Exhibit 10.1


 


THIS AGREEMENT IS SUBJECT TO
ARBITRATION PURSUANT TO THE COMMERCIAL ARBITRATION RULES OF THE JUDICIAL ARBITRATION AND MEDIATION SERVICES (THE “JAMS”)
AS SUCH RULES MAY BE MODIFIED HEREIN OR AS OTHERWISE AGREED BY THE PARTIES IN CONTROVERSY.


 


DISCLOSURE: THERE ARE MEMBERS OF
THE SELLING ENTITY THAT ARE LICENSED BROKERS AND SALESPEOPLE WITH NAI EARLE FURMAN, LLC.


 


	STATE OF SOUTH CAROLINA	)	 
	 	)	CONTRACT OF SALE AND PURCHASE
	COUNTY OF GREENVILLE	)	 


 


THIS CONTRACT OF
SALE AND PURCHASE (hereinafter referred to as the “Agreement”) is made and entered into as of the date this
Agreement is executed by both the hereinbelow defined Seller and Buyer and an executed original thereof is delivered to Buyer (the
“Effective Date”) by and among Appian-Brookfield South 48, LLC, a South Carolina limited liability company,
(50% Undivided TIC Interest) and Appian-Brookfield TIC, LLC, a South Carolina limited liability company, (50% Undivided
TIC Interest) (hereinafter collectively, referred to as “Seller”) and Medalist Fund Manager, Inc., a Virginia Corporation,
its successors or assigns (hereinafter referred to as “Buyer”).


 


WITNESSETH:


 


In consideration of
the mutual covenants and agreements set forth below to be kept and performed, the hereinbelow defined Earnest Money, and other
good and valuable consideration passing between the parties, the receipt and sufficiency of which is hereby acknowledged, the parties
covenant and agree that Seller shall sell to Buyer, and Buyer shall purchase from Seller, the Property described below for the
price and upon the terms and conditions specified herein:


 


1.     
     THE PROPERTY. Seller agrees to sell, convey, assign, transfer and deliver to
Buyer and Buyer agrees to purchase, acquire and take from Seller:


 


(a)          The
property containing approximately 7.879 acres commonly known as 48 Brookfield Oaks Drive, Greenville, South Carolina 29607, being
more particularly described on Exhibit “A” attached hereto and incorporated herein by reference (the
“Land”);


 


(b)          All
improvements situated on the Land described in (a) above, including, but not limited to an industrial/flex building containing
±64,884 square feet (the “Building”) located on the above described Land, including all equipment, fixtures,
appliances, mechanical, heating, ventilating, air conditioning, plumbing and electrical systems and equipment and other improvements
of any and every nature located on the Land;


 




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(c)          All
personal property situated on the Land described in (a) above excluding any portion thereof owned by the tenants of the Property
(as hereinafter defined); and


 


(d)          All
easements, hereditaments and appurtenances thereunto belonging or in any way appertaining to the land described in (a) above.


 


(e)          All
of Seller’s right, title and interest in and to the telephone numbers and listings for the Property (other than telephone
numbers and listing owned by Seller’s property manager); all master keys and keys to common areas, if any.


 


All of the property
and rights described in (a), (b), (c) and (d) above are hereinafter collectively referred to as the “Property”.


 


The exact legal description
of the Property shall be determined by a survey to be prepared by a certified engineer or surveyor, as provided by Buyer’s
surveyor and made a part hereof.


 


2.     
     EARNEST MONEY. Within three (3) business days after Buyer’s receipt of a
fully executed original of the Agreement from Seller, Buyer shall deliver to Bell Carrington Price & Gregg, Attn:
Brian Price, as escrow agent hereunder (hereinafter referred to as “Escrow Agent”), an earnest money deposit in
the amount of Fifty Thousand and No/100 Dollars ($50,000.00) as an Initial Earnest Money Deposit (the “Initial
Deposit”) and, if not terminated by Buyer prior to the expiration of the Inspection Period, an additional Fifty
Thousand and No/100 Dollars ($50,000.00) as Earnest Money (the “Additional Deposit”) with Escrow Agent
within three business (3) days after the expiration of the Inspection Period which both the Initial Deposit and the
Additional Deposit shall immediately become non-refundable upon expiration of the Inspection Period, subject to Seller
default or the failure to satisfy the conditions to Closing. The Initial Deposit and the Additional Deposit
hereinafter sometimes collectively referred to as the “Earnest Money.”


 


Escrow Agent agrees
to hold and disburse the Earnest Money in a trust account in accordance with the terms of this Agreement. All Earnest Money shall
be applied toward the Purchase Price at Closing (as that term is hereinafter defined) if Closing occurs.


 




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3.    
      ESCROW AGENT. The Earnest Money shall be held by the Escrow Agent until the
Closing Date or sooner termination of this Agreement and Escrow Agent shall deposit the Earnest Money in an IOLTA Trust
Account in which all interest is paid to the SC Bar Foundation. In the event the Closing shall occur in accordance with the
provisions of this Agreement, then, Seller and Buyer shall deliver to Escrow Agent written instructions directing Escrow
Agent to deliver the Earnest Money to Seller. Subject to the provisions of Section 6 of this Agreement governing return of
the Earnest Money following Buyer’s termination prior to the expiration of the Inspection Period, if, for any reason,
the Closing does not occur pursuant to the provisions of this Agreement and either party makes a written demand upon Escrow
Agent, by registered or certified mail (return receipt optional), or Federal Express, for the payment of the Earnest Money,
then Escrow Agent shall give written notice in accordance with the provisions hereof to the other party of the receipt of
such demand. If Escrow Agent does not receive a written objection from the other party to the proposed payment of the Earnest
Money pursuant to the demand within ten (10) days after the delivery of such notice by Escrow Agent, Escrow Agent is hereby
authorized to make such payment in accordance with the aforesaid demand. If Escrow Agent receives written objection from the
other party to the proposed payment of the Earnest Money pursuant to the aforesaid demand within such ten (10) day period or
if, for any other reason, Escrow Agent in good faith shall elect not to make such payment, Escrow Agent shall continue to
hold the Earnest Money until otherwise directed by written instructions from Seller and Buyer or a final judgment of a court
of competent jurisdiction. Escrow Agent, however, shall have the right at any time to deposit the Earnest Money with the
clerk of any court of competent jurisdiction in the state where the Property is located, and Escrow Agent shall give written
notice of such deposit to the Seller and the Buyer, and upon such deposit being made, Escrow Agent shall be discharged from
all obligations and responsibilities hereunder. The parties acknowledge that Escrow Agent is acting solely as a stakeholder
at their request and for their convenience, that Escrow Agent may act upon any writing believed by it in good faith to be
genuine and to be signed and presented by the proper person, that Escrow Agent shall not be deemed to be the agent of either
of the parties, and that Escrow Agent shall not be liable to either of the parties for any act or omission on its part unless
taken or suffered in bad faith, in willful disregard of this Agreement or involving gross negligence. Escrow Agent shall have
no duties or responsibilities except as set forth herein. Escrow Agent shall not be bound by any modification of the
Agreement unless the same is in writing and signed by the Buyer and Seller and if Escrow Agent’s duties hereunder are
affected, unless Escrow Agent shall have given prior written consent thereto. The Seller and Buyer hereby jointly and
severally indemnify and hold the Escrow Agent harmless from and against all costs, claims and expenses (including reasonable
attorney’s fees) incurred in connection with the performance by the Escrow Agent of its duties in accordance with the
provisions of this Section of this Agreement.


 


4.      
    PURCHASE PRICE. The total purchase price (hereinafter referred to as the
“Purchase Price”) for the Property shall be Six Million Seven Hundred Thousand and No/100ths Dollars
($6,700,000.00), which shall be paid by the Buyer by cash, wire transfer or certified check at Closing, less the Earnest
Money and subject to the adjustments and prorations provided herein.


 




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5.     
     DOCUMENTS. Within three (3) days after the Effective Date hereof, Seller shall
provide Buyer with copies of the documents, if in the possession of the Seller or reasonably available at no cost to Seller,
listed on Exhibit “G (the “Due Diligence Items”).


 


6.     
     INSPECTION PERIOD. Buyer shall have forty (40) days after the Effective Date of
this Agreement (hereinafter referred to as the “Inspection Period”) to make all inspections Buyer may deem
necessary and to determine if the Property is satisfactory for its needs including, but not limited to, all aspects of the
operation of the Property and all documents and records relating to the operation of the Property in the Seller’s
possession or reasonably obtainable by Seller. In the event Buyer determines that the Property does not meet its needs, or
Buyer is not satisfied in its sole discretion with any of the inspection results, then Buyer shall so notify Seller in
writing prior to the expiration of the Inspection Period and this Agreement may be canceled by Buyer and, if so canceled,
shall be deemed null and void and the Initial Deposit shall be immediately refunded to Buyer.


 


During the Inspection
Period and thereafter if Buyer does not terminate this Agreement pursuant to the foregoing paragraph, Buyer and/or Buyer’s
agents, employees and/or contractors shall have the right to enter upon the Property during normal business hours with 24-hour
prior notice to conduct such inspections, tests and studies as Buyer may deem necessary, provided:


 


(a)          Such
inspections, tests and studies shall not materially interfere with the tenants of the Property or damage the Property; and


 


(b)          Buyer
shall leave the Property in at least the same condition as it was prior to the entry onto the Property by Buyer or its agents,
employees or contractors or, in the event of any damage to the Property (other than ordinary wear and tear), Buyer shall immediately
repair and restore the Property to its prior condition; provided, however, Buyer shall not be responsible for the mere discovery
of any pre-existing condition of the Property. Buyer agrees to indemnify and hold harmless Seller from any loss or damage, including
reasonable attorneys’ fees, arising out of the inspections, tests or studies that Buyer, its agents or employees may conduct
pursuant to this Paragraph 6 other than any liability arising out of the discovery by Buyer and/or its agent or contractor of an
environmental problem or condition or the obligation of Buyer and/or its contractor to report any environmental condition to a
governmental authority unless such environmental problem or condition is the result of the actions of Buyer and/or its agent or
contractor. This indemnity shall survive any early termination of this Agreement and the Closing of the transaction contemplated
hereunder.


 




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7.       
   TITLE.


 


(a)          Seller
warrants that it has good marketable record fee simple title to the Property subject only to applicable zoning ordinances and regulations,
taxes for the current year not yet due and payable, utility and drainage; provided, however, Buyer shall accept title to the Property
subject only to the Permitted Exceptions as defined in Section 12 below. Seller shall, at the closing, convey the Property
to Buyer by special warranty deed, with good and marketable title in fee simple, free and clear of all liens or encumbrances except
the Permitted Exceptions. “Good and marketable title”, as used herein, shall mean title which is insurable by
a reputable title insurance company at standard rates on the ALTA form then in use in the county where the land lies and with exception
only to the Permitted Exceptions. The availability of such title insurance shall be conclusive evidence of the marketability of
title to the Property, and, conversely, the inability of Buyer to obtain such policy shall be conclusive evidence that title to
the Property is not marketable as required herein.


 


(b)          Within
the Inspection Period, Buyer shall obtain, if available based upon the status of Seller’s title, a title insurance commitment and
shall forward a copy to Seller upon Seller’s request. Approval as to all easements and exceptions which show on the commitment
shall be deemed given at the end of the Inspection Period unless on or before the final day of the Inspection Period, Buyer shall
give notice to Seller that it disapproves an item or items. In such case, the removal of each item so disapproved shall be a condition
to Buyer’s obligation to close. Should Buyer’s title examination reveal any legal defects in the title, Buyer shall promptly notify
Seller prior to the expiration of the Inspection Period of such legal defect, provide a copy of each item to which Buyer disapproves,
along with a copy of the title insurance company commitment taking exception thereto and Seller will have ten (10) days from the
receipt of such notice within which to take steps to cure such defects. If Seller is unable or unwilling to cure such defects within
said ten-day period or, if not reasonably curable within said ten-day period, has not begun such cure within the ten-day period
and diligently pursued the remedy, Buyer shall have the right to terminate this Agreement and receive a prompt refund of Buyer’s
earnest money deposit and this Agreement shall be void and without further recourse to the parties. In the alternative, Buyer may
elect to accept such title as Seller can deliver to the Property in its then condition and pay the purchase price without deduction.
Notwithstanding anything in this Agreement to the contrary, Seller shall be obligated, whether or not disapproved by Buyer by written
notice to Seller as described above, to remove or discharge the following at or prior to Closing: any deed of trust, deed to secure
debt, mortgage, financing statements, security interests, mechanics’ liens and real estate tax arrearages encumbering the
Property created by or arising from the acts of Seller (collectively, the “Mandatory Cure Items”); provided,
however, that Seller shall not be obligated to cure any lien or encumbrance caused by or arising from Buyer’s inspections
of the Property.


 




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8.     
     SELLER’S REPRESENTATIONS AND WARRANTIES. To induce Buyer to enter into
this Agreement and to purchase the Property being conveyed hereunder, Seller makes the following representations and
warranties, each of which is material and is being relied upon by the Buyer and all of which Seller represents and warrants
are true as of the Effective Date hereof and shall be true as of the Closing Date:


 


(a)          Good
and Marketable Title to Property. Seller now has and will have at Closing good and marketable title in fee simple to the
Property, as defined in Section 7(a) above, and no party, except as herein set forth, has or shall have any right in, or to acquire,
the Property;


 


(b)          Free
of Encumbrances. At the Closing, the Property shall be free and clear of all encumbrances except Permitted Encumbrances
agreed to or assumed by Buyer;


 


(c)          No
Actions or Suits. There are no actions, suits, claims, assessments, or proceedings pending or, to the best of Seller’s
knowledge, threatened that could materially adversely affect the ownership, operation or maintenance of the Property or Seller’s
ability to perform hereunder;


 


(d)          Authority
of Seller. Seller has full right, power and authority to execute, deliver and perform this Agreement without obtaining
any further consents or approvals from, or the taking of any other actions with respect to, any third parties and this Agreement,
when executed and delivered by Seller and Buyer, will constitute the valid and binding agreement of Seller, enforceable against
Seller in accordance with its terms; the execution and delivery of this Agreement, and the performance and observance by Seller
of Seller’s duties and obligations under this Agreement and of all other acts necessary and appropriate for the consummation of
the transactions contemplated herein, are consistent with and not in violation of, and will not create any adverse condition, default
or breach under, (i) any contract, agreement or other instrument (including, without limitation, any lease, license, covenant,
commitment or understanding) to which Seller or its assets or properties are a party or are bound, (ii) any law, rule, regulation,
notice, order decree or judgment of any nature to which Seller or its assets or properties are a party or are bound, or (iii) the
governing agreement(s) of Seller;


 


(e)          Non-Foreign
Status. Seller is not a “foreign person” within the meaning of Section 1445(f) of the Internal Revenue Code
of 1986, as amended;


 




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(f)       
   OFAC Compliance. Neither Seller nor any of its affiliates, nor any of their respective
partners, members, shareholders or other equity owners, and none of their respective employees, officers, directors,
representatives or agents is, nor will they become, a person or entity with whom United States persons or entities are
restricted from doing business under regulations of the Office of Foreign Asset Control (“OFAC”) of
the Department of the Treasury (including those named on OFAC’s Specially Designated and Blocked Persons List) or under
any statute, executive order (including, without limitation, the September 24, 2001, Executive Order Blocking Property and
Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action,
and is not and will not engage in any dealings or transactions or be otherwise associated with such persons or entities;


 


(g)          Solvency.
Seller has not (a) made a general assignment for the benefit of creditors, (b) filed any voluntary petition in bankruptcy or suffered
the filing of an involuntary petition by Seller’s creditors, (c) suffered the appointment of a receiver to take possession
of all or substantially all of Seller’s assets, (d) suffered the attachment or other judicial seizure of all, or substantially
all, of Seller’s assets, (e) admitted in writing its inability to pay its debts as they come due, or (f) made an offer of
settlement, extension or composition to its creditors generally;


 


(h)          Existence
of Security Interest. To the best of Seller’s knowledge, no uncured breach or default, whether declared or not, including,
without limitation, nonpayment of any sum or nonperformance of any obligation, exists under, or with regard to, any obligation
of Seller that is secured by a lien on the Property;


 


(i)       
   No Violation of Applicable Law. To the best of Seller’s knowledge, the location,
construction, occupancy, operation, and use of the Property does not violate any applicable law, statute, ordinance, rule,
regulation, order, or determination of any governmental authority or any board of fire underwriters (or other body exercising
similar functions), or any restrictive covenant or deed restriction (recorded or otherwise) affecting the Property,
including, without limitation, all applicable zoning ordinances and building codes, flood disaster laws, and health and
environmental laws and regulations (hereinafter sometimes collectively called “Applicable Laws”);


 




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(j)          Compliance
With Environmental Laws.


 


(1)         Without
limiting Section 6 (b) above and with the exception of Section 8 (s) below, Seller further represents that (i) to
the best of Seller’s knowledge, the Property has never been used by Seller or, to the best of Seller’s knowledge, by any
previous owners, occupants or the current tenants, if any, to generate, manufacture, refine, transport, treat, store, handle or
dispose of any Hazardous Substances (as hereinafter defined), and no such Hazardous Substances exist on the Property or in its
soil or groundwater; (ii) to the best of Seller’s knowledge, no portion of the Improvements has been constructed with asbestos,
asbestos- containing materials, urea formaldehyde insulation or any other chemical or substance which has been determined to be
a hazard to health and/or the environment; (iii) to the best of Seller’s knowledge, there are no, nor have there been, electrical
transformers or other equipment which have di-electric fluid-containing polychlorinated biphenyls (PCBs) located in, on or under
the Property; (iv) to the best of Seller’s knowledge, the Property has never contained any underground storage tanks; and (v) Seller
has not received nor does it have any knowledge of any summons, citation, directive, letter or other communication, oral or written,
from any local, state, or federal government agency concerning (a) the existence of Hazardous Substances on the Property or in
the immediate vicinity or (b) the releasing, spilling, leaking, pumping, pouring emitting, emptying, or dumping of Hazardous Substances
into the Property or into waters or other lands.


 


(2)         The
term “Hazardous Substances” as used in this Agreement shall mean any hazardous or toxic material, substance, or
waste, pollutant or contaminant which is regulated under any statute, law, regulation, rule or ordinance of any local, state, regional,
or federal authority having jurisdiction over the Property, or its use, including, but not limited to, any material, substance
or waste which is (i) defined as a hazardous substance under any Environmental Laws; (ii) a petroleum hydrocarbon, including crude
oil or any fraction thereof and all petroleum products; (iii) polychlorinated biphenyls; (iv) lead; (v) urea formaldehyde; (vi)
asbestos; (vii) flammable explosives; (viii) infectious materials; (ix) radioactive materials; or (x) defined or regulated as a
hazardous substance under rules or regulations promulgated under any of the foregoing Environmental Laws.


 




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(3)         The
term “Environmental Laws” as used in this Agreement shall mean any international, federal, state, or local statute,
law, regulation, order, consent, decree, judgment, permit, license, code, covenant, deed restriction, common law, treaty, convention,
ordinance, or other requirement relating to public health, safety or the environment, including, without limitation, those relating
to releases, discharges or emissions to air, water, land or groundwater, to the withdrawal or use of groundwater, to the use and
handling of polychlorinated biphenyls or asbestos, to the disposal, treatment, storage or management of hazardous or solid waste,
or Hazardous Substances or crude oil, or any fraction thereof, or to exposure to toxic or hazardous materials, to the handling,
transportation, discharge or release of gaseous or liquid Hazardous Substances and any regulation, order, notice or demand issued
pursuant to such law, statute or ordinance, in each case applicable to the Property, including, without limitation, the following:
the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended by the Superfund Amendments and Re-Authorization
Act of 1986; the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act of 1976 and the Hazardous and
Solid Waste Amendments of 1984; the Hazardous Materials Transportation Act, as amended; the Federal Water Pollution Control Act,
as amended by the Clean Water Act of 1976; the Safe Drinking Water Act; the Clean Air Act, as amended; the Toxic Substances Control
Act of 1976; the Occupational Safety and Health Act of 1977, as amended; the Emergency Planning and Community Right-to-Know Act
of 1986; the National Environmental Policy Act of 1975; the Oil Pollution Act of 1990, and any similar or implementing state law,
and any state statute and any further amendments to these laws providing for financial responsibility for clean-up or other actions
with respect to the release or threatened release of Hazardous Substances or crude oil, or any fraction thereof and all rules and
regulations promulgated thereunder.


 


(k)          No
Environmental Permits Required. Seller has not obtained, and is not required to obtain, and Seller has no knowledge of
any reason Buyer or Seller will be required to obtain, any permits, licenses, or similar authorizations to construct, occupy, operate,
or use any buildings, improvements, fixtures, and equipment forming a part of the Property by reason of any Environmental Laws;


 


(l)      
    Leases. All Leases on the Property and the amendments thereto and Lease guarantees, if
any, described on Exhibit “B” are now and at the Closing will be in full force and effect; have not
been modified or amended other than as set forth on Exhibit “C”; that to the best of Seller’s
knowledge, Seller is not in default in its obligations as landlord, and that true copies of such Leases have been delivered
by Seller to Buyer; no tenant has any right to cancel or terminate its lease as a result of this transaction or by reason of
any existing facts known to Seller; no tenant has any right to extend or renew its lease except as indicated in the leases;
no tenant is entitled to any concession, rebate, or refund; none of the Leases have been assigned, pledged, or encumbered
except to the holder of the Mortgage, and no claims or litigation, actual or threatened, exist with regard to any of the
Leases; At closing, Seller will deliver to Buyer all deposits paid by any tenants and will provide a complete list of such
deposits;


 


(m)         Financial
Reports. The financial reports delivered as part of the Due Diligence Items are the same reports used and relied upon by
the Seller in connection with its operation of the Property;


 




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(n)          Utility
Connections. To the best of Seller’s knowledge, all utility lines (including sanitary and storm sewers) enter the
Property through public streets or through dedicated rights of way or equivalent servitudes;


 


(o)          No
Condemnation. To the best of Seller’s knowledge, there is no condemnation threatened or pending against the Property, or
any part thereof;


 


(p)          Viability
of Insurance Coverage. Seller has not received any notices from any insurance company of any defects or inadequacies in
the Property or any part thereof which would materially and adversely affect the insurability of the Property or the premiums for
the insurance thereof, and no notice has been given by any insurance company which has issued a policy with respect to any portion
of the Premises or by any board of fire underwriters (or other body exercising similar functions) requesting the performance of
any repairs, alterations, or other work which has not been complied with;


 


(q)          No
Parties in Possession. To the best of Seller’s knowledge, there are no parties in possession of any portion of the
Property, whether as lessees, tenants at sufferance, trespassers, or otherwise, except for tenants and land subtenants under the
hereinafter defined Leases;


 


(r)        
  No Material Change in Property. Seller shall immediately notify Buyer of any material change in
respect to the Property or any information heretofore or hereafter furnished to Buyer with respect to the Property.


 


(s)          S&ME
Exception. Notwithstanding anything contained in this Section 8 to the contrary, Buyer and Seller acknowledge that
as part of the Lease Agreement with S&ME, Inc. dated February 29, 2016, S&ME, Inc., as part of its lawful business purposes
and as permitted by applicable state and federal regulations, is permitted to store radioactive materials on the Property as outlined
in said Lease.


 


To the best of Seller’s
knowledge, none of the representations or warranties of Seller contained in this Agreement and no documents furnished to Buyer
in connection with this Agreement or in connection with the transactions contemplated hereby, contain, or at the Closing will contain,
any untrue statement of a material fact necessary to make the statements of fact herein and therein not misleading.


 




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All representations
and warranties made in this Agreement by Seller shall survive Closing for a period of six (6) months (the “Survival Period”),
and upon expiration thereof shall be of no further force or effect except to the extent that with respect to any particular alleged
breach, Buyer gives Seller written notice on or before the expiration of the Survival Period of such alleged breach with reasonable
detail as to the nature of such breach and files an action against Seller with respect thereto within thirty (30) days after the
giving of such notice. Notwithstanding anything to the contrary contained in this paragraph, Seller shall have no liability to
Buyer for the breach of any representation or warranty made in this Agreement unless the loss resulting from Seller’s breach
of its representations and warranties exceeds, in the aggregate, Ten Thousand and 00/100 Dollars ($10,000.00); provided, however,
in no event shall Seller’s total liability for any such breach or breaches exceed, in the aggregate, Two Hundred Thousand
and 00/100 Dollars ($200,000.00). In no event shall any claim for a breach of any representation or warranty of either party be
actionable or payable if the breach in question results from, or is based on, a condition, state of facts or other matter which
was known to the non-breaching party prior to Closing or which was contained in the Due Diligence Items or in any other of Seller’s
files, books or records made available to Buyer for inspection or could have been discovered by Buyer with the application of reasonable
efforts to inspect the Property prior to Closing.


 


9.     
     LEASES; AGREEMENTS; OPERATION OF PROPERTY.


 


(a)          Existing
Leases. Buyer expressly acknowledges that the Property is currently being leased to the Tenants (collectively the “Tenants”
or a “Tenant”) described on the list of existing Leases for the Property attached hereto as Exhibit “B” and incorporated herein by reference (the “Leases”). Buyer shall take title to the Property subject
to the foregoing Leases. At Closing, Seller and Buyer shall execute an Assignment and Assumption of Leases, Security Deposits,
Service Contracts and Intangible Rights in substantially the same form attached hereto as Exhibit “I”.


 


(b)          Service
Agreements. Buyer expressly acknowledges that the Property is subject to the service, maintenance, repair or other similar
contracts described on the list of the existing Service Agreements attached hereto as Exhibit E” and incorporated
herein by reference (the “Service Agreements”). Prior to the expiration of the Inspection Period, Buyer shall
notify Seller of any Service Agreements which Buyer wishes to retain and assume as of the Closing, in Buyer’s sole and absolute
discretion. Seller shall terminate all other Service Agreements at Seller’s sole cost and expense; provided, however, that
if any such Service Agreements does not permit Seller to terminate same as of the Closing Date, Buyer shall assume all obligations
thereunder until the effective date of the termination, but shall have no liability with regard to events occurring prior to the
Closing Date. If Buyer does not provide such notice to Seller, Buyer shall be deemed to have elected to assume all Service Agreements.


 




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(c)          Operation;
Management. Between the Effective Date and Closing Seller shall operate and manage the Property in good faith in the same
manner as operated and managed heretofore; provided that the Seller shall not, without the prior written consent of Buyer (which
consent shall not be unreasonably withheld or delayed), enter into any transaction with respect to or affecting the Property out
of the ordinary course of business, suffer the creation of any lien affecting the Property, enter into any new lease, equipment
lease, service, maintenance, repair or other contract affecting all or any portion of the Property which shall survive Closing
or amend or terminate any of the Leases or Service Agreements. In the event Seller wishes to obtain Buyer’s approval for
any of the foregoing, Seller shall notify Buyer in writing and include all relevant information/documentation. As soon as possible
thereafter, but no more than five (5) business days after receipt of Seller’s notice, Buyer shall then notify the Seller
in writing as to whether it approves or disapproves the Seller’s proposed action. If Buyer disapproves the Seller’s
proposed action, Buyer shall state its reason (s) for such disapproval in the notice back to the Seller.


 


(d)          Estoppel
Certificate. Seller agrees to obtain and deliver to Buyer prior to Closing, an estoppel certificate from each Tenant of
the Property in substantially the same form attached hereto as Exhibit “D” dated as of a date which is
not more than thirty (30) days prior to the Closing Date. If a Tenant fails or refuses to furnish such estoppel certificate in
accordance with the foregoing, the Buyer shall be entitled to terminate this Agreement by written notice to the Seller and to receive
a full refund of the Earnest Money unless the Seller places into escrow, on terms reasonably acceptable to Seller and Buyer, funds
sufficient to cover the payment of any claim(s) by the Tenants and the reasonably anticipated costs and expenses (including reasonable
attorneys’ fees) of the defense of the claim(s) and Seller executes an indemnification agreement, in a form and substance reasonably
acceptable to the Seller and Buyer, indemnifying the Buyer, its successors and assigns, against any such claim (including the reasonable
attorneys’ fees and costs and expenses of defending any such claim(s)) by that Tenant arising in connection therewith.


 


(e)          Non-Disturbance
Agreement. At Buyer’s written request and only if the Buyer’s lender (if any) requires the same, Seller agrees
to obtain and deliver to Buyer prior to Closing, a Non-Disturbance, Attornment and Subordination Agreement (in a form and content
reasonably required by Buyer’s lender on the Property) from each Tenant of the Property dated as of a date which is not more
than thirty (30) days prior to the Closing Date. If a Tenant fails or refuses to furnish such Non-Disturbance Agreement in accordance
with the foregoing, the Buyer shall be entitled to terminate this Agreement by written notice to the Seller and receive a full
refund of the Earnest Money deposit unless the Seller places into escrow, on terms reasonably acceptable to Seller and Buyer, funds
sufficient to cover the payment of any claim(s) by the Tenant and the reasonably anticipated costs and expenses (including reasonable
attorneys’ fees) of the defense of the claim(s) and Seller executes an indemnification agreement, in a form and substance reasonably
acceptable to the Seller and Buyer, indemnifying the Buyer, its successors and assigns, against any such claim (including the reasonable
attorneys’ fees and costs and expenses of defending any such claim) by the Tenant arising in connection therewith.


 




    12


     


    

 


10.         TAX
DEFERRED EXCHANGE. Each party has informed the other that it may desire to have this transaction constitute a
tax-free exchange of properties utilizing the provisions of Section 1031 of the Internal Revenue Code of 1986, as amended.
Each party agrees to cooperate with the other party in order to effectuate and facilitate such an exchange, provided that:
(a) the exchange does not delay Closing under this Agreement, (b) the non-exchanging party does not incur any additional
liability or expense (other than nominal legal fees for reviewing any exchange documentation) as a result of its cooperation,
and (c) the non-exchanging party is not required to enter into any contract to purchase any other property, or take title to
any property other than the Project. In particular, Seller agrees that Buyer may assign its rights under this Agreement prior
to Closing to a “Qualified Intermediary,” as that term is defined in applicable Treasury Regulations.


 


11.         CLOSING
AND DELIVERY OF POSSESSION. The closing of the transaction contemplated by this Agreement (hereinafter referred to as the
“Closing”) shall take place on or before thirty (30) days following the expiration of the Inspection Period (hereinafter
referred to as the “Closing Date”) through deliveries to Bell Carrington Price & Gregg (with no physical
attendance by Buyer or Seller required). Buyer shall provide the Seller with no less than three (3) days prior written notice of
the proposed location, date and time of Closing. Seller shall be permitted to sign remotely and deliver the original, executed
closing documents to Buyer’s closing attorney on or before the Closing Date.


 


Upon execution and
delivery of all of the closing documents including, but not limited to, the original executed deed in recordable form subject only
to the Permitted Exceptions (as hereinafter defined in Article 12), Buyer shall pay to Seller the balance of the Purchase Price
as set forth in this Agreement subject, however, to Buyer’s closing attorney updating title to the Property to confirm the
same as subject only to the Permitted Exceptions (as hereinafter defined in Article 12) and recording the Deed promptly, but no
later than one (1) business day following Closing. In addition to any other conditions precedent in favor of Buyer as may be expressly
set forth in this Agreement, Buyer’s obligations under this Agreement are subject to the timely fulfillment of Seller performing
and complying in all material respects with all of the terms of this Agreement to be performed and complied with by Seller prior
to or at Closing.


 




    13


     


    

 


12.         CLOSING
DOCUMENTS. At Closing, Seller shall convey to Buyer, by a special warranty deed, good and marketable title to the Property
as defined in Section 7(a), free and clear of all defects, claims, liens and encumbrances except the Permitted Exceptions as hereinafter
defined, in the form set forth on Exhibit “H”. For purposes hereof, “Permitted Exceptions”
shall mean (i) current city, county and state ad valorem taxes not yet due and payable; (ii) matters of zoning; (iii) any easements,
covenants or restrictions of record which apply to the Property as listed as specific exceptions in Buyer’s title commitment,
other than the Mandatory Cure Items, provided they are not objected to by Buyer during the Inspection Period. At Closing, Seller
shall also execute and deliver to Buyer the following:


 


(a)          A
no lien affidavit reasonably satisfactory to the title insurance company issuing the title insurance on the Property to the Buyer
and/or its lender, in order to delete from the title policy to be issued the standard printed exceptions relating to mechanics’
liens and parties in possession;


 


(b)          An
affidavit reflecting whether Seller is a foreign or non-foreign person in accordance with the provisions of the Internal Revenue
Code and Internal Revenue Service Regulations;


 


(c)          An
affidavit reflecting whether Seller is a resident of South Carolina for purposes of the South Carolina real estate sales withholding
laws;


 


(d)          Such
documents of Seller which authorize the sale of the Property to Buyer and the execution of all closing documents by Seller as are
reasonably required by the title insurance company issuing the title insurance policy on the Property to Buyer;


 


(e)          The
original Leases, Subleases, Ground Lease, Amendments or if the original is lost or stolen, a certified, true copy thereof;


 


(f)      
    Original estoppel certificates executed by the Tenants of the Property in accordance with the terms
of Paragraph 9(d) herein;


 


(g)          To
the extent required by Buyer’s lender, the original Non-Disturbance, Attornment and Subordination Agreements executed by
the Tenants in accordance with the terms of Paragraph 9(e) herein;


 


(h)          An
Assignment and Assumption of Leases, Security Deposits, Service Contracts and Intangible Rights in the form set forth on Exhibit
“I”;


 


(i)     
     [Intentionally deleted];


 


(j)          A
Bill of Sale of the personal property in the form set forth on Exhibit “J”;


 


(k)         An
Expense/Income Reproration Agreement as described herein;


 




    14


     


    

 


(l)    
      Closing Statement;


 


(m)         Bank
check for the amount of all tenant deposits required to be held by Seller; and


 


(n)          Such
other instruments as are necessary or reasonable to consummate the transaction contemplated by this Agreement, including such documents
as are necessary to cause the title insurer to issue the title policy on the Property to the Buyer and/or its lender for no less
than the Purchase Price and loan amount, as the case may be.


 


13.         EXPENSES. In addition to other provisions for the payment of the expenses contained in this Agreement, Seller shall pay for the transfer
taxes, deed fees (f/k/a deed stamps) on the special warranty deed, Seller’s attorney’s fees and the cost of delivering good and
marketable insurable fee simple title to the Property as defined in Section 7(a) to the Buyer in accordance with the terms of this
Agreement. Buyer shall pay for the cost of the title examination and title insurance, the cost for its boundary survey or plat,
the cost of recordation of the special warranty deed, Buyer’s attorney’s fees, loan fees and other fees and expenses incurred by
Buyer in connection with acquiring the Property.


 


14.         PRORATIONS. Ad valorem taxes, lease payments and all other items of income and expense in connection with the operation of the Property
shall be prorated between Seller and Buyer as 11:59 P.M. Eastern time on the day immediately prior to the of the Closing Date based
upon the best information available. Any expense proration based upon any estimate shall be subsequently readjusted (within thirty
(30) days of written demand of either party) upon receipt of the actual bill, pursuant to a Reproration Agreement in substantially
the same form attached hereto as Exhibit “F” to be executed by the Seller and Buyer at Closing. Any special
assessments or improvement liens which have been certified or which constitute a lien against the Property as of the Closing Date
shall be paid by Seller.


 


Seller hereby warrants
and represents to Buyer that the Property has not heretofore been designated and assessed for a special use for ad valorem tax
purposes, so that a change in the use of the land by Buyer would cause the Property to become subject to additional state and local
taxes for past years. This provision shall survive Closing.


 


15.         CONDEMNATION. In
the event any portion of the Property shall be taken in an eminent domain proceedings prior to the Closing, or in the event
the Seller receives, prior to Closing, written notice of a proposed eminent domain proceeding against the Property,
Seller shall promptly notify Buyer and Buyer, by notice to Seller within ten (10) days following Seller’s notice, may elect
to either terminate this Agreement or continue this Agreement in full force and effect. In the event the Buyer elects to
terminate this Agreement, the Earnest Money shall be immediately refunded to Buyer. In the event the Buyer elects to continue
this Agreement in full force and effect, the Seller shall at Closing assign to Buyer all of its rights in and to any such
condemnation awards or proceedings.


 




    15


     


    

 


16.         RISK
OF LOSS. The risk of any and all losses to the Property as a result of a casualty from and after the Effective Date hereof
but prior to Closing shall be on the Seller. In the event that a “substantial portion” of the Property is damaged by
a casualty prior to the Closing Date, Buyer may elect to terminate this Agreement in which event this Agreement shall thereafter
be null, void and of no further effect and the Earnest Money deposit shall be returned to Buyer; or if Buyer so elects, Buyer may
purchase the Property in its damaged condition and receive an assignment of Seller’s insurance proceeds on the Property. For purposes
hereof, a “substantial portion” of the Property shall constitute damage which costs more than One Hundred Thousand
and 00/100ths Dollars ($100,000.00) to repair.


 


17.         BROKER. The Seller and Buyer represent and warrant each to the other that neither the Seller nor the Buyer has dealt or consulted
with any real estate broker in connection with the transaction contemplated by this Agreement other than NAI Earle Furman, LLC
dba Furman Capital Advisors, LLC (“Seller Agent”), to whom the Seller shall pay a commission at Closing per
a separate agreement. Without limiting the effect of the foregoing, Seller hereby agrees to indemnify and hold Buyer harmless from
any claim or demand made by any real estate broker or agent claiming to have dealt or consulted with Seller contrary to the foregoing
representation of this Agreement, and the closing of the transaction contemplated hereunder. Similarly, Buyer hereby agrees to
indemnify and hold Seller harmless against any claims or demands made by any real estate broker or agent other than those previously
described herein claiming to have dealt or consulted with Buyer contrary to the foregoing representation of this Agreement and
the closing of the transaction contemplated hereunder.


 




    16


     


    

 


18.         DEFAULT,
CURE AND REMEDIES.


 


(a)          Default
by Seller. In the event Seller is in material breach of or fails or refuses to perform its material obligations under this
Agreement, then, after not less than ten (10) days prior written notice and opportunity to cure, in addition to Buyer’s rights
and remedies (and subject to the limitations under Article 8) with regard to Seller’s breach of any of its representations
and warranties hereunder, at Buyer’s option, as Buyer’s sole remedies hereunder either (a) the Earnest Money, to the
extent paid, shall be refunded to Buyer on demand, and Buyer shall be entitled to reimbursement by Seller of Buyer’s actual,
documented, out-of-pocket third-party expenses and costs, including reasonable attorneys’ fees, incurred by Buyer in connection
with its due diligence investigations not to exceed Fifty Thousand and 00/100 Dollars ($50,000.00), whereupon this Agreement shall
be terminated and neither party shall have any further rights or obligations with respect hereto except as specifically set forth
herein, or (b) Buyer shall have the right to seek specific performance of this Agreement and assert as an alternative remedy in
the complaint the remedy outlined in Clause (a), which right must be exercised by Buyer within thirty (30) days following delivery
of Buyer’s written default notice to Seller described above. Buyer shall make an election between remedy under Clause (a)
of Clause (b) by providing Seller with written notice of such election within thirty (30) days of a default by Seller. If Buyer
pursues its remedy under clause (a) above, Buyer shall provide to Seller a detailed breakdown of Buyer’s actual, out-of-pocket,
third-party expenses and costs along with supporting documentation and Buyer shall have no right to receive any other equitable
or legal relief. Notwithstanding the foregoing, Buyer shall be deemed to have waived its right to specific performance if Buyer
fails to file suit for specific performance against Seller on or before thirty (30) days following the scheduled Closing Date.
Buyer shall not be entitled to record a lis pendens against the Property other than in connection with any such timely filed
specific performance action. Notwithstanding the provisions of this Section 18(a), in the event specific performance is
unavailable because of an act of willful misconduct by Seller (for example, but not by way of limitation, because Seller has conveyed
or encumbered all or a part of the Property to a third party without notice) Buyer shall, in addition to the remedy under clause
(a) above, be entitled to recover its actual damages (but not exemplary or punitive damages) incurred as a result of Seller’s
default. The remedies set forth in this Section 18(a) shall be Buyer’s sole remedies arising from a default, breach
or failure to perform by Seller. Buyer hereby waives for itself and anyone who may claim by or through Buyer, any and all rights
to pursue any other remedial rights or sue or recover any amounts from Seller (including, without limitation, punitive, indirect
and consequential damages), except to the extent set forth in the foregoing clauses (a) or (b) and except as set forth in Article
8, and shall not commence or pursue any such remedy. No partner, manager of, member or, beneficial interest holder in or agent
of Seller, nor any advisor, trustee, manager, member, director, officer, employee, beneficiary, shareholder, participant, representative
or agent of any company, corporation or trust that is or becomes a member, trustee or manager of Seller (collectively “Seller
Parties”), shall have any personal liability, directly or indirectly, under or in connection with this Agreement or any
agreement made or entered into under or pursuant to the provisions of this Agreement, or any amendment or amendments to any of
the foregoing made at any time or times, heretofore or hereafter, or in or with respect to any document, agreement or instrument
delivered at Closing, except to the extent such parties are determined, pursuant to a final, non-appealable judgment, to have knowingly
and intentionally defrauded Buyer. Notwithstanding anything contained herein to the contrary, the terms of this Section 18(a) shall survive Closing and the delivery of the deed and termination of this Agreement.


 




    17


     


    

 


(b)          Default
by Buyer. In the event Buyer shall fail to perform or comply with any covenant, agreement or condition contained in this Agreement
for any reason other than Seller’s default and such default is not cured within ten (10) days of written demand by the Seller,
then Seller, as its sole remedy, may terminate this Agreement and receive the Earnest Money as agreed liquidated damages and in
full settlement of any claims which Seller may have against Buyer, except the exclusive remedy to retain the Earnest Money shall
not apply or limit Seller’s rights with respect to any indemnification obligation of Buyer herein or reimbursement for costs
and expenses, including reasonable attorney’s fees, in the enforcement of any such indemnification obligation. No notice
of default or time to cure shall be required in matters relating to Buyer’s obligation to pay funds by a specified date or to provide
notice to Seller in a timely manner.


 


(c)          Waiver.
Failure of the non-defaulting party to give notice of an uncured default shall not constitute waiver of such default unless so
stated in writing by the non-defaulting party.


 


(d)          Attorney’s
Fees and Costs. If any litigation or arbitration shall be instituted for the purpose of enforcing or interpreting any of the
provisions of this Agreement, the prevailing party, as determined by the Court having jurisdiction thereof, shall be entitled to
recover, in addition to all other relief, an amount equal to all costs and expenses incurred in connection therewith, including,
without limitation, reasonable legal expenses (including but not necessarily limited to reasonable fees for services of attorneys)
at the trial level and in connection with all appellate proceedings.


 


19.         TIME.
Time is of the essence with respect to each and every provision of this Agreement. However, any time period provided for
herein which shall end on a Saturday, Sunday or legal holiday, shall extend to 5:30 P.M. Eastern time of the next full business
day.


 


20.         NOTICES.
Whenever notice is required or permitted under the terms of this Agreement, it shall be in writing and (a) personally delivered
or (b) sent postage or delivery charges prepaid either (i) by United States mail, certified, return receipt requested, in which
case notice shall be deemed to occur on the certified date of delivery or rejection of delivery or (ii) by any recognized express
delivery service which provides evidence of delivery, in which case notice shall be deemed to occur on the date of delivery, or
(c) by facsimile transmission or email during normal business hours on a business day evidenced by written confirmation that the
transmission was received [provided that such telecopier/email notice is also promptly followed by one of the procedures set forth
in (i) or (ii), in which case notice shall be deemed to occur on the date of facsimile/email transmission].


 




    18


     


    

 


All notices or other
communications provided for herein shall be in writing and shall be delivered in accordance with the terms hereof to the parties
at the following addresses:


 


If to the Seller:


Appian Investments I, LLC


Attn: Matt Beavin


101 E. Washington Street


Suite 400


Greenville, SC 29601


Telephone: (864) 232-9040


Fax: (864) 235-4300


Email: mbeavin@naief.com


 


With a copy to:


Furman Capital Advisors, LLC


Attn: J. Peter Couchell, Robert M. Schmidt and Hunter
B. Garrett


101 E. Washington Street


Suite 400


Greenville, SC 29601


Telephone: (864) 235-6855


Fax: (864) 235-4300


Email: couchell@furmancap.com; rschmidt@furmancap.com;
hgarrett@naief.com


 


With a copy to Seller’s Counsel:


Keable & Brown


Attn: Kim Keable


109 Laurens Road, Building 2, Suite A


Greenville,
SC 29607


Telephone: (864) 250-4000


Fax: (864) 250-4004


Email: kim@keablelaw.com


 


If to Buyer:


Medalist Fund Manager, Inc.


Attn: William R. Elliott


11 S. 12th
Street, Suite 401


Richmond, VA 23219


Telephone: (804) 344-4434


Email: bill.elliott@medalistprop.com


 


With a copy to Buyer’s Counsel:


Kaplan Voelker Cunningham & Frank, PLC


1401 East
Cary Street


Richmond, VA 23219


Attention: D. Zachary Grabill


Facsimile: (804) 823-4099


Email: zgrabill@kv-legal.com


 




    19


     


    

 


Escrow Agent:


Bell Carrington Price & Gregg


Attn: Brian Price


408 East North Street


Greenville, SC 29607


Telephone: (864) 272-0556


Fax: (864) 752-1075


Email: bprice@bellcarrington.com


 


Legal counsel for a
party may provide or deliver a notice on behalf of such party. Any party wishing to change its address or the name of the person
to whom notices should be delivered from that set forth above may do so in accordance with the notice provisions set forth in this
Section.


 


21.         Intentionally
Deleted.


 


22.         MISCELLANEOUS
PROVISIONS.


 


(a)          Time
for Acceptance. If this Agreement is not executed by Seller and a fully executed original thereof returned to the Buyer
on or before July 29, 2019, the terms of this Agreement shall be null and void, at the Buyer’s option, upon written notice
to the Seller.


 


(b)          Counterparts.
Buyer and Seller agree that executed counterparts of this Agreement transmitted by facsimile, or scanned and e-mailed shall be
deemed to constitute an original for all purposes.


 


(c)          Choice
of Law/Arbitration. This Agreement is to be governed by, enforced and construed in accordance with the laws of the State
of South Carolina. The parties hereby waive any right to trial by jury and further agree that any controversy or claim relating
to or arising from this Agreement (an “Arbitrable Dispute”) will be settled by arbitration. Arbitration on any
Arbitrable Dispute will proceed in Greenville County, South Carolina, in accordance with the Commercial Arbitration Rules of the
Judicial Arbitration and Mediation Services (the “JAMS”) as such rules may be modified herein or as otherwise
agreed by the parties in controversy. Following thirty (30) days’ notice by any party of intention to invoke arbitration,
any Arbitrable Dispute not mutually resolved within such thirty (30) day period will be determined by a single arbitrator upon
which the parties agree, or, in the event of an absence of such agreement the single arbitrator will be appointed by JAMS.


 


(d)          Assignment.
The Agreement shall be fully assignable by Buyer without the express written consent of the other party; however, no assignment
shall relieve Buyer or Seller of their respective obligations pursuant to this Agreement. The words “Buyer”, “Seller”,
“parties” and “party” herein include their heirs, administrators, executors, legal representatives and successors.
The words and any pronouns relative thereto also include the masculine, feminine and neuter gender, and the singular and plural
number, whenever required to interpret the Agreement reasonably.


 




    20


     


    

 


(e)          Entire
Agreement. This Agreement contains the entire agreement between Seller and Buyer and cannot be varied or modified except
by written instrument signed by both parties hereto. The parties further agree that there are no other written or oral agreements,
understandings, representations, or warranties which have not been expressly set forth herein. This Agreement shall inure to the
benefit of and shall be binding upon the successors and assigns of the parties hereto except as otherwise stated herein.


 


(f)      
    Waiver. No waiver hereunder of any condition or breach shall be deemed to be a
continuing waiver or a waiver of a subsequent breach.


 


(g)          Headings.
Headings used hereunder are for convenience only and do not constitute a substantive part of this Agreement.


 


(h)          [Intentionally
deleted.]


 


(i)    
      Invalid Provisions. In the event any one or more provisions contained in
this Agreement shall be invalid, illegal or unenforceable, such invalidity, illegality or unenforceability shall not affect
the other provisions of this Agreement.


 


(j)      
    Interpretation Presumption. The parties represent and warrant to one another that each
has, by counsel or otherwise, actively participated in the finalization of this Agreement, and in the event of a dispute
concerning the interpretation of this Agreement, each party hereby waives the doctrine that an ambiguity should be
interpreted against the party which has drafted the document.


 


23.         SELLER’S DISCLOSURE. Some members of the selling entity are licensed real estate brokers and salespeople with NAI
Earle Furman, LLC.


 




    21


     


    

 


24.         RECORD
ACCESS AND RETENTION. At Buyer’s request, Seller shall, within five (5) business days, provide to Buyer (at Buyer’s
expense) copies of, or at Buyer’s option shall provide Buyer access to, such factual information as may be requested by Buyer
in its sole discretion, and in the possession or control of Seller, or its property manager or accountants, to enable Buyer’s
auditor to conduct an audit, in accordance with Rule 3-14 of Securities and Exchange Commission Regulation S-X, of the financial
statements of the Property for the year to date of the year in which Closing occurs plus the three (3) immediately preceding calendar
years (provided, however, that other than fees paid or payable to Seller, a Seller affiliate or a third party for on-site property
management, such audit shall not include an audit of asset management fees internally allocated by Seller (as opposed to paid to
a third party) or interest expenses attributable to the Seller). Buyer shall be responsible for all out-of-pocket costs associated
with any such audit and shall pay Seller an Administrative Fee of One Thousand and no\100 Dollars ($1,000.00) for Seller’s
assistance. Seller shall cooperate (at no cost to Seller) with Buyer and its auditor in Buyer’s preparation and review of
such information and the conduct of such audit. In addition, to the extent available Seller agrees to provide to Buyer or any affiliate
of Buyer, if requested, historical financial statements for the Property, including (without limitation) income and balance sheet
data for the Property, whether required before or after Closing. Without limiting the foregoing, (i) Buyer or its designated independent
or other auditor may audit Seller’s operating statements of the Property, at Buyer’s expense, and, to the extent available,
Seller shall provide such documentation as Buyer or its auditor may reasonably request in order to complete such audit, and (ii)
Seller shall, to the extent available, furnish to Buyer such financial and other information as may be requested by Buyer or any
affiliate of Buyer to make any required filings with the Securities and Exchange Commission or other governmental authority. Seller
shall maintain its records for use under this Section 24 for a period of not less than twelve (12) months after the Closing
Date. The provisions of this Section shall survive Closing.


 


[THIS SPACE IS INTENTIONALLY LEFT BLANK. SIGNATURE
PAGE FOLLOWS.]


 




    22


     


    

 


EXECUTED by the Seller this 29th
day of July, 2019.


 


	 	SELLER: Appian-Brookfield South TIC, LLC,
	 	a South Carolina limited liability company
	 	 	 	 	 
	 	By: 	Appian Investments I, LLC, Manager
	 	 	 	 	 
	 	 	By:	NAI Investment Management, LLC, Manager
	 	 	 	 	 
	 	 	 	By:	/s/ Matthew S. Beavin
	 	 	 	 	Matthew Beavin, Authorized Manager
	 	 	 	 	 
	 	SELLER: APPIAN-BROOKFIELD SOUTH 48, LLC,
	 	a South Carolina limited liability company
	 	 	 	 	 
	 	By: 	/s/ Anthony B. Quartararo
	 	 	Anthony B. Quartararo, Managing Member


 


EXECUTED by the Buyer this 29th
day of July, 2019.


 


	 	BUYER: Medalist Fund Manager, Inc.,

a Virginia corporation
	 	 
	 	By:	/s/ William R. Elliott
	 	Name: 	William R. Elliott    
	 	Title:	Co-President


 


ESCROW AGENT joins
the Agreement for the sole purpose of being bound by the provisions of Section 3.


 


	 	Bell Carrington Price & Gregg
	 	 
	 	By:	       
	 	 	 
	 	Its:	 


 




     


     


    

 


EXHIBIT “A”


 


(Legal Description of Property)


 


All those certain pieces, parcels or tracts
of land situate, lying and being in the County of Greenville, State of South Carolina, being shown and designated as Lot 1 and
Lot 2 containing 7.890 acres, more or less, on a plat entitled “Survey for Brookfield South Associates, LLC” dated June
21, 2006 and recorded in Plat Book 1014 at Page 70 in the Office of the Register of Deeds for Greenville County, SC and more recently
shown and designated as 7.879 acres, more or less, on plat entitled “Survey for Appian-Brookfield South 48, LLC” dated
August 31, 2016 and recorded October 19, 2016 in Plat Book 1252 at Page 95 in the Office of the Register of Deeds for Greenville
County, SC. Reference to said more recent plat is hereby made for a complete metes and bounds description.


 


This being the same property conveyed to
Appian-Brookfield South 48, LLC by deed of Brookfield South Associates, LLC by dated October 18, 2016 and recorded October 19,
2016 in Deed Book 2498 at Page 3729 in the Office of the Register of Deeds for Greenville County, SC and by quitclaim of Brookfield
South Associates, LLC by dated October 18, 2016 and recorded October 19, 2016 in Deed Book 2498 at Page 3735 in the Office of the
Register of Deeds for Greenville County, SC


 


TMS# 0546.01-01-003.20


 




     


     


    

 


EXHIBIT “B”


 


(List of Existing Leases)


 


		1.	Lease Agreement by and between Brookfield South Associates,
LLC (“Landlord”) and Summit Church (“Tenant”) dated June 12, 2009.



 


		2.	Lease Agreement by and between Appian-Brookfield South
48, LLC, a South Carolina limited liability company (“Landlord”) and Progressive Athletic Performance, LLC (“Tenant”)
dated May 12, 2019.



 


		3.	Lease Agreement by and between Appian-Brookfield South
48, LLC, a South Carolina limited liability company (“Landlord”) and RurouniFADI LLC, a South Carolina limited liability
company (“Tenant”) dated February 18, 2019.



 


		4.	Lease Agreement by and between Brookfield South Associates,
LLC (“Landlord”) and Schindler Elevator Corporation, a Delaware corporation (“Tenant”) dated July 24,
2015.



 


		5.	Lease Agreement by and between Brookfield South Associates,
LLC (“Landlord”) and S&ME, Inc. (“Tenant”) dated February 29, 2016.



 


		6.	Lease Agreement by and between Appian-Brookfield South
48, LLC, a South Carolina limited liability company (“Landlord”) and Gravitopia Carolina, LLC, a South Carolina limited
liability company (“Tenant”) dated October 29, 2018.



 




     


     


    

 


EXHIBIT “C”


 


(Lease Modifications)


 


		1.	Confirmation Of Lease Term Agreement by and between Brookfield
South Associates, LLC (“Landlord”) and Summit Church (“Tenant”) dated October 1, 2009 and Lease Extension/Modification
Agreement by and between Appian-Brookfield South 48, LLC (“Landlord”) and Summit Church (“Tenant”) dated
March 19, 2019.



 


		2.	Confirmation Of Lease Term Agreement by and between Brookfield
South Associates, LLC (“Landlord”) and S&ME, Inc. (“Tenant”) dated July 27, 2016 and First Amendment
To Lease by and between Brookfield South Associates, LLC, a South Carolina limited liability company (“Landlord”)
and S&ME, Inc. (“Tenant”) dated September 21, 2016.



 




    Seller _____ Buyer _____
 


     


    

 


EXHIBIT “D” 


 


ESTOPPEL CERTIFICATE


 


The undersigned,
________________________ (“Lessee”), hereby certifies that it is Lessee of certain property identified as
________________________ (the “Demised Premises”) by virtue of that certain written lease agreement dated
____________, (the “Lease”) between _______________ (the “Lessor”) and Lessee, a true and complete
copy of which Lease is attached hereto and incorporated herein as Exhibit 1. Lessee further certifies as
follows:


 


1.          The
Lease is unmodified, except as may be set forth on Exhibit 2 (modifications, if any) attached hereto and incorporated
herein, and the Lease and modifications remain in full force and effect.


 


2.          The
amount of current base rent payable by Lessee to Lessor under the Lease is _____________________________ ($____________) per
annum payable in advance on the first day of each calendar month in equal monthly installments of ________________________
($____________).


 


The estimated amount
of current common area maintenance charges (CAM), taxes and insurance payable by Lessee to Lessor under the Lease is $ ____________
per annum payable in advance on the first (1st) day of each calendar month in equal monthly
installments of $____________.


 


3.          Monthly
base rent, CAM, taxes and insurance has been paid under the Lease through _________________, 201__ through the regular monthly
payment of ____________.


 


 


4.          A
security deposit of _____________________ ($____________) has been paid to Lessor.


 


5.          The
commencement date of the term of the Lease was ____________ and the expiration date of the term of the Lease is____________. Lessee
has no rights or options to extend or renew the Lease except as follows: Lessee shall have the right to renew the Lease for ____
(__) additional periods of ____ (__) year provided Lessee is not in default under the terms of this Lease and Lessee will give
Lessor not less than ____________ (___) days advance notice in writing of its intention to exercise this option. Lessee
has no right of first refusal or option pursuant to the Lease or otherwise to purchase all or any part of the Demised Premises,
except ________________


 


6.          There
is no present default under the Lease on the part of Lessor, and no event has occurred or situation exists that would, with the
passage of time or with notice, constitute a default under the Lease.


 




    Seller _____ Buyer _____
 


     


    

 


7.          Lessee
has no right to credits or setoff against rents and no defense or counterclaim against enforcement of its obligations under the
Lease. All contributions required by the Lease to be paid by Lessor to date for repairs or improvements to the Demised Premises
have been paid in full. All improvements or work required under the Lease to be made by Lessor to date, if any, have been completed
to the satisfaction of the Lessee, except: _______________. Charges for all labor and materials used or furnished in connection
with improvements and/or alterations made for the account of the Lessee have been paid in full, except: _______________.


 


8.          Lessee
has no other notice of any sale, transfer or assignment of the Lease or of the rentals payable thereunder.


 


9.          Lessee
remains in sole occupancy of the Demised Premises under the Lease.


 


10.        Lessee
has accepted the Demised Premises, including all improvements and appurtenances required under the Lease.


 


11.        Lessee
is validly existing and in good standing under all applicable laws, is free of any pending or threatened bankruptcy or insolvency
filings and from any litigation or contractual restrictions which would prohibit or materially impair the conduct of its business
at the Demised Premises, and holds all permits, licenses and governmental approvals necessary to conduct its business at the Demised
Premises. As of this date there are no actions, whether voluntary or otherwise, pending against the Lessee or any guarantor of
the Lease nor subject to any filing under the bankruptcy or insolvency laws of the United States or any state thereof.


 


12.        This
Certificate is made and delivered for the benefit of Buyer in connection with a purchase by ___________________ (“Buyer”)
of the Demised Premises which he intends for Lessee to continue to occupy during the term of the Lease. Buyer is and shall be entitled
to rely on the facts, warranties and representations set forth in this Certificate as a material condition to the making of the
purchase.


 


Executed this ______ day of ____________, 201__.


 


	WITNESSES:	 	LESSEE:
	 	 	 	 
	 	 	By:	 	      
	 	 	 	 	 
	 	 	Print Name: 	         
	 	 	 	 	 
	 	 	Its:	 	   


 




    Seller _____ Buyer _____
 


     


    

 


EXHIBIT “E”


 


(List of Existing Service Agreements)


 


		1.	Waste Connections (Dumpsters)



 


		2.	Hagins Landscape Nursery (Landscaping)



 


		3.	Granite Telecommunications (Fire Line Monitoring)



 


		4.	Laurens Electric (Utility)



 


		5.	Greenville Water (Utility)



 


		6.	Piedmont Natural Gas (Utility)



 




    Seller _____ Buyer _____
 


     


    

 


EXHIBIT “F”


 


PRORATION AGREEMENT


 


THIS PRORATION AGREEMENT
(this “Agreement”) is made this ___ day of _____________, 20___, by and between ____________, a _____________________
(the “Seller”) and _______________, a ____________________________ (the “Buyer”) (Buyer and Seller are
collectively referred to herein as the “Parties”).


 


WITNESSETH:


 


WHEREAS, effective
the date of this Agreement, Seller conveyed to Buyer the real property described on the attached Exhibit A (the “Property”);
and


 


WHEREAS, the
tenants (the “Tenants”) under the existing leases (the “Leases”) in effect with respect to the Property
as of the Closing Date, as identified on Exhibit B attached hereto and incorporated herein by reference, may pay certain amounts
monthly or annually toward the taxes, insurance and common area maintenance expenses for the Property (the “Operating Expenses”),
and the Parties desire to provide for the proration of the Operating Expenses for the Property for 20____ (the “Closing Year”)
and to provide assurances that the Closing Year Operating Expenses will be reconciled by Buyer and Seller for the Tenants and appropriate
adjustments will be made between the Buyer and Seller and said tenants.


 


NOW, THEREFORE,
for and in consideration of the mutual terms and conditions contained herein and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:


 


1.          On
or before December 15 of the Closing Year, Seller, or any designee of Seller, shall provide to Buyer, or any designee of Buyer,
a list of all Operating Expenses paid by Seller for the period during which Seller owned the Property during the Closing Year and
a list of all payments received by Seller from the Tenants toward the Closing Year Operating Expenses. The Parties acknowledge
that Buyer has received credits at the Closing of the sale of the Property (the “Closing”) in the amounts as identified
on Exhibit B. Prior to the Closing, Seller paid all Closing Year Operating Expenses which became due and payable prior to the Closing.
Thus, Seller shall retain all amounts which have been previously received by Seller for the Closing Year Operating Expenses through
the Closing and subject to the Operating Expenses credit described above and shown on the settlement statement at Closing. After
the Closing, Buyer shall pay all Operating Expenses which become due and payable and shall collect all Operating Expense payments
from Tenants thereafter. Buyer, or any designee of Buyer, will reconcile Operating Expenses and provide to Seller and Buyer simultaneously
drafts of the reconciliations that are proposed to be sent to the Tenants and will also notify Seller and Buyer of any amounts
owed by Seller to Buyer or owed by Buyer to Seller and supporting documents and calculations evidencing same, all by March 15 of
the year immediately following the Closing Year, and such payment will be made in good funds no later than fifteen (15) days after
Buyer and Seller receive these documents.


 




    Seller _____ Buyer _____
 


     


    

 


2.          Buyer
agrees to pay all ad valorem taxes owed on the Property by December 31 of the Closing Year.


 


3.          Buyer
agrees to assume all of Seller’s obligations to provide common area maintenance as required under the Leases. Seller shall
have no further obligations of any kind related to the Property and immediately after the Closing, Buyer shall take all action
necessary to have any ongoing services transferred into Buyer’s name and to initiate any new services which were previously
provided by Seller under contracts which were terminated as of the Closing.


 


[SIGNATURE PAGE FOLLOWS.]


 




    Seller _____ Buyer _____
 


     


    

 


IN WITNESS WHEREOF,
Seller and Buyer have caused this instrument to be executed by their duly authorized corporate officers, all as of the day and
year first above written.


 


EXECUTED by the Seller this ___ day of _______________,
20___.


 


	Witness as to Seller:	 	SELLER:
	 	 	 
	 	 	 
	 	 	 
	 	 	By:	 	 
	 	 	 	 	 
	 	 	Print Name: 	 
	 	 	 	 	 
	 	 	Its:	 	 


 


EXECUTED by the Buyer this ___ day of _______________,
20___.


  


	Witness as to Buyer:	 	BUYER:
	 	 	 
	 	 	 
	 	 	 
	 	 	By:	 	      
	 	 	 	 	 
	 	 	Print Name: 	        
	 	 	 	 	 
	 	 	Its:	 	 





 




     


     


    

 


EXHIBIT “G”


 


DUE DILIGENCE ITEMS


 


		1.	All tenant leases, amendments and guarantees and documentation
affecting the lease



		2.	Certified current rent roll



		3.	Environmental reports



		4.	Financial reports on a cash basis, including general
ledger, tax returns, profit and loss statements, cash flow statements, balance sheets, bank records, for the Property for the
previous three (3) years and current fiscal year to date



		5.	2018 CAM reconciliation letters and supporting documents
sent to each tenant;



		6.	YTD tenant ledgers



		7.	List of tenant arrears, if any



		8.	A list of any additional tenant-related
financial obligations of Seller/Owner as to the Property, if any



		9.	A list of service contracts for the Property



		10.	A list of utilities accounts paid by owner as to the
Property



		11.	Existing Title Policy



		12.	Most recent Property surveys



		13.	Copies of Property tax statements



		14.	Copies of current tenant insurance certificates or other
evidence of coverage pertaining to the Property



		15.	Fire sprinkler reports including monitoring information,
if any



		16.	Notice of any current or pending litigation, citations
or violations, if any



		17.	Copy of insurance loss runs last 5-years,
if any



		18.	Construction documents and geotechnical reports, if any



		19.	Existing warranties.



		20.	Certificates of Occupancy, if any.



		21.	Occupancy report for the trailing three (3) years.



		22.	Such additional documentation as may be reasonably required
by Buyer’s lender.



 




     


     


    

 


EXHIBIT “H”


 


FORM OF DEED


 


Prepared by and return to:


 


	 	 
	 	 
	 	 
	 	 


 


	STATE OF SOUTH CAROLINA	)	TITLE TO REAL ESTATE	 
	 	)	(Special Warranty Deed)	 
	COUNTY OF GREENVILLE	)	 	 


 


KNOW ALL MEN BY
THESE PRESENTS, that______________, (“Grantor”), for and in consideration of the sum of Ten and 00/100 ($10.00) Dollars,
and other good and valuable consideration, to Grantor in hand paid at or before the sealing of these presents by _____________,
a ____________, whose mailing address is c/o Somerset Apartment Management, LLC, 6525 Morrison Blvd., Suite 400, Charlotte, NC
28211 (“Grantee”), the receipt of which is hereby acknowledged, has granted, bargained, sold and released, and by these
presents does grant, bargain, sell and release, unto the Grantee, and its heirs, successors and assigns forever, the following
described property, to-wit (the “Premises”):


 


See Exhibit A attached
hereto and incorporated herein by reference.


 


TOGETHER WITH,
all and singular, the rights, members, hereditaments and appurtenances to the said Premises belonging or in anywise incident or
appertaining, and SUBJECT TO (a) all ad valorem taxes due and not yet payable, and (b) the permitted exceptions more particularly
described in Exhibit B attached hereto and incorporated herein by reference (collectively, the “Permitted Exceptions”),
which shall run with title to the Premises and be binding upon Grantee, its heirs, successors and assigns.


 


TO HAVE AND TO HOLD,
all and singular, the Premises unto the Grantee, and its heirs, successors and assigns, forever.


 


AND subject to the
Permitted Exceptions, Grantor does hereby bind Grantor, Grantor’s heirs, successors and assigns, to warrant and forever defend,
all and singular, the Premises unto Grantee, its successors and assigns, against Grantor and Grantor’s heirs, successors
and assigns, so that neither Grantor nor those claiming under Grantor shall hereafter have any interest in or claim the same, or
any part thereof.


 


[Remainder of Page Left Blank Intentionally]


 




     


     


    

 


IN WITNESS WHEREOF,
Grantor has executed this instrument as of the ____ day of _____________, 2019.


 


	SIGNED, SEALED AND DELIVERED IN THE PRESENCE OF:	 	GRANTOR:
	 	 	 
	 	 	[_______________________]
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	[NOTARY BLOCK]	 	 


 




     


     


    

 


EXHIBIT “A”


to Special Warranty Deed


between __________ Grantors


and ____________, Grantee


 


LEGAL DESCRIPTION


 




     


     


    

 


EXHIBIT “B”


to Special Warranty Deed


between


_______________, Grantor and


____________, Grantee


 


PERMITTED EXCEPTIONS


 




     


     


    

 


EXHIBIT “I”


 


ASSIGNMENT AND ASSUMPTION
OF LEASES, SECURITY DEPOSITS,


SERVICE CONTRACTS AND
INTANGIBLE RIGHTS


 


This Assignment and
Assumption of Leases, Security Deposits, Service Contracts and Intangible Rights made this ______ day of ____________, 2019, by
and between __________________, a _________, hereinafter referred to as “Seller,” and _______________________, a Delaware limited liability
company, hereinafter referred to as “Buyer.”


 


WITNESSETH:


 


WHEREAS, Seller and
Buyer entered into that certain Contract of Purchase and Sale dated ____________ ____, 2019, for the sale of certain real property
located at 48 Brookfield Oaks Drive, Greenville, South Carolina 29607 (the “Contract”), which Contract provides
for the sale, transfer and assignment by Seller to Buyer, and Buyer’s assumption of, certain leases, security deposits, service
contracts and other intangible rights.


 


NOW, THEREFORE, in
consideration of the foregoing premises, the consideration set forth in the above referenced Contract and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged:


 


1.          Seller
does hereby grant, sell, assign, transfer and convey unto Buyer all of Seller’s right, title and interest in and to all of
those tenant leases listed and set forth in Schedule 1 hereto and incorporated herein by this reference (the “Leases”).
Seller does hereby grant, sell, assign, transfer and convey unto Buyer, its successors and assigns, all of Seller’s right,
title and interest in and to the security deposits held by Seller on account of tenants under the Leases with respect to which
Buyer received a credit at Closing and which are listed and set forth in Schedule 1 hereto and incorporated herein by this
reference (the “Security Deposits”). The parties acknowledge that the physical transfer of the Security Deposits
was accomplished by a credit against the purchase price under the Contract. Buyer accepts the assignment of all of the Leases,
and Buyer does hereby assume and undertake to abide by the same according to their respective terms and conditions but only as
to obligations arising thereunder from and after the date hereof and further assumes all liability of Seller for the proper refund
or return of the Security Deposits as required by the Leases.


 


2.          Seller
does hereby grant, sell, assign, transfer and convey unto Buyer all of Seller’s right, title and interest in and to the service
contracts and other agreements described or listed on Schedule 2 attached hereto and made a part hereof (the “Assumed
Contracts”).


 




     


     


    

 


3.          Buyer
accepts the assignment of the Assumed Contracts and Buyer does hereby assume and undertake to abide by the same according to their
respective terms and conditions but only as to obligations arising thereunder from and after the date hereof and further assumes
all liability of Seller and does hereby agree to indemnify and hold Seller harmless from any claims and for all loss, injury or
damage sustained or claimed to have been sustained, including reasonable attorneys’ fees and court costs, by Seller by reason
of the failure of Buyer to fulfill, perform, discharge, and observe its obligations under the Leases and the Assumed Contracts,
accruing on or after the date hereof which are not a result of prior acts or inactions of Seller. Seller does hereby agree to indemnify
and hold Buyer harmless from any claims and for all loss, injury or damage sustained or claimed to have been sustained, including
reasonable attorneys’ fees and court costs, by Buyer by reason of the failure of Seller to fulfill, perform, discharge, and
observe its obligations under the Leases and the Assumed Contracts, accruing before the date hereof.


 


4.          Any
and all rights to advertising copy and promotional materials used by Seller in connection with the Property, intangible property
that is used by Seller in connection with the operation of the Property, including but not limited to any logos or trademarks,
guaranties, warranties, architectural and engineering plans and specifications, permits, approvals, licenses and development rights
that exist as of the date hereof, if any (the “Intangible Personal Property”).


 


TO HAVE AND TO HOLD the same unto Buyer,
its successors and assigns, from and after the date hereof.


 


5.          Seller
represents, warrants and covenants to and with Buyer that:


 


(a)          Seller
has the right to assign all of the Leases, Security Deposits, Assumed Contracts and Intangible Personal Property to Assignee as
contemplated herein;


 


(b)          Schedule
1 and Schedule 2 are true, correct and complete in all material respects, to the best of Seller’s knowledge.


 


6.          Said
property is conveyed “AS IS” without warranty or representation, except as expressly provided herein and in (and subject
to the limitations of) the Contract.


 


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blank]


 


[signatures continue on next page]


 




     


     


    

 


IN WITNESS WHEREOF,
Seller and Buyer have executed this instrument on the day and date first above written.


 


	 	SELLER:
	 	 
	 	[______________]
	 	 
	 	By:	 
	 	Name: 	           
	 	Title:	 


 




     


     


    

 


	 	BUYER:
	 	 
	 	By:	 
	 	Name: 	 
	 	Title:	 


 




     


     


    

 


SCHEDULE 1


TO


ASSIGNMENT AND ASSUMPTION OF LEASES, SECURITY
DEPOSITS,


SERVICE CONTRACTS AND INTANGIBLE RIGHTS


 


RENT ROLL


 


[To Be Attached]


 




     


     


    

 


SCHEDULE 2


TO


ASSIGNMENT AND ASSUMPTION OF LEASES, SECURITY
DEPOSITS,


SERVICE CONTRACTS AND INTANGIBLE RIGHTS


 


ASSUMED CONTRACTS


 


[To Be Attached]


 




     


     


    

 


EXHIBIT “J”


 


BILL OF SALE


 


KNOW ALL MEN BY THESE
PRESENTS, that ________________ (“Seller”), in consideration of Ten and 00/100 Dollars ($10.00), the receipt
and sufficiency of which is hereby acknowledged, does hereby sell, assign, transfer, convey and set over unto ________________,
a Delaware limited liability company (“Buyer”), all personal property situated on the Land (as defined in the
Contract of Sale and Purchase dated __________ ____, 2019, as may be amended, between Seller and Buyer (the “Contract”))
excluding any portion thereof owned by the tenants of the Property (as defined in the Contract, including, without limitation,
the personal property set forth on Exhibit A attached hereto and made a part hereof by this reference (the “Personal
Property”).


 


TO HAVE AND TO HOLD
the Personal Property unto Buyer and Buyer’s heirs, legal representatives, successors and assigns forever.


 


Seller hereby represents,
covenants and warrants to Buyer that the Personal Property is free from all encumbrances created by Seller and that Seller has
the right to sell the Personal Property as aforesaid.


 


EXCEPT AS OTHERWISE
PROVIDED IN THE PURCHASE AGREEMENT, ALL WARRANTIES OF QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE AND MERCHANTABILITY ARE EXPRESSLY
EXCLUDED. THE PERSONAL PROPERTY SOLD HEREUNDER IS SOLD IN “AS IS” CONDITION WITHOUT ANY REPRESENTATION OR WARRANTY
BY SELLER.


 


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blank]


 


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IN WITNESS WHEREOF,
Seller has signed this Bill of Sale this ______ day of _____________, 2019.


 


	 	SELLER:
	 	 
	 	[______________]
	 	 
	 	By:	 
	 	Name: 	                      
	 	Title:	 


 




     


     


    

 


EXHIBIT A


TO


BILL OF SALE


 


INVENTORY LIST


 


[To Be Attached]