Exhibit
10.1 


 





PURCHASE
AND SALE AGREEMENT


 


THIS
PURCHASE AND SALE AGREEMENT (this “Agreement”), made as of the Effective Date (as defined in Section 1.2),
by and between Six Props LLC, a Texas Limited Liability Company ( collectively as the “Seller”) each having
an office at 2 Cypress Pt, Amarillo, TX-79124, and First Capital Real Estate Operating Partnership, L.P., a Delaware limited partnership,
having an office at 410 Park Avenue 14th Floor, New York NY 10022(the “Buyer”).


 


ARTICLE
I


Purchase
and Sale; Effective Date


 


Section
1.1.     Subject to the terms and conditions of this Agreement, Seller agrees to sell, and Buyer agrees to purchase, at the price
and upon the terms and conditions of this Agreement, the following items (collectively, the “Property”): 


 


(i)          Those
four (4) parcels of land commonly known as (1) 4300 Carriage Way, Weatherford, OK-73096 (the “La Quinta Inn Property”);
(2) 880 East I-20, Colorado City, TX-79512 (the “La Qiunta Inn Property”); (3) 501 NE Georgia Ave, Sweetwater,
TX-79556 (the “Studio 6 Property”) and (4) 121 S. Lockhart Rd, Stephenville, TX-76401 (“the Holiday Inn Express
Property”) the “Land”), as more particularly described on Exhibits A1-A4;


 


(ii)          all
buildings, structures, fixtures, parking areas, and other improvements located on the Land (collectively, the “Improvements”)
(the Land and Improvements collectively, the “Real Property”);


 


(iii)          all
rights and appurtenances pertaining to the Real Property, including all of Seller’s right, title and interest in and to
the adjacent streets, roads, alleys, strips, gores, easements, rights of ingress or egress, rights-of-way, reversionary rights,
and any other interests in, on, or to any land, highway, street, road or avenue, open or proposed, in, on, across, in front of,
abutting or adjoining the Real Property, and any awards made or to be made in connection therewith;


 


(iv)          all
of Seller’s right, title and interest in and to (A) all licenses, permits, certificates of occupancy, approvals, authorizations,
development rights, entitlements, and consents now and/or hereafter issued to Seller by any federal, state, county or municipal
authority in connection with the Real Property (collectively, the “Permits”) to the extent they are transferable
and assignable, (B) all site and as-built plans, architectural plans, development related documents, engineering plans, landscape
plans, architectural renderings, surveys, and environmental assessments or studies (collectively, the “Plans”),
if any, that are owned by Seller and that are in Seller’s possession or control, which relate to the Real Property, (C)
all contracts executed by Seller (other than the leases set forth in Section 1.1(iv)) which are binding upon or relating to the
Real Property, as set forth in Schedule 1.1(iv) (collectively, the “Contracts”) to the extent they are assignable,
they extend beyond the Closing (as defined in Section 7.2), and Buyer elects to assume them under Section 8.3 below, (D) all guaranties,
warranties and bonds, if any, made by any contractors, subcontractors, vendors or suppliers to Seller regarding their performance
or the quality of materials supplied in connection with the construction of or operation of all or any of the Real Property (collectively,
the “Warranties & Guaranties”); and


 



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(v)          all
of Seller’s right, title and interest in and to the leases, and licenses, together with the addenda, supplemental agreements,
amendments and modifications thereto, executed by Seller (the “Leases”) which relate to the Real Property that
are in effect as of the Effective Date, as set forth on Exhibit D, together with all rents, reimbursements of real estate taxes
and operating expenses and all other sums due thereunder, and all guaranties ensuring performance of the obligations under the
Leases, together with all prepaid rent, security deposits and letters of credit actually paid to or received by Seller in connection
with the Leases.


 


Section
1.2.     The “Effective Date” of this Agreement shall be May 18th 2018 for all purposes, regardless
of the last date on which this Agreement is actually executed by the parties, as indicated alongside such party’s signature.


 


ARTICLE
II





Purchase
Price; Escrow


 


Section
2.1.     The purchase price for the Property shall be $27,700,000.00 (the “Purchase Price”). The Purchase Price
shall be payable as follows:


 


(a)          Five-Hundred
Thousand Dollars ($500,000.00) in cash or certificated Operating Partnership Units of Buyer (“OP Units”) within three
(3) business days after the mutual execution and delivery of this Agreement, and, if cash, in immediately available wired federal
funds (the “Initial Deposit”), to be held by Buyer’s counsel (the “Escrow Agent”).
The value and number of the OP Units to be paid by Buyer to the Seller under this Agreement as Deposits or Extension Fees shall
be calculated based on the most current net asset value of such Units on Buyer’s books at time of payment.


 


(b)          Five-Hundred
Thousand Dollars ($500,000.00) in cash or OP Units within two (2) business days following the expiration of the Due Diligence
Period (as hereinafter defined in Section 4.1(a) and , if cash, in immediately available wired federal funds (the “Additional
Deposit”), to be held in escrow by Escrow Agent (the Initial Deposit, the Additional Deposit and the Extension Deposit
(if any), being referred to herein collectively as the “Deposit”).


 


(c)          the
balance of the Purchase Price equal to the gross purchase price of $27,700,000.00 through issuance of OP Units paid off at closing
by Buyer less any debt of Bank Mortgages, subject to prorations and adjustments for which provision is made elsewhere in this
Agreement, will be paid by Buyer through issuance of OP Units to be converted for cash through conversion of the OP Units to common
shares of Buyer within 90 days and subsequently sold for cash. If at least $5,000,000 (Five Million Dollars USD) of OP Units are
not converted to common shares of Buyer within 90 days of the closing date herein, then Buyer is required to buy $5,000,000 (Five
Million Dollars USD) of OP Units from Seller with cash, at the last reported Net Asset Value (“NAV”) to purchase the
Property on the closing date; the remainder OP Units issued to Seller shall be converted to Buyer’s own common shares or
shares from other publicly traded companies in which Buyer receives those shares, by December 31, 2018. Buyer herein is required
to buy back any and all OP Units that are not converted into publicly traded common shares by December 31, 2018, from Seller,
with cash, at the last reported NAV used them to purchase the Property on the closing date, and said buy back shall occur before
January 30, 2019.


 


Section
2.2.     The Deposit shall be held by the Escrow Agent in a separate, federally insured, interest-bearing escrow account in accordance
with the provisions of this Agreement, including, without limitation, the escrow instructions set forth on Exhibit B annexed
hereto. In the event the Closing does occur, any interest earned on the Deposit shall be paid to Buyer and credited against the
Purchase Price. In the event the Closing does not occur, the Deposit and any interest thereon will be disposed of in accordance
with the terms of this Agreement, including, without limitation, Article X. In the event there is a conflict between the provisions
of this Agreement and the provisions of the supplemental escrow instructions, the provisions of this Agreement shall govern.


 



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Section
2.3.     Not Contingent: Buyer acknowledges and agrees that this Agreement is not contingent upon the Buyer obtaining any
financing.


 


Section
2.4     Seller understands and agrees that Buyer intends to obtain the written consent (“Lender Consent”) of Centennial
Bank (“Lender”) for Buyer to assume the existing loan (the “Loan”) on the Weatherford Property and the
Sweetwater Property held by the Lender in the original principal amounts of $3,725,000.00 and $3,137,600.00 respectively; Western
Bank for Colorado City Property in the principal amount of $3,600,000.00; Texas Bank for Stephenville Property in the principal
amount of $4,560,000.00. Buyer agrees to use commercially reasonable and diligent efforts to obtain such Lender Consent and to
keep Seller reasonably informed of such efforts. The parties agree that the Lender Consent must provide for, and the Lender must
agree to: (1) the release of Seller as borrower and the release of all guarantors and indemnitors from all liability in respect
of the Loan (“Seller Release”), and (2) the return to Seller of all escrows, reserves, holdbacks, and like deposits
the Lender may be holding in connection with the Loan.  Buyer agrees to fund all such returned escrows, reserves, holdbacks,
and like deposits, or if Lender does not refund such escrows, reserves, holdbacks, and like deposits, then the amount thereof
shall be paid by Buyer to Seller at closing.   All fees, including without limitation, any assumption fee, of the Lender
in connection with obtaining the Bank Consent and consummating the Loan assignment and assumption shall be paid by Buyer. 
Buyer shall furnish a copy of the Lender Consent to Seller promptly after receipt thereof by Buyer.  In the event the Lender
provides the Lender Consent and Seller Release as herein provided, Seller shall, at Closing, assign to Buyer and Buyer shall assume
from Seller all of Seller’s right, title, interest and obligations in and to the Loan. In the event Buyer elects to acquire
the Property subject to the Loan then simultaneously with the closing Seller and Buyer shall enter into a loan assumption agreement
pursuant to which Buyer assumes all liabilities, responsibilities and obligations with respect to the Loan and indemnifies Seller
for any and all loss, cost, damage or expense resulting from such assumption of the Loan. Buyer may elect to bring in new financing
at any time.


 


ARTICLE
III





Seller’s
Documents; As Is


 


Section
3.1.


 


(a)          Seller
has delivered to Buyer, or has made available to Buyer, the diligence items (the “Seller’s Documents”)
listed in Exhibit C attached hereto. Buyer acknowledges that it has received all of the Seller’s Documents. Except
as otherwise expressly provided in Section 6.1(a) below, Seller does not represent or warrant to Buyer the accuracy or completeness
of any of Seller’s Documents. Seller’s Documents are being delivered to Buyer as an accommodation only and without
recourse to Seller.


 



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(b)          Buyer
agrees that any and all information delivered by Seller or its agents and representatives with respect to the Property, that is
not publicly available (hereinafter referred to as “non-public information”), shall be held by Buyer in confidence
and not released or shared with anyone except (i) Buyer shall be entitled to make such disclosures to its investors, shareholders,
members, partners, affiliates, consultants, lenders (including proposed lenders), employees, and professional advisors (collectively,
“Buyer’s Representatives”) to the extent reasonably necessary to allow Buyer to evaluate the Property,
provided such Buyer’s Representatives have been advised of the terms of this Section 3.1(b), and (ii) Buyer shall be entitled
to make such disclosure to the extent required by law (including, without limitation, any disclosure required under any federal
or state securities law), or by any rules or policies of any governmental body; provided, however, that Buyer notifies Seller
of the nature of and reason for such disclosure at least ten (10) business days prior to making such disclosure unless disclosure
is required in a shorter period of time by applicable law. If for any reason this transaction does not close, at Seller’s
written request, any such information and any copies that have been made by Buyer shall be promptly returned to Seller or destroyed.
In either case, Buyer agrees not to (and to instruct Buyer’s Representatives not to) retain any copies, summaries, extracts
or other reproductions of non-public information in whole or in part, except to the extent required by applicable law; provided,
however, that any non-public information so retained shall continue to be bound by the terms of this Agreement. “Non-public
information” shall not include information that is (i) already published or available to the public other than by a breach
of this Agreement, (ii) rightfully received from a third party not in breach of any obligation of confidentiality under this Agreement
or otherwise, or (iii) independently developed by Buyer or any of Buyer’s Representatives without access to the non-public
information. The parties shall keep confidential and not disclose the transaction contemplated by this Agreement except as necessary
to consummate the same. The provisions of this Section shall survive the termination of this Agreement for a period of one (1)
year.


 


Section
3.2.     EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT. BUYER HEREBY ACKNOWLEDGES AND AGREES THAT NEITHER SELLER NOR ANY EMPLOYEE,
AGENT OR REPRESENTATIVE OF SELLER, NOR ANY OTHER PERSON OR ENTITY REPRESENTING OR PURPORTING TO REPRESENT SELLER, HAS MADE ANY
REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS OR IMPLIED, CONCERNING (i) THE CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION,
THE ENVIRONMENTAL OR PHYSICAL CONDITION THEREOF, OR (ii) THE LAWS, ORDINANCES, RULES AND REGULATIONS APPLICABLE TO THE PROPERTY,
OR THE COMPLIANCE OF THE PROPERTY THEREWITH, INCLUDING, WITHOUT LIMITATION, ENVIRONMENTAL LAWS, RULES OR REGULATIONS, OR (iii)
THE SUITABILITY OR FITNESS OF THE PROPERTY FOR THEIR CURRENT USE OR BUYER’S PROPOSED USE, OR (iv) ANY OTHER MATTER OR THING
AFFECTING OR RELATING TO THE PROPERTY. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, BUYER EXPRESSLY AGREES THAT THE PROPERTY
IS BEING SOLD “AS IS, WHERE IS”, WITH ALL FAULTS, AND THAT BUYER IS RELYING SOLELY ON ITS OWN OPINIONS AND THE OPINIONS
OF BUYER’S AGENTS AND CONSULTANTS AS TO THE CONDITION OF THE PROPERTY, THE COMPLIANCE OF THE PROPERTY WITH ANY AND ALL LAWS,
RULES AND REGULATIONS, INCLUDING WITHOUT LIMITATION ENVIRONMENTAL LAWS, RULES AND REGULATIONS, AND THE SUITABILITY OR FITNESS
OF THE PROPERTY FOR THEIR CURRENT USE AND BUYER’S PROPOSED USE. BUYER DOES HEREBY FOREVER RELEASE SELLER OF AND FROM ANY
AND ALL LIABILITIES, CLAIMS, CAUSES OF ACTION, LIABILITY FOR CONTRIBUTION, AND ALL OTHER LIABILITIES ARISING OUT OF THE CONDITION
OF THE PROPERTY, WHETHER KNOWN OR UNKNOWN, FORESEEN OR UNFORESEEN, INCLUDING CONDITIONS CAUSED BY THE NEGLIGENCE OF SELLER, BUT
EXCLUDING ANY LIABILITIES TO THE EXTENT THEY ARISE OUT OF THE BREACH BY SELLER OF ANY REPRESENTATION OR WARRANTY EXPRESSLY SET
FORTH IN THIS AGREEMENT OR FRAUD.


 



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ARTICLE
IV





Due
Diligence


 


Section
4.1.     


 


(a)          During
the period commencing on the Effective Date and expiring at 5:00 P.M. (EST) on the twentieth (20th) day following the
Effective Date (the “Due Diligence Period”), Buyer shall have the right, at its sole cost and expense, to review
the Seller’s Documents and to conduct such inspections and tests of the Real Property as Buyer deems reasonably necessary,
subject, however, to the terms and conditions set forth in this Agreement. If, in connection with the performance of its due diligence,
Buyer and/or its engineers, architects, consultants, lenders, investors, partners, contractors, agent or other representatives
(collectively, “Buyer’s Representatives”) require access to the Real Property, Seller agrees to reasonably
cooperate with Buyer and Buyer’s representatives; provided, however, such access shall be during normal hours of operation
of the Real Property and after 24 hours prior notice to Seller pursuant to Section 12.1. Buyer acknowledges and agrees that its
access shall be subject to the rights of tenants under the Leases and that Seller may not be able to arrange access to spaces
controlled by tenants. Buyer covenants and agrees that the inspections and tests shall be conducted in such a manner that they
do not cause any unreasonable interference with the business operations of the tenants on the Real Property and that neither Buyer,
nor its employees, agents, engineers, consultants, contractors or other representatives, shall conduct any interviews of any tenants.


 


(b)          Notwithstanding
anything to the contrary contained herein, except as expressly set forth in the next succeeding sentence, Buyer’s right
to conduct such inspections and tests shall not include the right to conduct any invasive environmental testing, and neither Buyer
nor any of Buyer’s Representatives shall perform the same without the prior written approval of Seller, which approval shall
be in Seller’s sole discretion.


 


Section
4.2.     Prior to entry by Buyer or any of Buyer’s Representatives, Buyer shall deliver to Seller evidence that Buyer (or
its affiliate) and/or Buyer’s Representative, whichever is applicable, has obtained and is maintaining commercial general
liability insurance in an amount not less than $1,000,000.00 that names Seller as an additional insured thereon and that insures
Seller against injury, death and property damage on or about the Real Property that arises out of the acts, negligence and omission
of Buyer and/or such engineer, consultant, contractor or other representative; such coverage may be provided under any blanket
policy maintained by Buyer (or its affiliate) and/or Buyer’s Representative so long as such policy shall contain a “per
location” endorsement ensuring that the above stated policy limits are available separately for any injury, death and property
damage relating to the Real Property and are not reduced by claims arising from injury, death or property damage at other locations.
Buyer shall comply with, and shall use commercially reasonable efforts, to cause Buyer’s Representatives to comply with,
all laws, rules and regulations of any governmental authority and to obtain all licenses and permits required in connection with
such activities.


 


Section
4.3.     Buyer agrees to indemnify, defend and hold Seller harmless from and against any property damage or personal injury or
claim or lien against the Real Property caused by, or arising out of or in connection with, such access, inspections, tests, or
assessments by Buyer or Buyer’s Representatives; provided, however, that Buyer’s obligations under this indemnification
provision shall not apply to the any preexisting conditions, except to the extent that such conditions are exacerbated by such
activities, or the negligence or misconduct of Seller. Such indemnification shall survive the closing or earlier termination of
this Agreement, for a period of six (6) months.


 



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Section
4.4.     If the Real Property is physically damaged or altered, and if such damage or alteration is caused by, or arises out of
or in connection with, such access, inspections, tests, or assessments by Buyer or Buyer’s Representatives, and if this
Agreement is subsequently terminated, then Buyer agrees to promptly repair and/or restore the Real Property to the condition which
existed immediately prior to such damage or alteration, normal wear and tear excepted. In addition, Buyer agrees that Seller shall
have the right to complete such repair and/or restoration if Buyer has not completed the same within thirty (30) days after the
termination of this Agreement, and Buyer agrees to reimburse Seller for the actual and reasonable costs and expenses incurred
by Seller in connection with such repair and/or restoration. Such repair and/or restoration obligation, and such reimbursement
obligation, shall survive the termination of this Agreement.


 


Section
4.5.     


 


(a)          If
the results of Buyer’s investigations are unsatisfactory in Buyer’s sole discretion, Buyer shall give written notice
of termination to Seller and Escrow Agent on or before the expiration of the Due Diligence Period. If Buyer gives notice of termination
on or before said deadline, then this Agreement shall be deemed terminated as of the date on which Seller receives such notice,
and Escrow Agent shall return the Deposit and all interest thereon to Buyer, and neither party shall have any further obligations
or liabilities under this Agreement except as expressly set forth in this Agreement. Seller agrees, if requested by Escrow Agent,
to confirm the foregoing by instruction to Escrow Agent to return the Deposit and all interest thereon, to Buyer. If Buyer fails
to give notice of termination on or before said deadline, then Buyer shall be deemed to have waived its right to terminate this
Agreement pursuant to this Section 4.5, and Buyer agrees to purchase the Property in its “as is” condition as of said
deadline, subject only to reasonable wear and tear, without abatement or reduction of the Purchase Price, and subject to the satisfaction
of any other conditions to closing expressly set forth in this Agreement.


 


(b)          If
this Agreement is terminated by Buyer in accordance with this Section 4.5 or any other provision of this Agreement, Buyer shall,
upon written notice by Seller, return to Seller all documents provided to Buyer from Seller, and any copies thereof made by Buyer,
or destroy such documents and copies. Buyer agrees that any and all non-public information obtained by Buyer or its agents and
representatives with respect to the Real Property, including without limitation all reports, surveys, plans, studies and analysis
prepared by or for Buyer with respect to the Real Property, shall be held by Buyer in confidence and not released or shared with
anyone except (i) Buyer shall be entitled to make such disclosures to Buyer’s Representatives to the extent reasonably necessary
to allow Buyer to evaluate the Property, provided such Buyer’s Representatives have been advised of the terms of Section
3.1(b), and (ii) Buyer shall be entitled to make such disclosure to the extent required by law (including any disclosure required
under any federal or state securities law), or by any rules or policies of any governmental body provided Buyer notifies Seller
of the nature of and reason for such disclosure at least ten (10) business days prior to making such disclosure unless disclosure
is required in a shorter period of time by applicable law. The provisions of this Section shall survive the termination of this
Agreement for a period of one (1) year.


 


Section
4.6.     In the event this Agreement is not terminated pursuant to the provisions of this Article IV, the Deposit shall be deemed
non-refundable, but applicable to the Purchase Price, except as otherwise expressly provided in this Agreement.


 



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ARTICLE
V





State
of Title


 


Section
5.1.     Title to the Real Property shall be marketable and insurable by a reputable title insurance company selected by Buyer
doing business in the States where the Real Property is located (the “Title Insurer”), subject only to the
following matters (all of which are hereinafter collectively referred to as “Permitted Exceptions”): (i) all
matters of record affecting the Real Property as of the Effective Date (other than those mortgages or other encumbrances that
Seller is obligated to remove under the provisions of Section 5.2(c), including any items included in Buyer’s Title Defect
Notice that Seller has agreed to cure); (ii) the real estate taxes not due and payable as of the Closing Date; (iii) any state
of facts an accurate ALTA/ASCM land title survey of the Real Property would disclose, except to the extent included in Buyer’s
Title Defect Notice; (iv) zoning and land use matters; (v) the standard printed exceptions set forth in the current ALTA owner’s
title insurance policy form; and (vi) any title or Survey defects waived or deemed to be waived by Buyer pursuant to Section 5.2
below. For the purposes of this Article V, the term “Title Date” shall mean the date of Buyer’s title
commitment or, if Buyer elected not to obtain said title commitment, the last day of the Due Diligence Period.


 


Section
5.2.     


 


(a)          During
the Due Diligence Period Buyer shall have the right, at its sole cost and expense (subject to Section 7.3(f) hereof), to examine
title to the Real Property and to obtain a title commitment and a current as-built survey of the Real Property (the “Survey”).
If Buyer is not satisfied, in its sole discretion, with the results of its title and Survey review for any reason, then Buyer
shall have the right, by notice given to Seller on or before the expiration of the Due Diligence Period, to either (i) terminate
this Agreement or (ii) specify those matters in title or Survey that are not acceptable to Buyer (“Title Defect Notice”).
If Buyer elects to terminate this Agreement on or before said deadline, then this Agreement shall be deemed terminated as of the
date on which Seller receives such notice, and Escrow Agent shall return the Deposit and all interest thereon, to Buyer, and neither
party shall have any further obligations or liabilities under this Agreement except as expressly set forth in this Agreement.
Seller agrees, if requested by Escrow Agent, to confirm the foregoing by instruction to Escrow Agent to return the Deposit and
all interest thereon, to Buyer. If Buyer elects to give Seller the Title Defect Notice on or before said deadline, then except
as set forth in Section 5.2(c) Seller shall notify Buyer, within five (5) business days after receipt of the Title Defect Notice,
whether Seller will attempt to cure such title or Survey defects pursuant to the provisions of Section 5.2(c). In the event Buyer
fails to give Seller said termination notice or the Title Defect Notice on or before said deadline, then Buyer shall be deemed
to have accepted the Permitted Exceptions and to have accepted any other title or Survey defects existing as of the Title Date,
and thereafter the same shall be deemed Permitted Exceptions for all purposes of this Agreement.


 


(b)          In
connection with any defect in title or new encumbrance that arises after the Title Date (an “Intervening Lien”),
Buyer shall notify Seller of such Intervening Lien on or before Closing. If Buyer notifies Seller of any such Intervening Lien
on or before said deadline or Seller otherwise obtains knowledge, pursuant to a writing received by Sellers, of such Intervening
Lien, then Seller shall notify Buyer, within five (5) business days after receipt of Buyer’s notice of such Intervening
Lien whether Seller will attempt to cure such Intervening Lien pursuant to the provisions of Section 5.2(c). If Buyer fails to
give Seller notice of such Intervening Lien on or before the Closing, then Buyer shall be deemed to have accepted such Intervening
Lien, and thereafter the same shall be deemed Permitted Exceptions for all purposes of this Agreement.


 



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(c)          Notwithstanding
anything to the contrary contained in this Agreement, Buyer agrees that Seller shall have no obligation to remove any title or
Survey defects or to incur any cost or expense in connection therewith other than to remove, at Seller’s sole cost and expense,
(i) any mortgage or deed of trust affecting all or any portion of the Real Property, (ii) any monetary lien (including, without
limitation, a mechanics lien, a materialmen’s lien or a judgment for a liquidated amount) affecting all or any portion of
the Real Property that resulted from Seller’s failure to pay any amount due and payable by Seller in connection with the
Real Property, and (iii) any real estate tax or assessment liens affecting the Real Property (collectively, the “Monetary
Liens”). With respect to the title defects described in clauses (i), (ii), and (iii), Seller agrees to remove the same
on or before the Closing; and Buyer acknowledges and agrees that Seller may use any portion of the Purchase Price to satisfy the
same. With respect to a mechanics lien, a materialmen’s lien or a judgment for a liquidated amount affecting all or any
portion of the Real Property that resulted from the failure of any tenant to pay any amount due and payable by such tenant, Seller
agrees to promptly notify such tenant, in writing, of such lien and to demand that such tenant pay the same or otherwise bond
over (if permitted pursuant to the terms of its Lease), as required by its Lease, within the minimum time frame allowed in its
Lease. With respect to any other title or Survey defect, if Seller does not agree to attempt to cure such title or Survey defects
by notice given to Buyer within the aforesaid five (5) business day period, Buyer shall have the right, by notice given to Seller
within ten (10) business days after the earlier to occur of the expiration of said five (5) business day period or Buyer’s
receipt of Seller’s notice, either to waive the defect and close title without abatement or reduction of the Purchase Price,
or terminate this Agreement. If Seller agrees to attempt to cure such title or Survey defect, then Seller shall have thirty (30)
days after Seller’s receipt of Title Defect Notice or notice of title or Survey defect, whichever is applicable, to remove
the same, and Closing shall be extended accordingly. Seller agrees to use commercially reasonable efforts to remove such title
or Survey defect within said thirty (30) day period. In the event Seller has not removed such title or Survey defect within said
thirty (30) day period, then Buyer shall have the right, by notice given to Seller within five (5) business days after the expiration
of said thirty (30) day period, either to waive the defect and close title without abatement or reduction of the Purchase Price,
or terminate this Agreement. If Buyer elects to terminate this Agreement pursuant to this Section 5.2(c), then this Agreement
shall be deemed terminated as of the date on which Seller receives such notice, the Escrow Agent shall return the entire Deposit
and all interest thereon to Buyer, and neither party shall have any further obligations or liabilities under this Agreement except
as expressly set forth in this Agreement. Buyer acknowledges and agrees that if Buyer elects to terminate this Agreement pursuant
to this Section 5.2(c), Seller shall not be liable to Buyer for any costs, expenses or damages (consequential or otherwise) incurred
by Buyer in connection with this Agreement.


 


Section
5.3.     In the event this Agreement is not terminated pursuant to the provisions of this Article V, the Deposit shall be deemed
non-refundable but applicable to the Purchase Price, except as otherwise expressly provided in this Agreement.


 


ARTICLE
VI





Representations


 


Section
6.1.


 


(a)          Each
Seller represents and warrants to Buyer, as of the Effective Date and at the Closing Date, the following with respect to itself
and the Real Property owned by it:


 


(i)          Six
Props is a limited liability company duly organized and in good standing under the laws of the State of Texas;


 



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(ii)          The
execution, delivery and performance of this Agreement by Seller are within Seller’s powers and have been duly authorized
by all necessary corporate action. Further, all requisite corporate action has been taken in connection with the Closing and the
execution and delivery of the instruments referenced in this Agreement and for the consummation of the transaction contemplated
hereby and no further approval or consent is required for Seller to execute, deliver or perform this Agreement. The person whose
signature appears below for Seller is duly authorized to execute and deliver this Agreement.


 


(iii)         To
the best of Seller’s knowledge: (A) there are no condemnation or eminent domain proceedings pending or contemplated against
the Real Property or any part thereof; and (B) Seller has received no notice, oral or written, of the desire of any public authority
or other entity to take or use the Real Property or any part thereof.


 


(iv)         True
and complete copies of the leases listed on Exhibit D annexed hereto (collectively, the “Leases”) have
been delivered to Buyer. Such Leases are in full force and effect and have not been amended, except for those amendments delivered
to Buyer as part of the Leases; (B) all rent payments under the Leases are current (except as noted in the delinquency/aging report
included in Seller’s Documents); (C) Seller has not received any notice of default or any notice of cancellation or termination
from any of the tenants under the Leases; and (D) Schedule 6.1(iv) contains a list of all security deposits and letters of credit
being held by Seller pursuant to the terms of the Leases as of the Effective Date.


 


(v)          Except
for the Leases, for any brokerage agreements (all of which will be terminated at Closing) relating to the Leases and for the Contracts
delivered to Buyer under Section 3.1(a), Seller is not a party to any other material agreement affecting the Real Property that
will survive the Closing by its terms. Seller has not entered into any other contract or agreement to sell all or any portion
of the Property or any part thereof that is currently in effect and will not grant any option, right of first refusal or first
opportunity to any party to acquire any right, title or interest in the Property or any portion thereof.


 


(vi)         To
the best of Seller’s knowledge, Seller has not received any written notices of violations of any laws, ordinances, codes,
regulations, or other requirements of any governmental authority having jurisdiction over the Real Property (including, without
limitation, the Environmental Laws, as defined in clause (viii) below) that are uncured, except as otherwise disclosed in writing
by Seller to Buyer on Schedule 6.1(vi) attached hereto.


 


(vii)        The
Seller has not been adjudicated insolvent or bankrupt, or petitioned or applied to any tribunal for the appointment of any receiver
or trustee; nor has Seller commenced any proceeding relative to the reorganization, dissolution or liquidation of the Seller


 


(viii)       Schedule
6.1(x) attached hereto identifies, as of the Effective Date, all outstanding leasing commissions payable with respect to the Leases,
all tenant improvements allowance payable or to become payable with respect to the Leases, and all unexpired rent credits and
free rent and any other tenant inducements costs with respect to the Leases.


 



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(ix)          Seller
is not a “foreign person” as defined in Section 1445 of the Internal Revenue Code of 1986, as amended, and the Income
Tax Regulations thereunder. Seller and each person or entity owning an interest in Seller is (i) not currently identified on the
Specially Designated Nationals and Blocked Persons List maintained by the Office of Foreign Assets Control, Department of the
Treasury (“OFAC”) and/or on any other similar list maintained by OFAC pursuant to any authorizing statute, executive
order or regulation (collectively, the “OFAC List”), and (ii) not a person or entity with whom a citizen of
the United States is prohibited to engage in transactions by any trade embargo, economic sanction, or other prohibition of United
States law, regulation, or Executive Order of the President of the United States. None of the funds or other assets of Seller
constitute property of, or are beneficially owned, directly or indirectly, by any Embargoed Person (as hereinafter defined). No
Embargoed Person has any interest of any nature whatsoever in Seller (whether directly or indirectly). The term “Embargoed
Person” means any person, entity or government subject to trade restrictions under U.S. law, including but not limited to,
the International Emergency Economic Powers Act, 50 U.S.C. §1701 et seq., The Trading with the Enemy Act, 50 U.S.C. App.
1 et seq., and any Executive Orders or regulations promulgated thereunder with the result that the investment is prohibited by
law or is in violation of law. Seller has implemented procedures, and will consistently apply those procedures, to ensure the
foregoing representations and warranties remain true and correct at all times. Seller also shall require, and shall take reasonable
measures to ensure compliance with the requirement, that no person or entity who owns any other direct interest in Seller is or
shall be listed on any of the Lists or is or shall be an Embargoed Person. This Section 12(iv) shall not apply to any person or
entity to the extent that such person’s or entity’s interest in Seller is through a U.S. Publicly-Traded Entity. As
used in this Agreement, “U.S. Publicly-Traded Entity” means an entity whose securities are listed on a national securities
exchange, or quoted on an automated quotation system, in the United States, or a wholly-owned subsidiary of such an entity.


 


(b)          For
purposes of this Agreement and any document delivered at Closing, whenever the phrases “based on Seller’s actual knowledge,”
“to the best of Seller’s knowledge,” or the “knowledge” of Seller, or words of similar import are
used, they shall be deemed to refer to the actual knowledge of Neal Shalom and Anton Melchionda, without any duty of inquiry or
investigation; provided that so qualifying Seller’s knowledge shall in no event give rise to any personal liability on the part
of said individual or any other officer or employee of Seller, on account of any breach of any representation or warranty made
by Seller herein.


 


(c)          All
representations and warranties of Seller made in this Agreement shall be true as of the date of this Agreement, shall be deemed
to have been made again at and as of the Closing Date, shall be true at and as of the Closing Date, and shall survive Closing
for twelve (12) months following the Closing Date, provided that any action to enforce such representation and/or warranty is
brought within twelve (12) months from the Closing Date.


 


(d)          No
claim for a breach of any representation or warranty of Seller or any agent thereof shall be actionable or payable (i) if the
breach in question results from or is based on a condition, state of facts or other matter which was actually known to and acknowledged
by Buyer prior to the Closing or was disclosed to Buyer in the Buyer Documents, (ii) except to the extent valid claims for all
such breaches collectively aggregate to more than One Hundred Thousand and No/100 Dollars ($100,000.00), or (iii) unless written
notice containing a description of the specific nature of such breach shall have been given by Buyer to Seller prior to the expiration
of the survival period referenced in Subsection (c), above and an action shall have been commenced by Buyer against Seller prior
to the termination of such survival period. In no event shall: (i) the aggregate liability of Seller to Buyer with respect to
(A) any breach of any representation or warranty of any Seller in this Agreement, and (B) any other claim whatsoever by Buyer
against Seller in connection with this Agreement exceed the Cap (as defined below in this section), or (ii) Seller be liable for
consequential, speculative or punitive damages; provided, however, that the foregoing provisions and limitations shall not apply
to any claims based upon fraud or intentional misrepresentation. As used herein, except as otherwise expressly set forth immediately
above, the term “Cap” shall mean an amount equal to One Million and No/100 Dollars ($1,000,000.00) in the aggregate,
except with respect to any claim based upon fraud or willful misconduct of Seller, in which event “Cap” shall mean
an amount equal to One Million Five Hundred Thousand and No/100 Dollars ($1,500,000.00).


 



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Section
6.2.


 


(a)          Buyer
represents and warrants to, and covenants with, Seller as follows, which representations shall be true and correct as of the Closing
Date:


 


(i)           Organization
and Authority. Buyer is duly organized or formed, validly existing corporation and in good standing under the laws
of the state of Maryland, and is qualified to do business in any jurisdiction where such qualification is required. Buyer has
all requisite power and authority to own and operate the Property, to execute, deliver and perform its obligations under this
Agreement and all of the other transaction documents, and to carry out the transaction contemplated by this Agreement. The Person
who has executed this Agreement on behalf of Buyer has been duly authorized to do so.


 


(ii)          Enforceability
of Documents. Upon execution by Buyer of this Agreement and the other transaction documents to which Buyer is a party,
this Agreement and such other transaction documents shall constitute the legal, valid and binding obligations of Buyer, enforceable
against Buyer in accordance with their respective terms, except as such enforcement may be limited by bankruptcy, insolvency,
reorganization, arrangement, moratorium, or other similar laws relating to or affecting the rights of creditors generally, or
by general equitable principles.


 


(iii)         Compliance
with Anti-Terrorism, Embargo, Sanctions and Anti-Money Laundering Laws.  Buyer is not, and to the best of Buyer’s
knowledge, no Buyer Entity is, currently identified on the OFAC List or is a Person with whom a citizen of the United States is
prohibited from engaging in transactions by any trade embargo, economic sanction, or other prohibition of United States law, regulation,
or executive order of the President of the United States; provided that the foregoing shall not include any of the foregoing Persons
or any Person if such Person is a shareholder of a publicly traded company.


 


(v)          Questionnaire,
Information and Financial Statements.


 


(A)          To
Buyer’s actual knowledge, all information concerning Buyer delivered by or on behalf of Buyer to Seller is true, correct
and complete in all material respects, and no adverse change has occurred with respect to the information provided to Seller since
the date such Questionnaire, financial statements and other information were prepared or delivered to Seller. Buyer has no actual
knowledge that any information contained in such Questionnaire and information is false or inaccurate in any material respect.


 



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(vii)        Satisfaction
of Conditions Precedent. From the Effective Date through the Closing Date, Buyer shall use its commercially reasonable
best efforts to satisfy all conditions precedent set forth in this Agreement on or prior to the Closing Date.


 


(b)          All
representations and warranties of Buyer made in this Agreement shall be true as of the date of this Agreement, shall be deemed
to have been made again at and as of the Closing Date, shall be true at and as of the Closing Date, and shall survive Closing
for twelve (12) months following the Closing Date, provided that any action to enforce such representation and/or warranty is
brought within twelve (12) months from the Closing Date.


 


(c)          No
claim for a breach of any representation or warranty of Buyer, Buyer Entity or agent thereof shall be actionable or payable (i)
if the breach in question results from or is based on a condition, state of facts or other matter which was actually known to
and acknowledged by Seller prior to the Closing or was disclosed to Seller in the Buyer Documents, (ii) except to the extent valid
claims for all such breaches collectively aggregate to more than One Hundred Thousand and No/100 Dollars ($100,000.00), or (iii)
unless written notice containing a description of the specific nature of such breach shall have been given by Seller to Buyer
prior to the expiration of the survival period referenced above in Subsection (b), above, and an action shall have been commenced
by Seller against Buyer prior to the termination of such survival period. In no event shall (i) the aggregate liability of Buyer
to Seller with respect to (A) any breach of any representation or warranty of any Buyer in this Agreement, and (B) any other claim
whatsoever by Seller against Buyer in connection with this Agreement exceed the Cap (as defined below in this section), or (ii)
Buyer be liable for consequential, speculative or punitive damages; provided, however, that the foregoing provisions and limitations
shall not apply to any claims based upon fraud or intentional misrepresentation. As used herein, except as otherwise expressly
set forth immediately above, the term “Cap” shall mean an amount equal to One Million and No/100 Dollars ($1,000,000.00)
in the aggregate, except with respect to any claim based upon the gross negligence or willful misconduct of Buyer, in which event
“Cap” shall mean an amount equal to One Million Five Hundred Thousand and No/100 Dollars ($1,500,000.00).


 


ARTICLE
VII





Closing
Obligations; Closing; Closing Conditions


 


Section
7.1.     


 


(a)          On
the Closing Date, Seller shall deliver to Buyer the following documents (collectively the “Closing Documents”),
in form and substance reasonably satisfactory to Seller and Buyer, duly executed and, if applicable, acknowledged by Seller:


 



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(i)            Deeds
(the “Deed”) of the same type which were received by Seller for each property, in proper statutory form for
recording, conveying title to each Real Property to Buyer subject only to the Permitted Exceptions;


 


(ii)           an
Assignment and Assumption of Leases (the “Assignment”), in the form annexed hereto as Exhibit F, pursuant
to which Seller assigns to Buyer all of Seller’s right, title and interest in and to the Leases, and Buyer assumes the obligations
of Seller under the Leases;


 


(iii)          a
Bill of Sale and General Assignments (the “Bill of Sale”), in the form annexed hereto as Exhibit G,
pursuant to which Seller conveys to Buyer all of Seller’s right, title and interest in and to the Plans, the Permits, the
Warranties and Guaranties, and the other property or rights described in Sections 1.1(iii)-(iv);


 


(iv)          an
updated rent roll certified by an officer of Seller, to the best of Seller’s knowledge, to be true and accurate as of the
Closing Date, and an updated delinquency/aging report as of the Closing Date;


 


(v)           a
non-foreign person affidavit stating that Seller is not a “foreign person” under the Foreign Investment in Real Property
Tax Act of 1980, and that upon the consummation of the transaction contemplated hereby, Buyer will not be required to withhold
from the purchase price any withholding tax;


 


(vi)          a
notice to the tenants under the Leases advising them of the sale of the Real Property and the address to which future rent payments
are to be sent;


 


(vii)         a
closing statement for each of the three properties;


 


(viii)        the
fully executed originals of any Leases that are in Seller’s possession and control;


 


(ix)          a
certificate signed by Seller stating that each of Seller’s representations and warranties set forth in Section 6.1 are true
and correct in all material respects;


 


(x)           all
Permits, Plans, Warranties and Guaranties, keys, pass and security codes, and lease and property management files in Seller’s
possession or control;


 


(xi)          written
evidence of the termination of the property management, leasing and brokerage agreements pertaining to all or any portion of the
Real Property, with no surviving obligations, effective as of the Closing, along with copies of notices of termination of Contracts
that are not being assumed at Closing; and


 


(xii)          such
other customary documents or instruments reasonably required to carry out the intent of this Agreement, including reasonable evidence
of Seller’s corporate authority to sell the Property, transfer tax forms as may be required as a condition to recording
the deed or as may be required in connection with a transfer of the Property, and an owner’s affidavit in a form sufficient
to omit the parties in possession exception and the mechanic’s lien exception from each owner’s policy for the Property.


 



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(b)          On
the Closing Date, Buyer shall deliver to Seller the balance of the Purchase Price, as adjusted pursuant to the provisions of Section
7.3, Buyer shall deliver to Seller the following documents duly executed and, if applicable, acknowledged by Buyer:


 


(i)            the
Assignment;


 


(ii)           the
Bill of Sale;


 


(iii)
         a closing statement for each of the three properties; and


 


(iv)        
such other customary documents or instruments reasonably required to carry out the intent of this Agreement, including reasonable
evidence of Buyer’s corporate authority to purchase the Property.


 


Section
7.2.     The closing (the “Closing”) shall take place at 10:00 a. m. (EST) at offices of the Buyer in New York
on May 18tth 2018 (the “Closing Date”). In addition to Seller’s rights hereunder, Buyer shall
have the right to extend the Closing Date for the Property for one (1) thirty (30) day extension by notice sent not less than
five (5) Business Days before the originally scheduled Closing Date accompanied by a refundable payment of $50,000.00 (an “Extension
Deposit”) to the Escrow Agent to become part of the Deposit, provided that such extension is to a Business Day. In addition,
Buyer shall have the right to extend the Closing Date for the CT Property for one (1) additional thirty (30) day extension by
notice sent not less than five (5) Business Days before the scheduled Closing Date accompanied by a refundable payment of $50,000.00
(an “Extension Deposit”) to the Escrow Agent to become part of the Deposit, provided that such extension is to a Business
Day.


 


Section
7.3.     


 


(a)          All
apportionments and adjustments shall be made as of 11:59 p.m. (EST) on the day immediately preceding the Closing Date.


 


(b)          The
following apportionments and adjustments shall be made:


 


(i)           Real
estate taxes, assessments and other governmental charges based on the fiscal year assessed, except as provided in the next succeeding
sentence, occurs shall be prorated and adjusted as of the Closing Date. If there are any assessments against the Real Property
on Closing Date, Seller shall pay same if the work giving rise to the assessment was commenced prior to the Effective Date; provided,
however, if the work giving rise to the assessment was or is to be commenced on or after the Effective Date, such assessment shall
be paid by Buyer. Notwithstanding the foregoing, if there are any assessments against the Real Property on the Closing Date which
are payable in installments, Seller shall pay any installments which become due and payable prior to the Closing Date and Buyer
shall be responsible for the payment of any installments which become due and payable from and after the Closing Date. If such
real estate taxes, assessments and other governmental charges have not been determined as of the Closing Date, such amounts shall
be apportioned on the basis of the real estate taxes, assessments and charges for the immediately preceding fiscal year, with
a reapportionment as soon as the new real estate taxes, assessments and charges can be ascertained. The provisions of this clause
(i) shall survive the closing.


 



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(ii)          Seller
shall be entitled to all revenues from the operation of the Property to 11:59 p.m. (EST) of the day immediately preceding the
Closing Date, and Buyer shall be entitled to all revenues from the operation of the Property from and after said time. Rents received
from the tenants under the Leases during the month in which the Closing occurs shall be applied to rents accruing during such
month from such tenants and shall be prorated between Seller and Buyer as if the same had been received prior to Closing. Rents
received from such tenants on or after the first day of the month following the month in which the Closing occurs shall be allocated
first to rents due and owing by the tenants for any period after the Closing Date and then to rents due and owing by such tenants
for any period prior to the Closing Date. Rents received by Buyer that are attributable to any period prior to the Closing Date
shall be promptly remitted by Buyer to Seller, and any Rents received by Seller that are attributable to any period after the
Closing Date shall be promptly remitted by Seller to Buyer. Buyer agrees to invoice any tenants that are delinquent in the payment
of rent for any period of time prior to the Closing Date and endeavor to collect any rents due for the period preceding the Closing
Date and to otherwise cooperate with Seller in connection with the collection of such rents (provided Seller shall not be entitled
to dispossess any tenants and that Seller: (1) shall notify Buyer in writing of its intention to commence or pursue legal
proceedings; and (2) shall only be permitted to commence or pursue any legal proceedings after the date which is six (6)
months after the Closing Date). Seller agrees to reimburse Buyer for any reasonable out-of-pocket expenses incurred by Buyer in
connection with such collection efforts. The provisions of this clause (ii) shall survive the closing.


 


(iii)          Seller
shall pay to Buyer, as a credit against the Purchase Price, the amount of any cash security deposits actually received by Seller
pursuant to the Leases.


 


(iv)          Seller
shall cause the water, electric and/or gas meters for the utilities used in the common areas to be read prior to the Closing,
and Seller shall pay the amount due thereunder for the period up to and including the day immediately preceding the Closing Date.
Buyer shall cause such meters to be transferred from Seller to Buyer as of the Closing Date and Buyer shall reasonably cooperate
with coordinating such transfers.


 


(vi)          Operating
expenses (which includes utility charges, insurance costs, common area maintenance expenses, water and sewer charges, trash removal
charges, real estate taxes and personal property taxes applicable to the Real Property for the year in which the Closing occurs,
and all other operating expenses (except for those operating expenses payable by tenants for such tenant’s leased premises
in accordance with the Leases) with respect to the Real Property (collectively “Operating Expenses”). Prior
to Closing, Seller shall prepare for Buyer’s review a proposed schedule of prorations for all Operating Expenses for the
Real Property and shall make available to Buyer documentation with respect to such Operating Expenses. Seller shall receive a
credit for any pre-paid Operating Expenses and Buyer shall receive a credit for any Operating Expenses that are unpaid as of the
Closing Date, but which relate to the period of time prior to the Closing Date. The proposed schedule of prorations shall also
set forth all Operating Expenses which the tenants are obligated to reimburse the landlord under their respective Leases. Buyer
shall receive a credit for the amount of any such tenant reimbursable Operating Expenses collected from tenants for Operating
Expenses which Seller has not paid as of the Closing Date. Seller shall receive a credit for any tenant reimbursable Operating
Expenses paid by Seller but not yet collected from tenants as of the Closing Date. Except as otherwise set forth in this Section
7.3(b)(vi), all items of income and expense for the period prior to Closing will be for the account of Seller, and all items of
income and expense for the period on and after Closing will be for the account of Buyer; provided, however, that to the extent
any adjustment items cannot be precisely determined at Closing, they shall be reasonably estimated at Closing and finally resolved
promptly thereafter as possible, which obligation shall expressly survive Closing. Reimbursements received from the Tenants by
Seller or Buyer of amounts paid for real estate taxes shall be prorated between the parties in the manner hereinabove provided
for the proration of real estate taxes. The provisions of this clause (vi) shall survive the closing.


 



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(c)          Except
as provided by local custom where each property is located, Seller shall pay 100% of the real estate transfer tax due on the sale
of the Property. Seller shall pay the cost of recording any mortgage or other discharge for which it is responsible.


 


(d)          Buyer
shall pay all costs related to or arising out of Buyer’s due diligence, including, without limitation, all inspections,
tests and other analysis. Buyer’s obligation to do so shall survive Closing.


 


(e)
         Buyer shall pay the premium for the title policy for the CT Property and the cost of
the Survey and any revisions thereto for the Land, and Buyer shall pay the cost of recording the Deeds.


 


(f)           Seller
shall pay the premium for the owner’s title policy and Buyer shall pay the premium for any lender’s title policy for
the Elgin Property and the University Park Property.


 


(g)          Each
party shall pay its own attorneys’ fees, and the parties shall split 50/50 any customary fees charged by the Escrow Agent.


 


Section
7.4.     Closing Conditions. The obligations of Buyer to consummate the transaction contemplated by this Agreement are,
in addition to the other terms and conditions of this Agreement, subject to the following (any one or more of which may be waived
in whole or in part by Buyer at its discretion) (the “Closing Conditions”):


 


(a)          The
representations and warranties made by Seller in this Agreement being true and correct in all material respects on and as of the
Closing Date with the same force and effect as though such representations and warranties had been made as of the Closing Date
(except as the same may be modified or updated in accordance with the terms of this Agreement);


 


(b)          Seller
having performed in all material respects all covenants and obligations in all material respects required by this Agreement to
be performed by Seller on or prior to the Closing Date;


 


(c)          Seller
shall obtain and deliver to Buyer, at least two (2) Business Days before the Closing Date, fully executed estoppels from the Required
Tenants.


 


ARTICLE
VIII





Possession
and Pre-Closing Duties


 


Section
8.1.     At the Closing, Seller shall deliver possession of the Property to Buyer free and clear of all leases, tenancies or occupancies
by any person or entity other than the tenants under the Leases.


 



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Section
8.2.     From and after the Effective Date, (i) Seller shall not grant or permit the creation of any license, easement, contract
of sale or other encumbrance that would survive the Closing Date without obtaining Buyer’s prior written consent, which
consent may be withheld or condition in Buyer’s sole discretion; (ii) Seller shall not enter into any new leases, amend
any of the Leases, or default any tenant under a Lease without obtaining Buyer’s prior written consent, which consent may
be withheld or condition in Buyer’s sole discretion, (iii) Seller shall, subject to tenants’ rights under the Leases,
continue to operate the Property in substantially the same manner as it did prior to the Effective Date and continue to maintain
the Property in its current condition and repair, reasonable wear and tear and damage by fire or other casualty excepted, and
(iv) Seller agrees to promptly deliver to Buyer a copy of (a) any notice of default or need for repair by Seller, as landlord,
and any notice of intention to assign or sublease, received by Seller from any tenant under the Leases, and (b) any notice of
need for repair or violation of laws received by Seller from any regulatory authority.


 


Section
8.3.     Seller agrees to terminate all Contracts on or prior to Closing and agrees that Buyer shall have no obligation to take
assignment of any Contract.


 


ARTICLE
IX





Risk
of Loss; Condemnation; Environmental Release


 


Section
9.1.     


 


(a)          In
the event of any damage to or destruction of any building or other improvement constituting a part of the Real Property due to
fire or any other casualty, Seller shall promptly give notice thereof to Buyer describing such damage or destruction.


 


(b)           (i)           If
any building or other improvement is damaged or destroyed on or before the Closing Date, then the provisions of this Section 9.1(b)
shall apply.


 


(ii)          If
the estimated cost to repair and/or restore such damage or destruction is more than $500,000.00 or such destruction is an uninsured
casualty, then Buyer shall have the right, upon notice to Seller, given within ten (10) days after receipt of Seller’s notice
and estimate described in Section 9.1(a) (time being of the essence with respect to the giving of such notice), to either (A)
terminate this Agreement or (B) close title on the Closing Date and pay the entire Purchase Price, except that Buyer shall be
entitled to a credit against the Purchase Price for the amount of any insurance proceeds actually received by Seller plus any
applicable deductible under the insurance policy on account of such damage; provided, however, if the insurance proceeds have
not been paid to Seller as of the Closing Date, Seller shall then assign to Buyer all of its right, title and interest in and
to the insurance proceeds, and Buyer shall pay the entire Purchase Price without deduction or credit, except for a credit of any
applicable deductible under the insurance policy. If Buyer fails to exercise such termination right within said ten (10) day period,
then Buyer shall be deemed to have elected to waive this termination right and shall close title on the Closing Date. If Buyer
elects to terminate this Agreement, then this Agreement shall be deemed terminated as of the date on which Seller receives such
notice, Seller shall return the entire Deposit, plus any interest accrued thereon, to Buyer, and neither party shall have any
further obligations or liabilities under this Agreement except as expressly set forth in this Agreement; Buyer acknowledges and
agrees that if Buyer terminates this Agreement pursuant to this Section 9.1, then Seller shall not be liable to Buyer for any
costs, expenses or damages (or otherwise) incurred by Buyer in connection with this Agreement.


 


(iii)          If
the estimated cost to repair and/or restore such damage or destruction is equal to or less than $500,000.00, then this Agreement
shall remain in full force and effect, Buyer shall close title on the Closing Date, and Buyer shall pay the entire Purchase Price,
except that Buyer shall be entitled to a credit against the Purchase Price for the amount of any insurance proceeds actually received
by Seller and any applicable deductible under the insurance policy on account of such damage; provided, however, if the insurance
proceeds have not been paid to Seller on the Closing Date, Seller shall then assign to Buyer all of its right, title and interest
in and to the insurance proceeds, and Buyer shall pay the entire Purchase Price without deduction or credit other than a credit
for any applicable deductible under the insurance policy.


 



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(iv)          In
the event of damage or destruction due to fire or other casualty as to which Buyer either does not have the right to terminate
this Agreement or elects not to terminate this Agreement, Seller agrees to work cooperatively with Buyer prior to Closing on a
“open book” basis to prepare and file any insurance claims relating to such damage or destruction and to make preparations
to commence repair or restoration of the damage or destruction. Seller will, at the request of Buyer, enter into a contract with
one or more contractors reasonably acceptable to Seller and Buyer for the repair of such damage and shall commence such work prior
to the Closing Date provided that the cost of such work is either funded out of insurance proceeds or is funded by Buyer. The
credit due to Buyer pursuant to clause (ii) or (iii) above shall be reduced by the amount of any insurance proceeds expended by
Seller to pay for the cost of such work.


 


Section
9.2.     If, prior to the Closing Date, any portion of the Real Property is taken or threatened to be taken in condemnation or
eminent domain proceedings, and if such taking would materially affect, (i) any building or parking area on the Real Property,
(ii) access to the Real Property from any public street, or (iii) any Lease, then Seller shall give Buyer notice of such taking
or threatened taking, and Buyer shall have the right to terminate this Agreement. To exercise such right, Buyer shall notify Seller
of its decision within ten (10) days after actual notice by Buyer (through notice by Seller) of such taking or threat to take,
time being of the essence with respect to the giving of such notice. If Buyer fails to exercise such termination right within
said ten (10) day period, then Buyer shall be deemed to have elected to waive this termination right and shall close title without
an abatement or reduction of the Purchase Price; provided, however, Buyer shall be entitled at the Closing to the transfer or
assignment of all compensation paid or rights to compensation payable on account of such taking. If Buyer elects to terminate
this Agreement, then this Agreement shall be deemed terminated as of the date on which Seller receives such notice, the Escrow
Agent shall return the entire Deposit to Buyer, and neither party shall have any further obligations or liabilities under this
Agreement except as expressly set forth in this Agreement; Buyer acknowledges and agrees that if Buyer terminates this Agreement
pursuant to this Section 9.2, then Seller shall not be liable to Buyer for any costs, expenses or damages (or otherwise) incurred
by Buyer in connection with this Agreement.


 


ARTICLE
X





Default


 


Section
10.1.     If Buyer fails to purchase the Property when it is obligated to do so under the terms of this Agreement, and Seller is
not in default under this Agreement, then Seller shall have the right, as its sole and exclusive remedy at law or in equity, to
terminate this Agreement and retain the Deposit, together with the interest accrued thereon, as liquidated damages, and the parties
shall be relieved of any further liability or obligation hereunder, except with respect to those obligations that are expressly
stated herein to survive the termination of this Agreement, namely, the following obligation will survive the termination of this
Agreement:


 



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Section
10.2.     If Seller shall default in performing its obligations hereunder prior to or at the Closing Date, and Buyer is ot in default
under this Agreement, then Buyer’s sole remedy at law or in equity shall be to either (i) terminate this Agreement and have
the entire Deposit, together with the interest accrued thereon, returned to it and Seller shall promptly reimburse Buyer for its
actual, out-of-pocket costs and expenses in connection with this transaction in an amount not to exceed $50,000.00 in which event
the parties shall be relieved of any further liability or obligation hereunder, except with respect to those obligations that
are expressly stated herein to survive the termination of this Agreement, or (ii) seek specific performance of this Agreement.


 


Section
10.3. The limitations on the parties’ remedies set forth in paragraphs 10.1 and 10.2 above will not be deemed to prohibit
or impair either party from seeking enforcement of and damages under indemnification agreements of either party under this Agreement
or, subject to the terms conditions and limitations of this Agreement, seeking actual damages incurred by such party for a breach
of a representation or a warranty of the other party or any action taken in bad faith or fraud. Notwithstanding the foregoing,
in no event will either party be entitled to recover from the other any punitive, consequential or speculative damages.


 


ARTICLE
XI





Brokerage
Commissions


 


Each
party represents to the other that it has not dealt with any broker, finder or other intermediary in connection with this sale.


 


ARTICLE
XII





Miscellaneous


 


Section
12.1.     Except as expressly provided in Section 12.1, each notice or other communication required or permitted hereby shall be
in writing and shall be (a) personally delivered, (b) sent by a reputable overnight delivery service, (c) sent by United States
certified mail, return receipt requested, postage prepaid, addressed as set forth in Section 12.1(i) – (ii) below, or (d)
sent by facsimile or e-mail with an original copy transmitted to the recipient by means described in this Section 12.1(i)-(ii)
no later than two (2) business days after transmittal via facsimile or e-mail.


 



    19


     


    

 


(i)            If
to Seller: to the address listed in the introduction to this Agreement


 


with
a copy to:


 


Milan Patel





 






25
Prestwick Dr





Amarillo,
TX-79124


 


Dinesh
Patel





2
Cypress Point





Amarillo,
TX 79124     


 


Briana
Cooper





8004
Abbeville Ave., Suite A





Lubbock,
TX 79424


 


And


 


If
to Buyer:





First
Capital Real Estate Operating Partnership, L.P.





410
Park Avenue





14th
Floor





New
York, NY 10022





Attn:
Suneet Singal





s@firstcapitalre.com


 


with
a copy to:


 


with
further copy to:


 


Brinen
& Associates, LLC





90
Broad Street, Second Floor





New
York, New York 10004


 


Attn:           Joshua
D. Brinen





E-mail:        service@brinenlaw.com


 


Any
notice or other communication given pursuant to the provisions of this Section 12.1 shall be deemed effective upon receipt by
the addressee or upon the date receipt is refused. Either party may, by notice given as aforesaid, designate other addresses to
which or addressees to whom notices shall be given.


 


Notwithstanding
anything to the contrary contained in this Agreement, any notice given by or delivered to a party’s attorney shall be deemed
given by or delivered to the other party for the purposes of this Agreement.


 


Section
12.2.     The submission of this Agreement or a summary of some or all of its provisions does not constitute an offer to sell or
to buy the Property, it being understood and agreed that neither Seller nor Buyer shall be legally obligated with respect to a
sale or purchase of the Property unless and until this Agreement has been executed by both Seller and Buyer and a fully executed
original has been delivered to both pursuant to the provisions of Section 12.1.


 



    20


     


    

 


Section
12.3.     The delivery of the Closing Documents by Seller, and the acceptance thereof by Buyer, shall be deemed the full performance
and discharge of every obligation on the part of Seller to be performed hereunder, except Seller’s representations and warranties
and those obligations of Seller which are expressly stated in this Agreement to survive the closing.


 


Section
12.4.     The parties each agree to do such other and further acts, and to execute and deliver such instruments and documents,
as either party may reasonably request from time to time, whether before or after the Closing, without additional consideration,
in furtherance of the purposes of this Agreement. The provisions of this Section 12.4 shall survive the Closing.


 


Section
12.5.     This Agreement embodies and constitutes the entire understanding between the parties with regard to the transaction contemplated
herein, and all prior agreements, understandings, representations and statements, oral or written, are merged into this Agreement.
Neither this Agreement nor any provision hereof may be waived, modified, amended or terminated except by an instrument in writing
signed by the party against whom the enforcement of such waiver, modification, amendment or termination is sought.


 


Section
12.6.     If any provision of this Agreement is determined to be invalid or unenforceable, it shall not affect the validity and
enforcement of the remaining provisions hereof.


 


Section
12.7.     Any time period provided for in this Agreement that ends on a Saturday, Sunday or legal holiday shall extend to 5:00
p.m. (EST) on the next business day. In determining the expiration date of any time period measured from the Effective Date, the
Effective Date shall not be included in that time period.


 


Section
12.8.     This Agreement may be executed in any number of counterparts, each of which shall be deemed an original instrument, but
all of which together shall constitute one and the same instrument. To facilitate execution of this Agreement, the parties may
execute and exchange by telephone facsimile or email counterparts of the signature pages.


 


Section
12.9.     Buyer shall have the right to assign its rights and delegate its duties under this Agreement to any entity which is wholly
owned by, controlled by or under common ownership with Buyer or any principal of Buyer, provided that Buyer shall give Seller
not less than two (2) business days prior written notice before the Closing Date and shall deliver to Seller an assignment and
assumption agreement that is in form and substance reasonably satisfactory to Seller. Nothing herein shall release the Buyer from
liability under this Agreement. Except as set forth in the foregoing, Buyer may not assign, transfer or convey its rights or obligations
under this Agreement at any time without the prior written consent of Seller, which consent shall be at Seller’s sole discretion.


 


Section
12.10.     This Agreement shall be binding upon and shall inure to the benefit of Seller and Buyer, and their respective heirs,
personal representatives, successors and permitted assigns.


 


Section
12.11.     Time shall be of the essence with respect to each and every obligation under this Agreement.


 



    21


     


    

 


Section
12.12.     This Agreement shall be governed by and interpreted in accordance with the laws of the State of Texas, provided that
the laws and local customs of the location of the Land shall govern the closing procedures with respect to such Land.


 


Section
12.13.     No shareholders, partners or members of Seller and Buyer, nor any of their or their respective managers, officers, directors,
agents, employees, heirs, successors or assigns shall have any personal liability of any kind or nature for or by reason of any
matter or thing whatsoever under, in connection with, arising out of or in any way related to this Agreement and the transactions
contemplated herein, and Seller and Buyer hereby each waives for itself and anyone who may claim by, through or under Seller or
Buyer, respectively, any and all rights to sue or recover on account of any such alleged personal liability.


 


Section
12.14.    Whenever the Buyer proposes to register any of its equity securities under the Securities Act other than pursuant to (i)
the Buyer initial Public Offering (if the applicable underwriters request that only securities owned by the Company be included
in such offering), (ii) in connection with a registration, the primary purpose of which is to register debt securities, (i.e.,
in connection with a so-called “equity kicker”) or (iii) pursuant to a registration statement on Form S-1, S-3, S-4
or S-8 or any similar or successor form and the registration form to be used may be used for the registration of Registerable
Securities (a “Piggyback Registration”), the Buyer will give prompt written notice to all holders of OP Units
of its intention to effect such a registration and will include in such registration (and in all related registrations or qualifications
under blue sky laws or in compliance with other registration requirements and in any related underwriting) all common shares with
respect to which the Buyer has received written requests for inclusion therein within twenty (20) days after the receipt of the
Buyer notice.


 





List of Exhibits
and Schedules


 


	Exhibit A-1	Legal Description -
	Exhibit A-2	Legal Description -
	Exhibit A-3	Legal Description –
	Exhibit A-4	Legal Description
	Exhibit B	Escrow Instruction
	Exhibit C	Seller’s Documents
	Exhibit D	List of Leases
	Exhibit E	[Intentionally Omitted]
	Exhibit F	Assignment and Assumption Leases
	Exhibit G	Bill of Sale and General Assignment
	Schedule 1.1(IV)	List of Contracts
	Schedule 6.1(IV)	List of Security Deposits
	Schedule 6.1(VI)	List of Violations
	Schedule 6.1(X)	List of Outstanding Leasing Commissions,
All Tenant Improvements Allowances, and all Unexpired Rent Credits and Free Rent and Any Other Tenant Inducements Costs


 



    22


     


    

 


[END OF DOCUMENT; SIGNATURES ON THE FOLLOWING PAGE]


 




    23


     


    

 


IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.


 





	 	SELLER:
	 	 	 
	 	6 Props, LLC 
	 	 
	 	By:	/s/ Dinesh Patel
	 	 	Name: Dinesh Patel

                                     Title: Member

	 	 	 
	 	5/25/2018






	 	 	 
	 	BUYER: First Capital Real Estate Operating Partnership LP, a Delaware Limited Partnership
	 	By: First Capital Real Estate Trust Incorporated, a Maryland Corporation, Its General Partner
	 	 	 
	 	By:	/s/ Suneet Singal
	 	 	Name: First Suneet Singal 
	 	 	Title: Chairman and Chief Executive Officer



 


	 	Signed on:	5/25/2018




 



    24


     


    

 


EXHIBIT
A


 


LEGAL
DESCRIPTION





STEPHENVILLE
PROPERTY


 


Lot
3, Block 1 FAI ADDITION, to the City of Stephenville, Texas, according to the Plat recorded in Cabinet B, Slide 38, Plat Records
of Erath County, Texas


 



    25


     


    

 


EXHIBIT
A-2


 


LEGAL
DESCRIPTION





WEATHERFORD
PROPERTY


 


Lot
4, Business East, Block 1, Part of the Northwest Quarter (NW/4) of Section 11, Township 12 North, Range 14 W.I.M., Custer County,
Oklahoma, according to the recorded plat thereof.


 




    26


     


    

 


EXHIBIT
A-3





LEGAL
DESCRIPTION





SWEETWATER
PROPERTY


 


2.145
acres out of Section 49, Block 22, T&P Ry. Surveys, Nolan County, Texas. Being a part of land described in a deed to G. Grainger
MacDonald and J. Steve Ford, Official Public Records Volume 982 Page 181, Nolan County, Texas.


 




    27


     


    

 


EXHIBIT
A-4


 


LEGAL
DESCRIPTION





COLORADO
CITY PROPERTY


 


2.00
ACRES OF LAND OUT OF Section 33, T. & P. RR. Co. Lands, A-444, Mitchell County, Texas, and being part of a tract described
in deed recorded in Volume 784, Page 889, Official Public Records, Mitchell County, Texas.


 



    28


     


    

 


EXHIBIT
B


 


ESCROW
INSTRUCTIONS


 


1.             (a)           Seller
and Buyer hereby appoint the Escrow Agent as the entity responsible for holding, disbursing the Deposit in accordance with the
provisions of this Exhibit B and the agreement to which it is attached (collectively, this “Agreement”).
The Escrow Agent hereby accepts such appointment.


 


 (b)          
Seller and Buyer understand and agree that the Deposit to be held by Escrow Agent will be in the form of certificated OP Units
as defined in the Agreement.


 


2.             Upon
disbursement of the Deposit in accordance with this Agreement, all rights and obligations of the Escrow Agent shall be deemed
to have been satisfied and the Buyer and Seller shall have no recourse against the Escrow Agent.


 


3.             Delivery
or return of any Deposit, as well as any other payment, shall be done in the same manner as any notice given under this Agreement.


 


4.             The
Escrow Agent is instructed to disburse the Deposit to (1) the party entitled to receive the Deposit pursuant to the Agreement,
(2) as directed pursuant to joint written instructions signed by Buyer and Seller, or (3) in circumstances not covered by clauses
1 and 2 above, to either party in the event Escrow Agent receives a sworn affidavit from such party dated as of a day which is
not less than five (5) business days after the date on which such party’s notice of demand for the Deposit was served upon
the other party; said affidavit shall state such party is entitled to the Deposit pursuant to the terms of this Agreement, that
such party has given written notice to the other party, in accordance with the provisions of Section 12.1 of this Agreement, of
such demand for disbursement of the Deposit, as evidenced by a photocopy of the receipt thereof, and that such party has not received
a written objection thereto from the other party.


 


5.             The
duties of the Escrow Agent shall be determined solely by the express provisions of this Agreement, including, without limitation,
this Exhibit B, and are purely ministerial in nature. If there is any dispute between the parties hereto as to whether
or not the Escrow Agent is obligated to disburse or release the Deposit, the Escrow Agent shall not be obligated to make such
disbursement or delivery, but in such event shall hold the Deposit until receipt by the Escrow Agent of an authorization in writing
signed by all persons having an interest in said dispute, directing the disposition of the Deposit, or in the absence of such
authorization, the Escrow Agent shall hold the Deposit until a final determination of the rights of the parties in an appropriate
proceeding. If such written authorization is not given, or proceedings for such determination are not begun and diligently continued,
the Escrow Agent may, but is not required to, retain counsel and bring an appropriate action or proceeding for leave to deposit
the Deposit pending such determination. The Escrow Agent shall be reimbursed for all reasonable costs and expenses incurred by
it in connection with such action or proceeding, including reasonable attorney’s fees and disbursements, by the parties
hereto. Upon delivery of the Deposit as provided herein, the Escrow Agent shall have no further liability hereunder. If threatened
with litigation, the Escrow Agent is hereby authorized by the undersigned to interplead all interested parties in any court of
competent jurisdiction and to deposit the Deposit with the clerk of the court, and thereupon the Escrow Agent shall be fully relieved
and discharged of any further responsibility under this Agreement.


 



    29


     


    

 


6.             The
Escrow Agent shall not be liable for any mistake of fact or error of judgment or any acts or omissions of any kind taken in good
faith unless caused by its willful misconduct or negligence. The parties hereto each release the Escrow Agent from liability for
any act done or omitted to be done by the Escrow Agent in good faith in the performance of its obligations and duties hereunder.
The Escrow Agent shall be entitled to rely on any instrument or signature believed by it to be genuine and may assume that any
person purporting to give any writing, notice, or instruction in connection with this Agreement is duly authorized to do so by
the party on whose behalf such writing, notice or instruction is given.


 


7.             The
undersigned hereby jointly and severally indemnify the Escrow Agent from, and hold it harmless against, any loss, liability or
expense arising out of or in connection with the acceptance of or the performance of its duties under this Agreement, as well
as the costs and expenses, including reasonable attorneys’ fees and disbursements, of defending itself against any claim
or liability arising under this Agreement, other than any loss, liability or expense arising out of or in connection with the
Escrow Agent’s willful misconduct or negligence.


 


8.             The
Escrow Agent shall not be entitled to any fee for acting as the escrow agent.


 


9.             The
Escrow Agent shall not be responsible for any penalties, or loss of principal or interest, or any delays in the withdrawal of
the Deposit which may be imposed by the depository holding the Deposit as a result of the making or redeeming of the investment
pursuant to instructions from Seller and Buyer, nor shall it be liable for any loss or impairment of Deposit while the Deposit
is in the course of collections or while the Deposit is on deposit in a financial institution if such loss or impairment results
from the failure, insolvency or suspension of the financial institution.     


 




    30


     


    

 


EXHIBIT
C


 


SELLER’S
DOCUMENTS


 


Prop
Six Seller Docs – First Capital


 


		☐	List
                                         of Hospitality Assets






Debt





		☐	Loan
                                         Agreement






		☐	Mezzanine
                                         Loan Agreement






		☐	Disposition
                                         Loan Abstract



 


		☐	Survey






		☐	Leases






		☐	1st
                                         Amendment






		☐	Financial
                                         Reports






STR
Reports


 




    


     


    

 


EXHIBIT
D


 


LIST
OF LEASES


 




    


     


    

 


EXHIBIT
E


 


[INTENTIONALLY
OMITTED]


 




    


     


    

 


EXHIBIT
F


 


ASSIGNMENT
AND ASSUMPTION OF LEASES


 


This
Assignment and Assumption of Leases (this “Assignment”) is made as of the ___ day of ___________, 2018 by and
between ____________________________, a ______________________, having an office c/o _______________________________ (“Seller”),
and ___________________, a _______________________ limited liability company, having an office at _________________________________________
(“Buyer”).


 


R
E C I T A L S


 


A.          This
Assignment is executed and delivered pursuant to that certain Purchase and Sale Agreement (as the same may have been amended,
the “Purchase and Sale Agreement”) dated as of ____________________, 2018, by and between Seller and Buyer, in which
Seller agreed to sell, and Buyer agreed to purchase, among other things the real property described therein as the Real Property.


 


B.          All
capitalized terms that are used but not defined herein shall have the same meanings ascribed to such terms in the Purchase and
Sale Agreement.


 


NOW
THEREFORE, in consideration of the covenants and agreements hereinafter contained, and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, Seller and Buyer hereby agree as follows:


 


1.           Assignment
and Assumption. Seller hereby assigns, conveys, transfers and sets over to Buyer all of Seller’s right, title and interest,
as landlord, in and to the Leases. Buyer hereby accepts the foregoing assignment and hereby assumes all of Seller’s obligations
under the Leases accruing from and after the date of this Assignment.


 


2.           Indemnification.
Buyer shall defend, indemnify and hold harmless Seller from and against any liability, damages, causes of action, expenses, and
attorneys’ fees incurred by Seller by reason of the failure of Buyer to fulfill, perform, discharge, and observe the obligations
assumed by it under this instrument with respect to the Leases first arising or accruing from and after the Closing Date. Seller
shall defend, indemnify and hold harmless Buyer from and against any liability, damages, causes of action, expenses, and attorneys’
fees incurred by Buyer by reason of the failure of Seller to fulfill, perform, discharge, and observe its obligations with respect
to the Leases first arising or accruing prior to the Closing Date. Each of the foregoing indemnification agreements shall survive
the Closing.


 


3.           Counterparts;
Facsimile. This Assignment may be executed in any number of counterparts, each of which shall be deemed to be an original,
and all of such counterparts shall constitute one Assignment. To facilitate execution of this Assignment, the parties may execute
and exchange by telephone facsimile counterparts of the signature pages.


 


4.
          Governing Law; Binding Effect. This Assignment shall be governed by and interpreted
in accordance with the laws of the State of New Hampshire and shall be binding upon and shall inure to the benefit of the parties
hereto and their respective successors and assigns.


 


5.
          Attorneys’ Fees. If any action or proceeding is commenced by either party
to enforce its rights under this Assignment, the prevailing party in such action or proceeding shall be awarded all reasonable
costs and expenses incurred in such action or proceeding, including reasonable attorneys’ fees and costs, in addition to
any other relief awarded by the court.


 



    


     


    

 


6.           Miscellaneous.
This Assignment constitutes the entire understanding between the parties with respect to the scope of the assignment and assumption
arrangement described herein, and all prior or contemporaneous agreements, understandings, representations and statements, oral
or written are merged into this Assignment. Neither this Assignment nor any provision hereof may be waived, modified, amended,
discharged or terminated except by an instrument in writing signed by both parties.


 


IN
WITNESS WHEREOF, this Assignment has been duly executed and delivered as of the day and year set forth above.


 





	 	SELLER:
	 	,
	 	 	 
	 	BY:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	BUYER:
	 	,
	 	 	 
	 	BY:	 
	 	 	Name:
	 	 	Title:




 




    


     


    

 


EXHIBIT
G


 


BILL
OF SALE AND GENERAL ASSIGNMENT


 


THIS
BILL OF SALE AND GENERAL ASSIGNMENT (this “Bill of Sale”) is made as of the ___ day of _____________, 2018 by and
between ______________________, a ________________________, having an office c/o ____________________________________ (“Seller”),
and ________________________, a ___________________ limited liability company, having an office at _______________________________________________(“Buyer”)..


 


R
E C I T A L S


 


A.          This
Bill of Sale is executed and delivered pursuant to that certain Purchase and Sale Agreement (as the same may have been amended,
the “Purchase and Sale Agreement”) dated as of ___________________, 2018, by and between Seller and Buyer, in which
Seller agreed to sell, and Buyer agreed to purchase, among other things, the real property described therein as the Real Property.


 


B.
          Whereas, pursuant to the Purchase and Sale Agreement, Seller is obligated to transfer
to Buyer the Permits, and Plans. All capitalized terms that are used but not defined herein shall have the same meanings ascribed
to such terms in the Purchase and Sale Agreement.


 


NOW
THEREFORE, in consideration of the covenants and agreements hereinafter contained, and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, Seller and Buyer hereby agree as follows:


 


1.           Conveyance.
For good and valuable consideration Seller hereby irrevocably conveys, transfers, assigns and delivers to Buyer and Buyer hereby
accepts, without warranty by, and without recourse in any event to, Seller:


 


(a)          Permits.
All of Seller’s right, title and interest in and to the Permits;


 


(b)          Plans.
All of Seller’s right, title and interest in and to the Plans; and


 


(c)          Warranties
and Guaranties. All of Seller’s right, title and interest in and to the Warranties and Guaranties.


 


2.           Further
Action. Seller hereby covenants that Seller will, at any time and from time to time, upon written request therefor, execute
and deliver to Buyer such documents as Buyer may reasonably request in order to fully assign and transfer to and vest in Buyer
all of the property conveyed pursuant to this Bill of Sale and rights of Seller intended to be transferred and assigned hereby.


 


3.           Attorneys’
Fees. If any action or proceeding is commenced by either party to enforce its rights under this Bill of Sale, the prevailing
party in such action or proceeding shall be awarded all reasonable costs and expenses incurred in such action or proceeding, including
reasonable attorneys’ fees and costs, in addition to any other relief awarded by the court.


 


4.           Counterparts;
Facsimile. This Bill of Sale may be executed in any number of counterparts, each of which shall be deemed to be an original,
and all of such counterparts shall constitute one Agreement. To facilitate execution of this Bill of Sale, the parties may execute
and exchange by telephone facsimile counterparts of the signature pages.


 



    


     


    

 


5.
          Governing Law; Binding Effect. This Bill of Sale shall be governed by and interpreted
in accordance with the laws of the State of Texas and shall be binding upon and shall inure to the benefit of the parties hereto
and their respective successors and assigns.


 


IN
WITNESS WHEREOF, this Bill of Sale has been duly executed and delivered as of the day and year set forth above.


 





	 	SELLER:
	 	,
	 	 	 
	 	BY:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	BUYER:
	 	,
	 	 	 
	 	BY:	 
	 	 	Name:
	 	 	Title:


 




    


     


    

 


Schedule
1.1(iv)


 


LIST
OF Contracts


 


None


 



    


     


    

 


Schedule
6.1(iv)


 


LIST
OF SECURITY DEPOSITS


 




    


     


    

 


Schedule
6.1(vI)


 


LIST
OF VIOLATIONS


 


None


 




    


     


    

 


Schedule
6.1(X)


 


LIST
OF outstanding leasing commissions, all tenant improvements allowances, and all unexpired rent credits and free rent and any other
tenant inducements costs 


 


		NOTE:	There
                                         is a $470,902.97 liability due to tenant for a real estate tax deposit paid at closing.