	
  Walgreens Springfield MO

  	
   

  	
  National @ Cherokee Springfield, Missouri

  
	
  West End Square

  	
   

  	
  2201 Hwy. 6 South Houston, Texas 77077

  
	
  Willis Town Center

  	
   

  	
  904 West Montgomery Willis, Texas 77378

  
	
  Winchester Town Center

  	
   

  	
  West Rd. @ Jones Rd. Houston, Texas

  
	
  Windermere Village

  	
   

  	
  Eldridge Parkway and FM 1960

  
	
  Woodforest Square Shopping Center

  	
   

  	
  180 Uvalde B Houston, Texas 77015