Exhibit 10.6


PURCHASE AND SALE AGREEMENT


AND ESCROW INSTRUCTIONS






BY AND BETWEEN


SELLER:


Tower Jackson, LLC

a Delaware limited liability company


BUYER:


Plymouth Real Estate Investors, Inc.,

a Massachusetts corporation


Dated as of: May 1, 2014




    	 



    	 



    

PURCHASE
AND SALE AGREEMENT and escrow instructions


Buyer and Seller
hereby enter into this Purchase and Sale Agreement and Escrow Instructions (this “Agreement”) as of the Effective
Date. In consideration of the mutual covenants set forth herein, Seller agrees to sell, convey, assign and transfer the Property
to Buyer, and Buyer agrees to buy the Property from Seller, on the terms and conditions set forth in this Agreement.


1.      DEFINED
TERMS. The terms listed below shall have the following meanings throughout this Agreement:


	Approvals:	All permits, licenses, franchises, certifications, authorizations, approvals and permits issued by any governmental or quasi-governmental authorities for the ownership, operation, use and occupancy of the Property or any part thereof, excluding applications for development approvals that have been denied.
	Business Day:	Any day that is not a Saturday or Sunday or a legal holiday in the state in which the Real Property is located.
	Broker:	Stan Johnson Company
	Buyer:	Plymouth Real Estate Investors, Inc., a Massachusetts corporation
	Buyer’s Address:	Plymouth Real Estate Investors, Inc.
	 	Two Liberty Square, 10th Floor
	 	Boston, MA 02109
	 	Attn:           Pendleton White, Jr.
	 	Telephone:  (617) 340-3861
	 	Email:         pen.white@plymouthrei.com
	 	 
	 	With a copies to:
	 	 
	 	Brown Rudnick LLP
	 	One Financial Center
	 	Boston, MA 02111
	 	Attn:  Kevin P. Joyce, Esq.
	 	         Jeffrey L. Vigliotti, Esq.
	 	Telephone:  (617) 856-8342 (KPJ)
	 	                   (617) 856-8494 (JLV)
	 	Email:  KJoyce@brownrudnick.com
	 	           jvigliotti@brownrudnick.com
	 	 
	Closing:	The consummation of the sale and purchase of the Property, as described in Section 8 below.




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	Closing Date:	The date which is the earlier to occur of (a) ten (10) Business Days following the initial public offering made by Buyer (or its assignee or designated affiliate), and (b) August 1, 2014 (the “Scheduled Closing Date”), subject, however, to extension pursuant to Section 8(d).
	Contingency Period:	The period commencing on the Effective Date and expiring at 5:00 p.m. (Eastern Standard Time) on the date which is thirty (30)  days (the “Scheduled Contingency Expiration Date”) thereafter, subject, however, to extension pursuant to Section 4.
	Deposit:	Fifty Thousand and 00/100 Dollars ($50,000.00) (the “Initial Deposit”) together with any increase to the same if Buyer deposits the additional sum of One Hundred Thousand Dollars and 00/100 ($100,000.00) (“Extension Deposit”) with Escrow Holder pursuant to and subject to the terms of Section 2 and Section 4.
	Domain Rights:	All rights, control and ownership of the Websites, and all intellectual property rights and interests relating thereto or arising therefrom.
	Effective Date:	May 1, 2014
	Escrow Holder:	First American Title Insurance Company
	Escrow Holder’s Address:	414 Union Street, Suite 1205
	 	Nashville, Tennessee 37219
	 	Attention: Jodean King
	 	Telephone: 615-256-6601
	 	Email: jodking@firstam.com
	 	 
	Exhibits:	Exhibit A – Legal Description of the Land
	 	Exhibit B – Documents
	 	Exhibit C – Tenant Estoppel
	 	Exhibit D – Deed
	 	Exhibit E – Bill of Sale
	 	Exhibit F – Assignment of Leases
	 	Exhibit G – Assignment of Contracts
	 	Exhibit H – FIRPTA Affidavit
	 	Exhibit I – Audit Letter
	 	Exhibit J – Seller's Closing Certificate
	 	Exhibit K – Existing Contracts
	 	Exhibit L – Perseus Distribution, Inc. Lease Information
	 	Exhibit M – Disclosures
	 	Exhibit N – Form of Parent Guaranty
	 	 




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	Existing Contracts:	All written brokerage (other than the brokerage agreement regarding the sale of the Property to Buyer), service, maintenance, operating, repair, supply, purchase, consulting, professional service, advertising and other contracts to which Seller, or its agents, representatives, employees or predecessors-in-interest is a party, relating to the operation or management of the Property (but excluding insurance contracts and any recorded documents evidencing the Permitted Exceptions).
	Guarantor:	Tower Investments, LLC, a Delaware limited liability company
	Improvements:	All buildings and other improvements owned by Seller located on or affixed to the Land, including, without limitation, the existing building containing approximately 638,400 rentable square feet (the “Building”) and the existing parking lots, tennis court and basketball court together with all mechanical systems (including without limitation, all heating, air conditioning and ventilating systems and overhead doors), electrical equipment, facilities, equipment, conduits, motors, appliances, boiler pressure systems and equipment, air compressors, air lines, gas-fixed unit heaters, baseboard heating systems, water heaters and water coolers, plumbing fixtures, lighting systems (including all fluorescent and mercury vapor fixtures), transformers, switches, furnaces, bus ducts, controls, risers, facilities, installations and sprinkling systems to provide fire protection, security, heat, air conditioning, ventilation, exhaust, electrical power, light, telephone, storm drainage, gas, plumbing, refrigeration, sewer and water thereto, all internet exchange facilities, telecommunications networks and facilities base IP, conduits, fiber optic cables, all cable television fixtures and antenna, elevators, escalators, incinerators, disposals, rest room fixtures and other fixtures, equipment, motors and machinery located in or upon the Building, and other improvements now or hereafter on the Land.
	Intangible Property:	All intangible property now or on the Closing Date owned by Seller in connection with the Real Property or the Personal Property including without limitation all of Seller’s right, title and interest in and to all environmental reports, soil reports, utility arrangements (except as expressly set forth herein), warranties, guarantees, indemnities, claims, licenses, applications, permits, governmental approvals, plans, drawings, specifications, surveys, maps, engineering reports and other technical descriptions, books and records, licenses, authorizations, applications, permits and all other Approvals, Domain Rights, Websites, insurance proceeds and condemnation awards, Seller’s right, title and interest in all Approved Contracts relating to the Real Property or the Personal Property, or any part thereof (but not Seller’s obligations under any Rejected Contracts (as hereinafter defined)), and all other intangible rights used in connection with or relating to the Real Property or the Personal Property or any part thereof.




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	Land:	That certain approximately 47.5 acres of land, located in the City of Jackson, Madison County, Tennessee, more particularly described in Exhibit A hereto, together with all rights and interests appurtenant thereto, including, without limitation, any water and mineral rights, development rights, air rights, easements and all rights of Seller in and to any strips and gores, alleys, passages or other rights-of-way. 
	Leases:	The leases and/or licenses of space in the Property in effect on the date hereof as listed on Exhibit L, together with leases of space in the Property entered into after the date hereof in accordance with the terms of this Agreement, together with all amendments and guaranties thereof.
	Permitted Exceptions:	All of the following:  applicable zoning and building ordinances and land use regulations for which there is no violation, the lien of taxes and assessments not yet delinquent, any exclusions from coverage set forth in the jacket of any Owner's Policy of Title Insurance, any exceptions caused by Buyer, its agents, representatives or employees, the rights of the tenants, as tenants only, under the Leases, public utility easements of record without encroachment by any of the Improvements, and any matters deemed to constitute Permitted Exceptions under Section 5(d) hereof.
	Personal Property:	Any and all personal property owned by Seller (if any) and located on the Real Property.
	Property:	The Real Property, the Personal Property, the Approved Contracts (as defined in Section 4), the Leases and the Intangible Property.
	Purchase Price:	Twelve Million Seven Hundred Thousand and 00/100 Dollars ($12,700,000.00)
	Real Property:	The Land and the Improvements.
	Seller:	Tower Jackson, LLC, a Delaware limited liability company
	Seller’s Address:	250 West Main St. Suite 101
	 	Woodland, CA 95695
	 	Attn: David Marks
	 	Telephone:  (530) 668-1000
	 	Email: davidmarks@towerinv.com
	 	 




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	 	With a copy to:
	 	 
	 	Nelson Mullins Riley & Scarborough, LLP
	 	150 Fourth Avenue, North, Suite 1100
	 	Nashville, Tennessee 37219
	 	Attn: Chris Lalonde
	 	Telephone:  (615) 664-5306
	 	Facsimile:  (615) 664-5347
	 	 
	Tenant Inducement Costs:	All third-party payments, costs and expenses required to be paid or provided by Seller, as landlord, pursuant to a Lease which is in the nature of a tenant inducement, including tenant improvement costs, tenant allowances, building lease buyout costs, landlord's work costs, brokerage commissions, reimbursement of tenant moving expenses and other out-of-pocket costs.
	Title Company:	First American Title Insurance Company
	 	414 Union Street, Suite 1205
	 	Nashville, Tennessee 37219
	 	Attention: Jodean King
	 	Telephone: 615-256-6601
	 	Email: jodking@firstam.com
	 	 
	Websites:	All domain names, web addresses and websites in which Seller has an interest relating to the Property or any portion thereof, including, but not limited to, any other name given to the Property.


2.      DEPOSIT
AND PAYMENT OF PURCHASE PRICE; INDEPENDENT CONSIDERATION. Unless this Agreement terminates prior to the expiration
of the Contingency Period, within five (5) Business Days after the expiration of the Contingency Period, Buyer shall deposit the
Initial Deposit with Escrow Holder, at Escrow Holder’s office, by check or by wire transfer, funds in the amount of the Initial
Deposit as a deposit on account of the Purchase Price. Immediately upon Escrow Holder’s receipt of the Initial Deposit (and,
if applicable, the Extension Deposit), Escrow Holder shall place the same in an single interest-bearing account reasonably acceptable
to Buyer, the interest to accrue to Buyer, except if the Deposit is payable to Seller under Section 11(a) below (any subsequent
references herein to the Deposit shall be deemed to include any interest accrued thereon). The Deposit (as and when paid to Escrow
Holder) shall be held by Escrow Holder in accordance with this Agreement, and, if applicable, in accordance with Escrow Holder's
standard form of escrow agreement which Buyer and Seller agree to execute in addition to this Agreement. Unless and until the Extension
Deposit has been made by Buyer, references in this Agreement to “Deposit” shall mean the Initial Deposit and any interest
which accrues thereon.


If the transactions
contemplated hereby close as provided herein, the Deposit shall be paid to Seller and shall be credited toward the Purchase Price
and Buyer shall pay through escrow to Seller the balance of the Purchase Price net of all prorations and other adjustments provided
for in this Agreement. If this Agreement is terminated pursuant to the terms hereof or if the transactions do not close, the Deposit
shall be returned to Buyer or delivered to Seller as otherwise specified in this Agreement.




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Notwithstanding
anything in this Agreement to the contrary, One Hundred and No/100 Dollars ($100.00) of the Deposit is delivered to the Escrow
Holder for delivery by the Escrow Holder to Seller as “Independent Contract Consideration”, and the Deposit
is reduced by the amount of the Independent Contract Consideration so delivered to Seller, which amount has been bargained for
and agreed to as consideration for Seller’s execution and delivery of this Agreement. At Closing, the Independent Contract
Consideration shall not be applied to the Purchase Price.


3.      DELIVERY
OF MATERIALS FOR REVIEW. On or before the date which is five (5) days after the Effective Date, Seller shall deliver
to Buyer at Buyer’s address set forth in Section 1 above, the materials listed on Exhibit B (collectively,
the “Documents”) for Buyer's review, to the extent the same are in Seller's possession. In the alternative,
at Seller’s option and within the foregoing five (5) day period, Seller may make the Documents available to Buyer on a secure
web site, and in such event, Buyer agrees that any item to be delivered by Seller under this Agreement shall be deemed delivered
to the extent available to Buyer on such secured web site. Without limitation on the foregoing, Seller shall make any other documents,
files and information reasonably requested by Buyer concerning the Property and which are in Seller’s possession or control
available for Buyer’s inspection at Seller’s general offices or such other location as shall be mutually convenient
to the parties.


4.      CONTINGENCIES.
Buyer’s obligation under this Agreement to purchase the Property and consummate the transactions contemplated hereby is subject
to and conditioned upon, among other things, the satisfaction or waiver by Buyer, in its sole and absolute discretion and in the
manner hereinafter provided, of each of the contingencies (individually, a “Contingency”, and collectively,
the “Contingencies”) set forth in this Section 4 in each case within the Contingency Period.


(a)      Property
Review. On or before the expiration of the Contingency Period, Seller shall have given Buyer an opportunity to conduct its
due diligence review, investigation and analysis of the Property (the “Due Diligence Review”) independently
or through agents of Buyer's own choosing, and Buyer shall have completed and shall be satisfied, in Buyer’s sole and absolute
discretion, with Buyer’s Due Diligence Review, which may include, but shall not necessarily be limited to, Buyer’s
review, investigation and analysis of: (i) all of the Documents; (ii) the physical condition of the Property; (iii) the adequacy
and availability at reasonable prices of all necessary utilities, including, without limitation, the services necessary to operate
the Improvements for Buyer’s intended use of the Property; (iv) the adequacy and suitability of applicable zoning and Approvals;
(v) the Leases and the obligations from and to the tenants thereunder; (vi) market feasibility studies; and (vii) such
tests and inspections of the Property as Buyer may deem necessary or desirable.


(b)      Environmental
Audit. On or before the expiration of the Contingency Period, Buyer shall have completed to the satisfaction of Buyer, in its
sole and absolute discretion, and at its sole cost and expense, an environmental audit and assessment of the Real Property (the
“Environmental Audit”), including but not limited to the performance of such tests and inspections as Buyer
may deem necessary or desirable, subject to the terms and provisions hereof, in order to determine the presence or absence of any
Hazardous Materials (as defined in Section 12(i) hereof).




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(c)      Tenant Estoppel.
On or before the expiration of the Contingency Period, Buyer shall have received an estoppel certificate substantially in the form
attached hereto as Exhibit C (the “Tenant Estoppel”), executed by each tenant under each of the Leases
with respect to the status of such Lease, rent payments, tenant improvements, lease defaults and other matters relating to such
Lease, and disclosing no defaults, disputes or other matters objectionable to Buyer in its sole and absolute discretion.


(d)      Board Approval.
On or before the expiration of the Contingency Period, Buyer shall have obtained approval for the transaction contemplated by this
Agreement from its Board of Directors (“Board Approval”).


The foregoing Due
Diligence Review, Environmental Audit, Tenant Estoppel and Board Approval Contingencies are solely for Buyer’s benefit and
only Buyer may determine such Contingencies to be satisfied or waived in writing. Buyer shall have the Contingency Period in which
to satisfy or waive such Contingencies by delivering written notice to Seller with a copy to Escrow Holder. A Contingency shall
be deemed not to have been satisfied or waived by Buyer unless prior to the expiration of the Contingency Period, Buyer shall deliver
to Seller a written notice to such effect (each such notice being herein referred to as an “Approval Notice”).
If, at any time during the Contingency Period, Buyer determines in its sole and absolute discretion that a Phase II Environmental
Site Assessment is necessary to determine whether the Contingencies have been satisfied, Buyer shall have the right to extend the
Contingency Period for an additional thirty (30) days so that the Contingency Period will expire at 5:00 p.m. (Eastern Standard
Time) on the date which is sixty (60) days after the Effective Date; Buyer may exercise this extension right by delivering written
notice to Seller on or before 5:00 p.m. (Eastern Standard Time) on the Scheduled Contingency Expiration Date.


If Buyer provides
an Approval Notice for each of the Contingencies, then the Contingencies shall be deemed satisfied or waived and the parties shall,
subject to the satisfaction of all other terms and conditions applicable to the respective parties’ obligations hereunder,
be obligated to proceed to Closing. If Buyer does not provide an Approval Notice with respect to any or all of the Contingencies
during the Contingency Period, then such Contingency(ies) shall be deemed not satisfied or waived, and this Agreement shall automatically
terminate and be of no further force and effect at the end of the Contingency Period without the further action of either party.
During the Contingency Period Buyer may elect not to purchase the Property for any reason or for no reason whatsoever, all in Buyer's
sole and absolute discretion. Upon any such termination, Escrow Holder shall return the Deposit (if any) (less the Independent
Contract Consideration) to Buyer and, except for those provisions of this Agreement which expressly survive the termination of
this Agreement, the parties hereto shall have no further obligations hereunder.




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With respect to
the Existing Contracts only, prior to the expiration of the Contingency Period, Buyer may furnish Seller with a written notice
of the contracts and agreements (the “Approved Contracts”) which Buyer has elected to assume at the Closing.
All Existing Contracts not included in any such notice shall be excluded from the Property to be conveyed to Buyer, and are herein
respectively referred to as the “Rejected Contracts”, and, if Buyer fails to deliver such notice, all Existing
Contracts shall be deemed Rejected Contracts. Seller shall at Seller’s sole cost and expense terminate on or before the Closing
Date all Rejected Contracts and shall deliver to Buyer evidence reasonably satisfactory to Buyer of Seller’s termination
on or prior to Closing of all Rejected Contracts. Notwithstanding anything contained herein to the contrary, Seller agrees to cause
any existing property management agreements and any leasing listing agreements to be terminated effective as of the Closing Date
and Seller shall be solely responsible for any fees or payments due thereunder.


5.      TITLE
COMMITMENT; SURVEY; SEARCHES. Buyer’s obligation to purchase the Property and to consummate the transactions
contemplated hereby shall also be subject to and conditioned upon Buyer’s having approved the condition of title to the Property
and a survey of the Real Property in the manner provided for in this Section 5.


(a)      Title Commitment.
On or before the date which is ten (10) days after the Effective Date, Seller shall cause the Title Company to deliver a commitment
(the “Title Commitment”) to Buyer for the Title Policy (as defined in Section 6 hereof), issued by the
Title Company showing Seller as the owner of good and indefeasible fee simple title to the Real Property, together with legible
copies of all documents (“Exception Documents”) referred to in Schedule B of the Title Commitment.


(b)      Survey.
On or before the date which is five (5) days after the Effective Date, Seller shall deliver Seller’s existing ALTA/ACSM survey
of the Real Property to Buyer, and Seller shall cooperate with Buyer to obtain, at Buyer's sole cost and expense, an update of
Seller’s existing survey from a surveyor licensed in the State of Tennessee, which shall be certified to Buyer, Title Company
and Buyer’s lender (if applicable) with a certification in accordance with the “Minimum Standard Detail Requirements
for ALTA/ACSM Land Title Surveys,” jointly established and adopted by ALTA and NSPS in 2011 and including items 1, 2, 3,
4, 6(a), 6(b), 7(a), 7(b)(1), 7(c), 8, 9, 10, 11(a), 11(b), 13, 14, 16, 17, 18, 20 and 21 ($1,000,000.00 minimum) of Table A (the
“Survey”).


(c)      Searches.
Buyer may obtain, at its sole cost and expense, current UCC, tax lien and judgment searches with respect to Seller liens, security
interests and adverse claims affecting the Seller’s interest in the Real Property and/or the Personal Property (collectively,
“Searches”).


(d)      Permitted/Unpermitted
Exceptions. Buyer shall have the right, up until on or before seven (7) days before the end of the Contingency Period, to object
in writing (“Buyer’s Exception Notice”) to any title matters that are not Permitted Exceptions which are
disclosed in the Title Commitment or Survey (herein collectively called “Liens”). Unless Buyer shall timely
object to the Liens, such Liens shall be deemed to constitute additional Permitted Exceptions. Any exceptions which are timely
objected to by Buyer shall be herein collectively called the “Title Objections.” If, on or before two (2) Business
Days before the end of the Contingence Period, Seller fails to cause or covenant to Buyer in writing to remove or endorse over
any Title Objections prior to the Closing in a manner satisfactory to Buyer in its sole and absolute discretion (Seller having
no obligation to agree to cure or correct any such Title Objections),




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Buyer may elect, prior to the expiration
of the Contingency Period to either (a) terminate this Agreement by giving written notice to Seller and Escrow Holder or by failing
to deliver the Approval Notice in accordance with Section 4, in either of which event the Deposit shall be paid to Buyer
and, thereafter, the parties shall have no further rights or obligations hereunder except for those obligations which expressly
survive the termination of this Agreement, or (b) waive such Title Objections, in which event such Title Objections shall be deemed
additional “Permitted Exceptions” and the Closing shall occur as herein provided without any reduction of or credit
against the Purchase Price. Buyer shall have the right to amend Buyer’s Exception Notice (“Buyer’s Amended
Exception Notice”) to object to any title matters that are not Permitted Exceptions which are disclosed in any supplemental
reports or updates to the Title Commitment or Survey delivered to Buyer after the end of the Contingency Period (which title matters
were not reflected in the Title Commitment or Survey provided to Buyer prior to the end of the Contingency Period) provided that
Buyer objects to the same within five (5) days after Buyer’s receipt of the applicable supplemental reports or updates to
the Title Commitment or Survey but in no event after Closing. If Seller fails to take the action requested by Buyer in Buyer’s
Amended Exception Notice, Buyer may elect prior to Closing to proceed under either clause (a) or (b) of the sentence which precedes
the immediately preceding sentence. Notwithstanding anything to the contrary contained in this Agreement, any Lien which is a financial
encumbrance such as a mortgage, deed of trust, or other debt security, attachment, judgment, lien for delinquent real estate taxes
and delinquent assessments, mechanic’s or materialmen’s lien, which is outstanding against the Property, or any part
thereof, that is revealed or disclosed by the Title Commitment or any updates thereto and/or the Searches (herein such matters
are referred to as “Financial Encumbrances”) shall in no event be deemed a Permitted Exception, and Seller hereby
covenants to remove all Financial Encumbrances to which it is a party on or before the Closing Date.


(e)      Approved
Title and Survey. The condition of title as approved by Buyer in accordance with this Section 5 is referred to herein
as the “Approved Title” and the Survey as approved by Buyer in accordance with this Section 5 is referred
to herein as the “Approved Survey”.


6.      DEED;
TITLE POLICY. Seller shall convey the Real Property to Buyer by a special warranty deed substantially in the form
of Exhibit D attached hereto (the “Deed”). As a condition to Buyer’s obligation to consummate the
purchase of the Property and other transactions contemplated hereby, as of Closing the Title Company shall be unconditionally committed
to issue to Buyer an ALTA extended coverage Owner’s Policy of Title Insurance in the amount of the Purchase Price, dated
effective as of the date the Deed is recorded and insuring Buyer (or its nominee or assignee, if applicable) as the owner of good
and indefeasible fee simple title to the Real Property, free from all Financial Encumbrances and subject to no exceptions other
than Permitted Exceptions, together with such endorsements as required by Buyer in the Buyer's Exception Notice, all in form and
substance satisfactory to Buyer in its sole discretion (the “Title Policy”). Buyer shall be entitled to request
that the Title Company provide such endorsements (or amendments) to the Title Policy as Buyer may require, provided that (a) such
endorsements (or amendments) shall be at no cost to, and shall impose no additional liability on, Seller except to the extent agreed
to in writing by Seller and (b) Buyer's obligations under this Agreement shall not be conditioned upon Buyer's ability to
obtain such endorsements except to the extent the Title Company commits to their issuance prior to the expiration of the




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Contingency Period. Seller shall deliver
to the Title Company reasonable and customary instruments, documents, payments, indemnities, releases, evidence of authority and
agreements relating to the issuance of the Title Policy based upon the requirements of Schedule B of the Title Commitment applicable
to Seller, including without limitation a no lien, gap and possession affidavit in a form reasonably acceptable to the Title Company
(collectively, the “Owner’s Affidavit”).


7.      PRORATIONS.
The following prorations shall be made between Seller and Buyer on the Closing Date, computed with income and expenses for the
Closing Date itself being allocated to Buyer:


(a)      Rents Payable
Under Leases. The word “Rents” as used herein shall be deemed to include, without limitation, (i) fixed
monthly rents and other fixed charges payable by the tenants under the Leases, (ii), any amounts payable by the tenants by reason
of provisions of the Leases relating to escalations and pass-throughs of operating expenses and taxes, and adjustments for increases
in the Consumer Price Index and the like, (iii) any percentage rents payable by the tenants under the Leases, if any, and (iv)
rents or other charges payable by the tenants under the Leases for services of any kind provided to them (including, without limitation,
making of repairs and improvements, the furnishing of heat, electricity, gas, water, other utilities and air-conditioning) for
which a separate charge is made.


Seller shall collect
and retain all Rents due and payable prior to the Closing and Buyer shall receive a credit for all such collected Rents allocable
to the period from and after the Closing Date, in each case, to the extent such Rents are actually received by Seller prior to
the Closing Date. Rents collected subsequent to the Closing Date, net of costs of collection, if any, shall first be applied to
such tenant’s current Rent obligations and then to past due amounts in the reverse order in which they were due. Subject
to the foregoing, any such Rents collected by Buyer shall, to the extent properly allocable to periods prior to the Closing, be
paid, promptly after receipt, to the Seller and any portion thereof properly allocable to periods from and after the Closing Date
shall be retained by Buyer. The term “costs of collection” shall mean and include reasonable attorneys’
fees and other reasonable out-of-pocket costs incurred in collecting any Rents.


Seller shall not be
permitted after the Closing Date to institute proceedings against any tenant to collect any past due Rents for periods prior to
the Closing Date; provided that Buyer agrees for six (6) months after Closing to bill tenants for such Rents and provided further
that in no event shall Buyer be obligated to terminate a Lease or dispossess a tenant after Closing for failure to pay such Rents.
If any past due Rents are not collected from the tenants owing such delinquent amounts, Buyer shall not be liable to Seller for
any such amounts.


Any advance or prepaid
rental payments or deposits paid by tenants prior to the Closing Date and applicable to the period of time subsequent to the Closing
Date and any security deposits or other amounts paid by tenants, together with any interest on both thereof to the extent such
interest is due to tenants shall be credited to Buyer on the Closing Date. Except in the ordinary course of business, Seller shall
not apply any security deposits between the Effective Date and Closing.




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No credit shall be
given either party for accrued and unpaid Rent or any other non-current sums due from the tenants until said sums are paid. In
addition, at or prior to Closing, that certain outstanding tenant improvement allowance due and owing to Perseus (as defined below)
shall be paid in full by Seller.


(b)      Rent Adjustments.
Pending final adjustments and prorations, as provided in Section 7(a) above, to the extent that any additional rent, adjustment
rent or escalation payments, if any, including, without limitation, estimated payments for Taxes (as defined below), insurance,
utilities (to the extent not paid directly by tenants), common area maintenance and other operating costs and expenses (collectively,
“Operating Costs”) in connection with the ownership, operation, maintenance and management of the Real Property,
are paid by tenants to the landlord under the Leases based on an estimated payment basis (monthly, quarterly, or otherwise) for
which a future reconciliation of actual Operating Costs to estimated payments is required to be performed at the end of a reconciliation
period, Buyer and Seller shall make an adjustment at Closing for the applicable reconciliation period (or periods, if the Leases
do not have a common reconciliation period) based on a comparison of the actual Operating Costs to the estimated payments at and
as of Closing. If, as of Closing, Seller has received additional rent, adjustment rent or escalation payments in excess of the
amount that tenants will be required to pay, based on the actual Operating Costs as of Closing, Buyer shall receive a credit in
the amount of such excess. If, as of Closing, Seller has received additional rent, adjustment rent or escalation payments that
are less than the amount that tenants would be required to pay based on the actual Operating Costs as of Closing, Seller shall
receive the same from Buyer following Closing but only after Buyer collects the same from the applicable tenants. Operating Costs
that are not payable by tenants either directly or reimbursable under the Leases shall be prorated between Seller and Buyer and
shall be reasonably estimated by the parties if final bills are not available.


(c)      Taxes and
Assessments. Real estate taxes and special assessments, if any, assessed against the Property (“Taxes”)
for the tax year in which the Closing occurs (the “Closing Tax Year”) shall be prorated as follows: Buyer shall
receive a credit for Taxes not paid for the Closing Tax Year prorated based on the number of days of Seller's ownership of the
Property in the Closing Tax Year through the day immediately preceding the Closing Date, all as and to the extent that Seller has
not yet paid the relevant bill therefor; and Seller shall receive a credit for Taxes paid by or on behalf of Seller in the Closing
Tax Year to the relevant taxing authority prior to Closing, prorated based on the period of Buyer's ownership of the Property in
the Closing Tax Year. If bills for Taxes payable in the Closing Tax Year are unavailable on the Closing Date, the taxes will be
pro-rated based upon 105% of the tax applicable for the previous tax period. Subject to reconciliation as provided in Section
7(b) above, below, Seller shall retain all amounts paid or payable by tenants under the Leases on account of Taxes for the
period prior to Closing, and Buyer shall be entitled to amounts paid by tenants under the Leases on account of Taxes for the period
after Closing.


(d)      Utilities.
Charges attributable to the Property for utilities and fuel, including, without limitation, steam, water, electricity, gas and
oil, except to the extent paid directly by the tenants, shall be prorated as of the Closing Date.




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(e)      Other Prorations.
Charges payable under the Approved Contracts assigned to Buyer pursuant to this Agreement shall be prorated as of the Closing Date.
Buyer shall also receive a credit equal to any past due payments (including interest or penalties due) from Seller to any of the
other parties to the Approved Contracts.


Seller and Buyer agree
that (1) none of the insurance policies relating to the Property will be assigned to Buyer (and Seller shall pay any cancellation
fees resulting from the termination of such policies), and (2) no employees of Seller performing services at the Property shall
be employed by Buyer. Accordingly, there will be no prorations for insurance premiums or payroll, and Seller shall be liable for
all premiums and payroll expenses in connection with the foregoing.


If Seller has made
any deposit with any utility company or local authority in connection with services to be provided to the Property, such deposits
shall, if Buyer so requests and if assignable, be assigned to Buyer at the Closing and Seller shall receive a credit equal to the
amounts so assigned. Seller shall cooperate with Buyer to transfer all utility services to Buyer at Closing.


In no event shall
any costs of the operation or maintenance of the Property applicable to the period prior to the Closing be borne by Buyer.


Buyer shall be responsible
for all Tenant Inducement Costs for or related to all new Leases (i.e., including, without limitation, any amendment to an existing
Lease) signed after the Effective Date with Buyer's prior written consent pursuant to Section 14(c). Seller shall have no
responsibility, whatsoever, with respect to any Tenant Inducement Costs for which Buyer is expressly responsible under this paragraph
(and to the extent Seller has paid, or is otherwise responsible for, any such Tenant Inducement Costs described in this paragraph
at any time following the Effective Date of this Agreement and prior to Closing, Seller shall receive a proration credit therefor
at Closing).


The prorations and
credits provided for in this Section 7 shall be made on the basis of a written statement prepared by Escrow Holder and approved
by both parties. At least five (5) Business Days prior to the Closing Date, Escrow Holder, using information provided by Seller,
shall provide Buyer with a preliminary proration and closing statement, together with backup documentation and substantiating the
prorations provided for and the calculations performed, in order that Buyer may verify Seller’s methods and calculations.
In the event any prorations made pursuant hereto shall prove incorrect for any reason whatsoever, either party shall be entitled
to an adjustment to correct the same provided that it makes written demand on the other within six (6) months after the Closing
Date. The provisions of this Section 7 shall survive the Closing.


8.      CLOSING.


(a)      Closing
Requirements. The consummation of the sale and purchase of the Property (the “Closing”) shall be effected
through a closing escrow which shall be established by Seller and Buyer with the Escrow Holder utilizing a so-called “New
York Style Closing” (i.e., meaning a Closing which has, on the Closing Date, the concurrent delivery of the documents of
title, transfer of interests, delivery of the Title Policy or “marked-up” title commitment as described herein and
the payment of the Purchase Price). Seller shall provide any customary affidavits or undertakings to the Title Company necessary
for the aforedescribed “New York Style” type of Closing to occur. All documents to be delivered at the Closing and
all payments to be made shall be delivered on or before the Closing Date as provided herein.




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(b)      Additional
Conditions to Closing. It is a condition to Buyer’s obligation to proceed to Closing and to consummate the transactions
contemplated hereby, that, as of the Closing Date, (i) all of the Seller’s representations and warranties hereunder shall
be true and correct in all material respects and Seller’s Closing Certificate delivered pursuant to Section 9 hereof
shall not disclose any material qualifications or material changes in Seller’s representations and warranties set forth in
Section 12 hereof; (ii) Seller shall have performed in all material respects all of its covenants hereunder; (iii) this
Agreement shall not have terminated during the Contingency Period; (iv) the Title Company shall be unconditionally committed to
issue the Title Policy at Closing; and (v) Seller shall have delivered all other documents and other deliveries listed in Section
9 hereof. If any condition to Buyer’s obligations hereunder is not fulfilled, including any condition not set forth in
this Section 8(b), then Buyer shall have the right to terminate this Agreement by written notice to Seller delivered on
or before the Closing Date, in which event the Deposit less the Independent Contract Consideration shall be returned to Buyer,
all obligations of the parties hereto shall thereupon cease (except for those which survive the early termination of this Agreement
as expressly provided herein) and this Agreement shall thereafter be of no further force and effect, unless such failure of condition
constitutes a default on the part of Seller under any other provision of this Agreement, in which case the terms of Section
11(b) shall also apply.


(c)      Seller’s
Conditions to Closing. It is a condition to Seller’s obligation to proceed to Closing and to consummate the transactions
contemplated hereby, that, as of the Closing Date, (i) all of the Buyer’s representations and warranties hereunder shall
be true and correct in all material respects; (ii) Buyer shall have performed in all material respects all of its covenants hereunder;
(iii) this Agreement shall not have terminated during the Contingency Period; and (iv) Buyer shall have delivered all other documents
and other deliveries required of it under Section 9 hereof. If any condition to Seller’s obligations set forth in
this Section 8(c) hereunder is not fulfilled, including any condition not, then Seller shall have the right to terminate
this Agreement by written notice to Buyer, in which event all obligations of the parties hereto shall thereupon cease (except for
those which survive the early termination of this Agreement as expressly set forth herein) and this Agreement shall thereafter
be of no further force and effect, and Seller shall be entitled to the Deposit in accordance with Section 11(a) of this
Agreement if Buyer failed to consummate the Closing when required with all Buyer’s conditions precedent to Closing having
been satisfied, but otherwise the Deposit, less the Independent Contract Consideration, shall be returned to Buyer.


(d)      Buyer’s
Extension Right. Buyer shall have the right to extend the Closing Date for up to thirty (30) days for any reason by (i) giving
Seller written notice of such election on or before 5:00 p.m. (Eastern Standard Time) on the date that is two (2) Business Days
prior to the Scheduled Closing Date and (ii) depositing the Extension Deposit in immediately available funds with the Escrow Holder
on or before such time. In the event that Buyer so exercises this extension right, the Extension Deposit shall be non-refundable
except in the event of Seller’s default under this Agreement.




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9.      ESCROW.


(a)      Seller’s
Closing Deliveries. On or prior to the Closing Date, Seller shall deliver to Escrow Holder the following documents and materials,
all of which shall be in such form and substance as required hereunder:


(i)      Deed;
Transfer Declarations. The Deed, duly executed, acknowledged and in recordable form, accompanied by all necessary transfer
tax declarations of Seller as may be required under applicable law in order to permit the recording of the Deed.


(ii)      Bill
of Sale. A duly executed and acknowledged bill of sale for the Personal Property and Intangible Property, conveying to Buyer
all of the Personal Property and Intangible Property in the form of Exhibit E attached hereto (the “Bill of Sale”).


(iii)      Assignment
of Leases. Two (2) originals of an assignment of the Leases and all guaranties thereof, duly executed and acknowledged by Seller
in the form of Exhibit F attached hereto (the “Assignment of Leases”).


(iv)      Assignment
of Contracts. Two (2) originals of an assignment of the Approved Contracts, duly executed and acknowledged by Seller and to
the extent required under the terms of any Approved Contract, consented to by the other party to such Contract in the form of Exhibit
G attached hereto (the “Assignment of Contracts”).


(v)      Title
Clearance Documents. An Owner’s Affidavit and a “gap” undertaking duly executed by Seller in a form reasonably
acceptable to the Title Company.


(vi)      FIRPTA
Affidavit. A non-foreign certification, duly executed by Seller under penalty of perjury, certifying that Seller is not a “foreign
person”, pursuant to Section 1445 (as may be amended) of the Internal Revenue Code of 1986, as amended in the form of Exhibit
H attached hereto (“Section 1445”) (the “FIRPTA Affidavit”). If Seller shall fail or
be unable to deliver the same, then Buyer shall have the right to withhold such portion of the Purchase Price as may be necessary,
in the reasonable opinion of Buyer and its counsel, to comply with Section 1445 and applicable law.


(vii)      Authority
Documents. Such other documents as the Title Company may reasonably require including evidence confirming the due authorization,
execution and delivery of this Agreement and the other documents to be executed in connection herewith by Seller.


(viii)      Seller’s
Closing Certificate. A certificate duly executed by Seller in the form of Exhibit J attached hereto (the “Seller’s
Closing Certificate”).




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(ix)      Parent
Guaranty. The Parent Guaranty in the form attached hereto as Exhibit N duly executed by Guarantor and acknowledged.


On or prior to the
Closing Date, Seller shall deliver to Buyer the following documents and materials, all of which shall be in form and substance
reasonably acceptable to Buyer:


(1)      Documents.
Originals of all Documents to the extent in Seller's possession or control, if not already delivered, or copies of same to the
extent originals do not exist and all books and records (including those in electronic format) reasonably required in connection
with the maintenance and operation of the Property.


(2)      Keys;
Manuals. Keys to all entrance doors in the Improvements, properly tagged for identification, and, to the extent in Seller's
possession or control, all operating manuals relating to operation of the equipment and systems which are part of the Property.


(3)      Letters
of Credit. With respect to any security deposits under Leases which are in the form of letters of credit, such letters of credit
(including all amendments) together with a duly executed assignment of such letters of credit, in form required by the issuer of
such letters of credit, which cites Buyer as the beneficiary thereof, along with the fees, if any, required to transfer such letters
of credit to Buyer.


(4)      Notices
to Tenants. Notice to each of the tenants and any guarantors under the Leases, notifying them of the sale of the Property and
directing them to pay all future rent as Buyer may direct.


(5)      Notices
to Parties Under Approved Contracts. Notices to each of the parties (other than Seller) under the Approved Contracts, notifying
them of the sale of the Property and directing them to address all matters relating to the Approved Contracts as Buyer may direct.


(6)      Closing
Statement. A duplicate counterpart of a closing statement (the “Closing Statement”) prepared by Escrow Holder,
and signed by Seller, setting forth all prorations and credits required hereunder, signed by Seller.


(b)      Buyer’s
Deliveries at Closing. On or before the Closing Date, Buyer shall deliver to Escrow Holder the Purchase Price for the Property
as provided in Section 2. On or prior to the Closing Date, Buyer shall deliver to Escrow Holder two (2) duly executed counterparts
of the Assignment of Leases, Assignment of Contracts and the Closing Statement and such other documents as the Title Company may
reasonably require including evidence confirming the due authorization, execution and delivery of this Agreement and the other
documents to be executed in connection herewith by Buyer.




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(c)      Closing
Instructions. This Agreement shall constitute both an agreement between Buyer and Seller and escrow instructions for Escrow
Holder. If Escrow Holder requires separate or additional escrow instructions which it reasonably deems necessary for its protection,
Seller and Buyer hereby agree promptly upon request by Escrow Holder to execute and deliver to Escrow Holder such separate or additional
standard escrow instructions of Escrow Holder (the “Additional Instructions”). In the event of any conflict
or inconsistency between this Agreement and the Additional Instructions, this Agreement shall prevail and govern, and the Additional
Instructions shall so provide. The Additional Instructions shall not modify or amend the provisions of this Agreement or impose
any additional obligations upon either Seller or Buyer, unless otherwise agreed to in writing by Seller and Buyer.


(d)      Procedures
Upon Failure of Condition. Except as otherwise expressly provided herein, if any of the conditions set forth in this Agreement
is not timely satisfied or waived for a reason other than the default of Buyer or Seller in the performance of their respective
obligations under this Agreement:


(i)      This
Agreement, the escrow and the respective rights and obligations of Seller and Buyer hereunder shall terminate, subject to the survival
of such obligations hereunder as survive such termination;


(ii)      Escrow
Holder shall promptly return to Buyer all funds of Buyer in its possession, including the Deposit, and to Seller and Buyer all
documents deposited by them respectively, which are then held by Escrow Holder; and


(iii)      Any
escrow cancellation and title charges shall be shared equally buy Buyer and Seller.


(e)      Actions
of Escrow Holder. On the Closing Date, provided Buyer and Seller have satisfied (or waived in writing) the conditions set forth
in this Agreement, Escrow Holder shall take the following actions:


(i)      Record
the Deed in the Recording Location;


(ii)      Deliver
to Buyer the closing documents required to be delivered to Buyer under this Agreement and any supplemental instructions provided
by Buyer;


(iii)      Deliver
to Seller in cash or current funds, all sums due Seller pursuant to this Agreement and any documents required to be delivered to
Seller under this Agreement and any supplemental instructions provided by Seller;


(iv)      Cause
the Title Company to issue and deliver the Title Policy to Buyer; and


(v)      Deliver
to Seller and Buyer the Closing Statement which has been certified by Escrow Holder to be true and correct.


10.      CLOSING
COSTS; PROPERTY COSTS. Seller shall pay: (a) all title charges and premiums incurred for the Title Policy (but excluding
Buyer's endorsements); (b) 1⁄2 of the escrow fees and other charges owing to Escrow Holder; and (c) all of the Seller’s
legal fees and expenses and the cost of all performances by Seller of its obligations hereunder.




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Buyer shall pay:
(a) for all endorsements to the Title Policy requested by Buyer; (b) 1⁄2 of the escrow fees and other charges owing to Escrow
Holder; (c) all of the transfer taxes payable in connection with the transfer of the Property to Buyer and the recording of the
Deed; (c) the cost of updating the Survey; and (d) all of Buyer’s legal fees and expenses and the cost of all performances
by Buyer of its obligations hereunder (including costs associated with its Due Diligence Review except as otherwise provided herein).


All other closing
costs shall be allocated between Buyer and Seller in accordance with local custom.


11.      REMEDIES.


(a)      LIQUIDATED
DAMAGES ON BUYER’S DEFAULT. BUYER AND SELLER HEREBY ACKNOWLEDGE AND AGREE THAT, IN THE EVENT THE CLOSING FAILS TO OCCUR
DUE TO A BUYER DEFAULT (ALL OF THE CONDITIONS TO BUYER’S OBLIGATIONS TO CLOSE HAVING BEEN SATISFIED OR WAIVED), SELLER WILL
SUFFER DAMAGES IN AN AMOUNT WHICH WILL, DUE TO THE SPECIAL NATURE OF THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT AND THE SPECIAL
NATURE OF THE NEGOTIATIONS WHICH PRECEDED THIS AGREEMENT, BE IMPRACTICAL OR EXTREMELY DIFFICULT TO ASCERTAIN. IN ADDITION, BUYER
WISHES TO HAVE A LIMITATION PLACED UPON THE POTENTIAL LIABILITY OF BUYER TO SELLER IN THE EVENT THE CLOSING FAILS TO OCCUR DUE
TO A BUYER DEFAULT, AND WISHES TO INDUCE SELLER TO WAIVE OTHER REMEDIES WHICH SELLER MAY HAVE IN THE EVENT OF SUCH A BUYER DEFAULT.
BUYER AND SELLER, AFTER DUE NEGOTIATION, HEREBY ACKNOWLEDGE AND AGREE THAT THE AMOUNT OF THE DEPOSIT REPRESENTS A REASONABLE ESTIMATE
OF THE DAMAGES WHICH SELLER WILL SUSTAIN IN THE EVENT OF SUCH BUYER DEFAULT. BUYER AND SELLER HEREBY AGREE THAT SELLER MAY, IN
THE EVENT THE CLOSING FAILS TO OCCUR DUE TO A BUYER DEFAULT (ALL OF THE CONDITIONS TO BUYER’S OBLIGATIONS TO CLOSE HAVING
BEEN SATISFIED OR WAIVED), AS ITS SOLE AND EXCLUSIVE REMEDY TERMINATE THIS AGREEMENT AND CANCEL THE ESCROW BY WRITTEN NOTICE TO
BUYER AND ESCROW HOLDER, WHEREUPON ESCROW HOLDER SHALL DELIVER THE DEPOSIT TO SELLER AND SELLER SHALL RECEIVE THE DEPOSIT AS LIQUIDATED
DAMAGES FOR SUCH DEFAULT AND SELLER WAIVES ALL OTHER REMEDIES. SUCH RETENTION OF THE DEPOSIT BY SELLER IS INTENDED TO CONSTITUTE
LIQUIDATED DAMAGES TO SELLER AND SHALL NOT BE DEEMED TO CONSTITUTE A FORFEITURE OR PENALTY. FOLLOWING TERMINATION OF THIS AGREEMENT,
CANCELLATION OF THE ESCROW AND THE DELIVERY TO AND RETENTION OF THE DEPOSIT BY SELLER AS LIQUIDATED DAMAGES PURSUANT TO THIS SECTION
11(a), ALL OF THE RIGHTS AND OBLIGATIONS OF BUYER AND SELLER UNDER THIS AGREEMENT SHALL BE TERMINATED SUBJECT TO SURVIVAL OF
SUCH OBLIGATIONS HEREUNDER AS SURVIVE SUCH TERMINATION.


(b)      Buyer’s
Remedies. In the event of a default by Seller under this Agreement, Buyer may, at its option, (i) terminate this Agreement
in which case the Deposit shall be immediately returned to Buyer and Buyer shall be entitled to reimbursement from Seller for all
of Buyer’s out-of-pocket third party costs and expenses incurred in connection with this Agreement and Due Diligence Review,
subject to a cap of Fifty Thousand Dollars ($50,000.00), or (ii) specifically enforce the terms and conditions of this Agreement.




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(c)      Aggregate
Liability. Without limiting Buyer's specific performance remedy under Section 11(b), Seller's aggregate liability to
Buyer under this Agreement after the Closing as a result of a breach of any representation or warranty or any other covenant or
indemnity made by Seller shall in no event collectively exceed Five Hundred Thousand and 00/100 Dollars ($500,000.00), in the aggregate.
Notwithstanding the foregoing, the limitation of Seller’s liability set forth in this Section 11(c) shall not apply to any
liabilities or obligations of Seller under Sections 7, 10, 21 and 28, or any Seller liability for claims
brought under applicable law based on fraud or intentional misrepresentation.


(d)      Limitation
on Seller’s Liability. In addition to the limitation set forth in Section 16 below, in the event that Buyer has
knowledge, through its Due Diligence Review or otherwise, that any of the representations or warranties made by Seller under this
Agreement were not true or correct when made or that Seller has breached a covenant hereunder, and if Buyer nevertheless closes
the transaction contemplated by this Agreement, then Buyer shall be deemed to have waived any such representation and warranty
or covenant breach (as applicable) and shall have no further claim against Seller with respect thereto.


(e)      Guaranty.
At Closing, Seller shall cause Guarantor to deliver a guaranty (the "Parent Guaranty") to Buyer in the form of
Exhibit N attached hereto.


12.      SELLER’S
REPRESENTATIONS AND WARRANTIES. As a material inducement to the execution and delivery of this Agreement by Buyer
and the performance by Buyer of its duties and obligations hereunder, Seller does hereby acknowledge, warrant, represent and agree
to and with Buyer that as of the Effective Date and as of the Closing Date:


(a)      Delivery
of Written Materials. Seller has not made to Buyer any misstatement of any material fact relating to the Property, or this
Agreement, nor failed to deliver to Buyer any written materials in Seller’s possession or of which Seller has knowledge which
contain information that would have a material adverse impact on Buyer’s ability to use and operate the Property as it is
currently being used and operated or the value of the Property.


(b)      Compliance
With Laws. Except as disclosed on Exhibit M, Seller has received no written notice of, and to Seller’s knowledge
there are no violations of, any legal requirement affecting the Property which have not been entirely corrected.


(c)      Litigation.
Except as disclosed on Exhibit M, Seller has not received written notice of any pending or to Seller’s knowledge threatened
litigation or governmental proceeding affecting Seller, or the Property, that relates to the Property, the validity or enforceability
of this Agreement or any instrument or document to be delivered by Seller in connection with the transactions contemplated hereby.


(d)      Existing
Contracts. Attached as Exhibit K is a true, correct and complete schedule of all Existing Contracts. Seller has not
received any currently effective notice in writing of any uncured material default under any of such Existing Contracts and, to
Seller’s knowledge, Seller is not in default under any such Existing Contracts. Seller is not a party to, and, to Seller's
knowledge, the Property is not subject to, any contract or agreement of any kind whatsoever, written or oral, with respect to the
Property that would be binding upon the Property or Buyer after Closing, other than the Permitted Exceptions, the Leases, and the
Approved Contracts.




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(e)      Proceedings.
Except as disclosed on Exhibit M, there is no pending, or to Seller's knowledge, threatened litigation or other proceeding
against Seller related to the Property, or which may affect Seller's ability to convey the Property (including without limitation
any condemnation action).


(f)      Due Authorization.
Seller is a limited liability company organized, validly existing and in good standing under the laws of the State of Delaware.
Seller has full power to execute, deliver and carry out the terms and provisions of this Agreement and each of the other agreements,
instruments and documents herein required to be made or delivered by Seller pursuant hereto, and has taken all necessary action
in connection with the execution, delivery and performance of this Agreement and such other agreements, instruments and documents.
The individuals executing this Agreement and all other agreements, instruments and documents herein required to be made or delivered
by Seller pursuant hereto on behalf of Seller are and shall be duly authorized to sign the same on Seller’s behalf and to
bind Seller thereto.


(g)      Enforceability.
This Agreement has been, and each and all of the other agreements, instruments and documents herein required to be made or delivered
by Seller pursuant hereto have been, or on the Closing Date will have been, executed by Seller and when so executed, are and shall
be legal, valid, and binding obligations of Seller enforceable against Seller in accordance with their respective terms, subject
to applicable bankruptcy, insolvency, reorganization, moratorium, and other similar laws affecting the rights of creditors generally
and, as to enforceability, the general principles of equity (regardless of whether enforcement is sought in a proceeding in equity
or at law).


(h)      No Conflict.
The execution and delivery of, and consummation of the transactions contemplated by, this Agreement by Seller are not prohibited
by, and will not conflict with, constitute grounds for termination of, or result in the breach of any agreement or instrument to
which Seller is now a party or by which it or the Property is bound, or, to the knowledge of Seller, any order, rule or regulation
of any court or other governmental agency or official.


(i)      Environmental
Matters. To Seller's knowledge and except as may be disclosed in the Documents none of the Property, including subsurface soil
and groundwater, contains any Hazardous Materials. As used in this Agreement, “Hazardous Materials” shall mean
any asbestos, flammable substances, explosives, radioactive materials, mold, PCB laden oil, hazardous waste, pollutants, contaminates,
toxic substances, pollution or related materials specified as such in, or regulated under any federal, state or local laws, ordinances,
rules, regulations or policies governing use, storage, treatment, transportation, manufacture, refinement, handling, production
or disposal of such materials but excluding office supplies, cleaning materials, personal grooming items or other items that are
sold for consumer or commercial use and typically used in other similar buildings or space.




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(j)      Leases.
The Building is 100% leased to Perseus Distribution, Inc. ("Perseus"), and there are no other leases, licenses, subleases,
occupancy agreements or other agreements for the use, possession or occupancy of any portions of the Real Property, other than
those listed on Exhibit L attached to this Agreement. Exhibit L contains a true, correct and complete list of all
currently existing Leases at the Property to which Seller is a party; full, true and complete copies of all Leases and all amendments
and guarantees relating thereto have heretofore been delivered to Buyer (or made available to Buyer as part of the Documents).
To Seller's knowledge, each Lease is in full force and effect, and except as shown on Exhibit L, to Seller's knowledge,
no rent or other amounts payable under the Leases is more than one (1) month in arrears or has been paid more than one (1) month
in advance. Exhibit L sets forth a true and correct listing of all security deposits (indicating cash or letter of credit)
or prepaid rentals made or paid by the tenants under the Leases. Except as shown in Exhibit L, Seller has not delivered
any written notices of tenant default to any tenants under Leases which remain uncured, nor has Seller received any written notices
of a landlord default from any tenants under Leases which remain uncured. None of Seller's interest in any Lease or of Seller's
right to receive the rentals payable by the tenant thereunder has been assigned, conveyed, pledged or in any manner encumbered
by Seller, except in connection with any existing financing encumbering the Property, which is to be repaid by Seller and released
as of the Closing. Except as described on Exhibit L, no tenant has given written notice to Seller of any default or offsets,
claims or defenses available to it. The only Tenant Inducement Costs in the nature of tenant improvement costs for space currently
being leased under any Leases in effect as of the date hereof (whether in the form of direct payments therefor required of Seller
or in the form of tenant improvement allowances payable by Seller) or for leasing commissions for leased premises currently being
leased under any such Leases, in any such case which may hereafter be payable under or with respect to the Leases (and excluding,
in any event any such Tenant Inducement Costs which may arise in connection with expansions or lease renewals/extensions hereafter
occurring under or with respect to any such Leases) are identified in Exhibit L hereto.


(k)      Bankruptcy
Matters. Seller has not made a general assignment for the benefit of creditors, filed any voluntary petition in bankruptcy
or suffered the filing of an involuntary petition by its creditors, suffered the appointment of a receiver to take possession of
substantially all of its assets, suffered the attachment or other judicial seizure of substantially all of its assets, admitted
its inability to pay its debts as they come due, or made an offer of settlement, extension or composition to its creditors generally.


(l)      Approvals.
Seller has heretofore delivered to Buyer (or will make available to Buyer as part of the Documents) true, full and complete copies,
in all material respects, of all currently existing Approvals. Seller has not received any currently effective notice in writing
of any uncured material breach or default under any of the Approvals.


(m)      OFAC.
Seller is not, nor will it become, a person or entity with whom U.S. persons or entities are restricted from doing business under
regulations of the Office of Foreign Asset Control 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 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.




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As used herein, phrases such as “to
Seller’s knowledge” or like phrases mean the actual present and conscious awareness or knowledge of David Marks
(who is the Senior Vice President of the Managing Member of Seller), 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 David Marks, or any
other partner, member, officer or employee of Seller, on account of any breach of any representation or warranty made by Seller
herein. Said terms do not include constructive knowledge, imputed knowledge, or knowledge Seller or such persons do not have but
could have obtained through further investigation or inquiry. No broker, agent, or party other than Seller is authorized to make
any representation or warranty for or on behalf of Seller.


13.      BUYER’S
REPRESENTATIONS AND WARRANTIES. As a material inducement to the execution and delivery of this Agreement by Seller
and the performance by Seller of its duties and obligations hereunder, Buyer does hereby acknowledge, warrant, represent and agree
to and with Seller that as of the Effective Date and as of the Closing Date:


(a)      Due Authorization.
Buyer is a corporation organized, validly existing and in good standing under the laws of the Commonwealth of Massachusetts. Buyer
has or will have full power to execute, deliver and carry out the terms and provisions of this Agreement and each of the other
agreements, instruments and documents herein required to be made or delivered by Buyer pursuant hereto, and, subject to Section
4(d) above, has or will have taken all necessary action to authorize the execution, delivery and performance of this Agreement
and such other agreements, instruments and documents. The individuals executing this Agreement and all other agreements, instruments
and documents herein required to be made or delivered by Buyer pursuant hereto on behalf of Buyer are or will be duly authorized
to sign the same on Buyer’s behalf and to bind Buyer thereto.


(b)      Enforceability.
This Agreement has been, and each and all of the other agreements, instruments and documents herein required to be made or delivered
by Buyer pursuant hereto have been, or on the Closing Date will have been, executed by Buyer or on behalf of Buyer, and when so
executed, are and shall be legal, valid, and binding obligations of Buyer enforceable against Buyer in accordance with their respective
terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and other similar laws affecting the rights of
creditors generally and, as to enforceability, the general principles of equity (regardless of whether enforcement is sought in
a proceeding in equity or at law).


(c)      No Conflict.
The execution and delivery of, and consummation of the transactions contemplated by, this Agreement by Buyer are not prohibited
by, and will not conflict with, constitute grounds for termination of, or result in the breach of any agreement or instrument to
which Buyer is now a party or by which it is bound, or any order, rule or regulation of any court or other governmental agency
or official, which prohibition or conflict would have an adverse effect on Buyer’s ability to perform its obligations under
this Agreement or the documents to be executed by Buyer in connection with this Agreement.


(d)      OFAC.
Buyer is not, nor will it become, a person or entity with whom U.S. persons or entities are restricted from doing business under
regulations of the Office of Foreign Asset Control 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 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.




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(e)      AS-IS.
EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT AND/OR THE DOCUMENTS DELIVERED AT CLOSING, SELLER MAKES NO REPRESENTATIONS OR WARRANTIES,
AND BUYER HEREBY ACKNOWLEDGES THAT NO REPRESENTATIONS HAVE BEEN MADE. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT AND/OR THE
DOCUMENTS DELIVERED AT CLOSING, SELLER SPECIFICALLY DISCLAIMS, AND NEITHER IT NOR ANY OTHER PERSON IS MAKING, ANY REPRESENTATION,
WARRANTY OR ASSURANCE WHATSOEVER TO BUYER AND NO WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EITHER EXPRESS OR IMPLIED,
ARE MADE BY SELLER OR RELIED UPON BY BUYER WITH RESPECT TO THE STATUS OF TITLE TO OR THE MAINTENANCE, REPAIR, CONDITION, DESIGN
OR MARKETABILITY OF THE PROPERTY, OR ANY PORTION THEREOF, INCLUDING BUT NOT LIMITED TO (A) ANY IMPLIED OR EXPRESS WARRANTY
OF MERCHANTABILITY, (B) ANY IMPLIED OR EXPRESS WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, (C) ANY IMPLIED OR EXPRESS
WARRANTY OF CONFORMITY TO MODELS OR SAMPLES OF MATERIALS, (D) ANY RIGHTS OF BUYER UNDER APPROPRIATE STATUTES TO CLAIM DIMINUTION
OF CONSIDERATION, (E) ANY CLAIM BY BUYER FOR DAMAGES BECAUSE OF DEFECTS, WHETHER KNOWN OR UNKNOWN, LATENT OR PATENT, WITH
RESPECT TO THE IMPROVEMENTS OR THE PERSONAL PROPERTY, (F) THE FINANCIAL CONDITION OR PROSPECTS OF THE PROPERTY AND (G) THE
COMPLIANCE OR LACK THEREOF OF THE REAL PROPERTY OR THE IMPROVEMENTS WITH GOVERNMENTAL REGULATIONS, IT BEING THE EXPRESS INTENTION
OF SELLER AND BUYER THAT, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE DOCUMENTS TO BE DELIVERED AT THE CLOSING, THE
PROPERTY WILL BE CONVEYED AND TRANSFERRED TO BUYER IN ITS PRESENT CONDITION AND STATE OF REPAIR, "AS IS" AND "WHERE
IS", WITH ALL FAULTS. BUYER REPRESENTS THAT IT IS A KNOWLEDGEABLE, EXPERIENCED AND SOPHISTICATED BUYER OF REAL ESTATE, AND
THAT IT IS RELYING SOLELY ON ITS OWN EXPERTISE AND THAT OF BUYER'S CONSULTANTS IN PURCHASING THE PROPERTY. EXCEPT FOR SELLER’S
REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT, BUYER ACKNOWLEDGES AND AGREES THAT IT WILL HAVE THE OPPORTUNITY TO
CONDUCT SUCH INSPECTIONS, INVESTIGATIONS AND OTHER INDEPENDENT EXAMINATIONS OF THE PROPERTY AND RELATED MATTERS, INCLUDING BUT
NOT LIMITED TO THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, DURING THE CONTINGENCY PERIOD AND WILL RELY UPON SAME AND NOT
UPON ANY STATEMENTS OF SELLER OR OF ANY MEMBER, MANAGER, OFFICER, DIRECTOR, AGENT OR ATTORNEY OF SELLER. BUYER ACKNOWLEDGES THAT
ALL INFORMATION OBTAINED BY BUYER WILL BE OBTAINED FROM A VARIETY OF SOURCES AND, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT,
SELLER WILL NOT BE DEEMED TO HAVE REPRESENTED OR WARRANTED THE COMPLETENESS, ADEQUACY, TRUTH OR ACCURACY OF ANY OF THE DUE DILIGENCE
ITEMS OR OTHER SUCH INFORMATION HERETOFORE OR HEREAFTER FURNISHED TO BUYER. UPON




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CLOSING, BUYER ACKNOWLEDGES THE RISK
THAT ADVERSE MATTERS, INCLUDING, BUT NOT LIMITED TO, ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED
BY BUYER'S INSPECTIONS AND INVESTIGATIONS. BUYER ACKNOWLEDGES AND AGREES THAT UPON CLOSING, EXCEPT AS OTHERWISE EXPRESSLY SET FORTH
IN THIS AGREEMENT AND DOCUMENTS DELIVERED AT CLOSING, SELLER WILL SELL AND CONVEY TO BUYER, AND BUYER WILL ACCEPT THE PROPERTY,
"AS IS, WHERE IS," WITH ALL FAULTS. BUYER FURTHER ACKNOWLEDGES AND AGREES THAT THERE ARE NO ORAL AGREEMENTS, WARRANTIES
OR REPRESENTATIONS, COLLATERAL TO OR AFFECTING THE PROPERTY, BY SELLER, ANY AGENT OF SELLER OR ANY THIRD PARTY. SELLER IS NOT LIABLE
OR BOUND IN ANY MANNER BY ANY ORAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY FURNISHED BY
ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT OR OTHER PERSON, UNLESS THE SAME ARE SPECIFICALLY SET FORTH OR REFERRED TO HEREIN.
BUYER ACKNOWLEDGES THAT THE PURCHASE PRICE REFLECTS THE "AS IS, WHERE IS" NATURE OF THIS SALE AND ANY FAULTS, LIABILITIES,
DEFECTS OR OTHER ADVERSE MATTERS THAT MAY BE ASSOCIATED WITH THE PROPERTY. BUYER, WITH BUYER'S COUNSEL, HAS FULLY REVIEWED THE
DISCLAIMERS AND WAIVERS SET FORTH IN THIS AGREEMENT, AND UNDERSTANDS THE SIGNIFICANCE AND EFFECT THEREOF. BUYER ACKNOWLEDGES AND
AGREES THAT THE DISCLAIMERS AND OTHER AGREEMENTS SET FORTH HEREIN ARE AN INTEGRAL PART OF THIS AGREEMENT, AND THAT SELLER WOULD
NOT HAVE AGREED TO SELL THE PROPERTY TO BUYER FOR THE PURCHASE PRICE WITHOUT THE DISCLAIMER AND OTHER AGREEMENTS SET FORTH IN THIS
AGREEMENT. THE TERMS AND CONDITIONS OF THIS PARAGRAPH WILL EXPRESSLY SURVIVE THE CLOSING.


14.      ACTIONS
AFTER THE EFFECTIVE DATE. The parties covenant to do the following through the Closing Date:


(a)      Title.
Except as otherwise specifically contemplated in this Agreement or as may be required by legal requirements, and without limiting
any rights that tenants may have under their Leases, from and after the Effective Date, Seller shall not make or permit any changes
to the Property or to the condition of title to the Property that would change the Approved Title or the Approved Survey except
with Buyer’s advance written consent, which consent shall not be unreasonably withheld prior to the expiration of the Contingency
Period but may be withheld in Buyer's sole and absolute discretion after the expiration of the Contingency Period.


(b)      Maintenance
and Operation of Property. From and after the Effective Date, Seller shall maintain existing insurance coverage in full force
and effect, and shall operate and maintain the Property in substantially the same manner as operated and maintained as of the Effective
Date, shall not delay or defer any repair or maintenance item, and shall pay all bills and obligations arising from the Property
as payment becomes due. Seller shall not make any material alterations to or upon the Property or remove any of the Personal Property
therefrom, except with Buyer's advance written consent, which consent shall not be unreasonably withheld. Seller shall promptly
advise Buyer in writing of any significant repair or improvement required to keep in the Property in such condition.




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(c)      Leases and
Agreements. From and after the Effective Date, Seller shall not enter into any new leases or other occupancy agreements for
the Property without first obtaining Buyer's advance written consent which shall not be unreasonably withheld prior to the expiration
of the Contingency Period but may be withheld in Buyer's sole and absolute discretion after the expiration of the Contingency Period.
From and after the Effective Date, Seller shall not terminate or amend any of the Leases or Approved Contracts or any other agreement
concerning the Property, without Buyer’s advance written consent, which consent shall not be unreasonably withheld prior
to the expiration of the Contingency Period but may be withheld in Buyer's sole and absolute discretion after the expiration of
the Contingency Period, and Seller shall continue to perform all of its obligations under the Leases and Approved Contracts.


If Seller requests
Buyer’s consent to any new lease or other occupancy agreement or amendment to any existing Lease, Seller shall be required
to provide Buyer with a reasonably detailed written summary of all of the material terms the proposed transaction along with an
itemized list of all Tenant Inducement Costs which will be incurred in connection with the proposed transaction. Buyer shall give
Seller written notice of approval or disapproval of a proposed new lease or other occupancy agreement or amendment to any existing
Lease within ten (10) days after Buyer’s receipt of the items described above. If Buyer does not respond to Seller’s
request within such time period, then Buyer will be deemed to have disapproved such new lease or other occupancy agreement or amendment
to any existing Lease.


(d)      Representations
and Warranties. Each party shall use reasonable efforts to prevent any act or omission that would render any of its representations
and warranties herein untrue or misleading, and shall promptly notify the other party in writing if such act or omission occurs.


(e)      Entry.
As of the Effective Date, during normal business hours prior to the Closing, and subject to the rights of tenants under the Leases,
Buyer and its agents, employees and contractors (collectively, “Permittees”) shall have reasonable access to
the Property at agreed upon times for agreed upon purposes on at least forty-eight (48) hours prior notice to Seller. Seller shall
have the right to have a representative present during any visits to or inspections of the Property by Buyer or any Permittees.
Buyer will conduct its Due Diligence Review in a manner which is not disruptive to tenants or the normal operation of the Property.
In the event Buyer desires to conduct any physically intrusive inspections, such as sampling of soils, other media, building materials,
or the like, Buyer will identify in writing exactly what procedures Buyer desires to perform and request Seller's advance written
consent, which consent may be withheld in Seller’s reasonable discretion. Buyer will: (a) maintain comprehensive general
liability (occurrence) insurance (at least $2,000,000), and deliver a certificate of insurance, which names Seller as an additional
insured thereunder verifying such coverage to Seller promptly upon Seller’s request; (b) promptly pay when due the costs
of all entry and inspections and examinations done with regard to the Property; and (c) to the extent damaged by Buyer or
its Permittees, restore the Property and Improvements to substantially the condition in which the same were found before any such
entry upon the Property and inspection or examination was undertaken.




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In addition, Buyer
shall defend, indemnify and hold harmless Seller from and against all losses, costs, damages, claims and liabilities arising out
of injury or death to persons, damage to the Property or mechanics' liens arising out of or in connection with Buyer's Due Diligence
Review, Buyer's breach of its obligations under this Section 15(e) or Buyer's or any Permittees entry upon the Property
unless arising from any pre-existing conditions on the Property or the negligence or willful misconduct of Seller, Seller's managers,
officers, partners, shareholders or members, as applicable. The provisions of this Section 15(e) shall survive the earlier
of the termination of this Agreement or Closing for a period of 6 months.


(f)      Applications.
Following the Effective Date, Seller shall not make application to any governmental entity for any Approvals or any change in the
zoning, affecting the Real Property, except in each case with Buyer’s advance written consent.


15.      DAMAGE
TO PROPERTY; TAKING.


(a)      Taking.
If the Property or any part thereof is taken or is the subject of a notice of taking by eminent domain prior to the Closing Date,
Seller shall promptly notify Buyer. Within ten (10) Business Days after such notice, Buyer shall give notice to Seller (with a
copy to Escrow Holder) that it elects to (a) terminate this Agreement, in which event Escrow Holder shall, upon receipt of Buyer’s
Notice to terminate this Agreement, return the Deposit (less the Independent Contract Consideration) to Buyer and the parties shall
have no further obligations hereunder, or (b) proceed to Closing, in which event Seller shall pay over and assign to Buyer all
awards recovered or recoverable on account of such taking, net of any reasonable costs incurred by Seller in connection therewith.
If Buyer elects to proceed under clause (b) above, Seller shall not compromise, settle, or adjust any claims to such awards without
Buyer’s prior written consent.


(b)      Damage.
Risk of loss up to and including the Closing Date shall be borne by Seller except as expressly set forth herein. In the event of
any material damage to or destruction of the Property or any portion thereof, Buyer may, at its option, by notice to Seller (with
a copy to Escrow Holder) given within ten (10) Business Days after Seller notifies Buyer in writing of such damage or destruction
(and if necessary the Closing Date shall be extended to give Buyer the full 10-day period to make such election): (i) terminate
this Agreement, in which event Escrow Holder shall, upon receipt of Buyer’s notice to terminate this Agreement, return the
Deposit (less the Independent Contract Consideration) to Buyer and the parties shall have no further obligations hereunder (except
the indemnity obligations of each party, which shall survive indefinitely and any other obligations set forth herein which expressly
survive the termination of this Agreement), or (ii) proceed under this Agreement with no adjustment of the Purchase Price,
receive any insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller
as a result of such damage or destruction and assume responsibility for such repair, and Buyer shall receive a credit at Closing
for any deductible amount under said insurance policies and any uninsured or underinsured loss. If Buyer elects (ii) above, Seller
will cooperate with Buyer in obtaining the insurance proceeds and such agreements from Seller’s insurers. If the Property
is not materially damaged, then the parties shall proceed to Closing as provided in clause (ii) above. “Material damage”
and “Materially damaged” means damage (w) resulting in the Property not complying with all legal requirements
applicable to the Property, (x) reasonably exceeding $300,000 or (y) that entitles any tenant of the Property to terminate
its Lease, or (z) which, in Buyer’s or Seller’s reasonable estimation, will take longer than 120 days to repair.




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(c)      Waiver.
Failure of Buyer to timely provide a notice of election in accordance with this Section 15, shall be deemed an election
by Buyer to terminate this Agreement. Seller and Buyer each hereby agree that the provisions of this Section 15 shall
govern the parties’ obligations in the event of any damage or destruction to the Property or the taking of all or any part
of the Real Property and expressly waive any provision of applicable law to the contrary.


16.      SURVIVAL.
All covenants, obligations, representations and warranties and indemnities by the respective parties contained herein are intended
to and shall remain true and correct as of the Closing, shall be deemed to be material, and shall survive the recordation of the
Deed for a period of six (6) months (the “Survival Period”). Any covenants and conditions herein that must be
operative after recordation of the Deed to be effective shall be so operative and shall not be deemed to have been merged in the
Deed.


17.      SUCCESSORS
AND ASSIGNS. The terms, covenants and conditions herein contained shall be binding upon and inure to the benefit
of the successors and assigns of the parties hereto. Seller shall not have the right, power, or authority to assign, pledge or
mortgage this Agreement or any portion of this Agreement, or to delegate any duties or obligations arising under this Agreement,
voluntarily, involuntarily, or by operation of law. This Agreement and all rights of Buyer hereunder may be assigned or transferred
by Buyer to any of its affiliates, in which event all instruments, documents and agreements required to be delivered to the Buyer
hereunder shall be delivered to, and run for the benefit of such entity, and such entity (rather than Buyer) shall execute and
deliver any instruments, documents or agreements required to be executed and delivered by Buyer hereunder; provided, however, that
in the event of any such assignment to an affiliate, the original Buyer hereunder shall remain fully liable and responsible for
the performance of Buyer’s obligations hereunder prior to Closing or if this Agreement terminates following such termination.


18.      NO
THIRD PARTY BENEFITS. This Agreement is made for the sole benefit of the Buyer and Seller and their respective successors
and assigns, and no other person shall have any right or remedy or other legal interest of any kind under or by reason of this
Agreement.


19.      COUNTERPARTS.
This Agreement may be executed in multiple counterparts and shall be valid and binding with the same force and effect as if all
parties had executed the same Agreement. The parties hereby agree that a PDF copy of each party's original signature to this Agreement
delivered by electronic mail shall be effective as such party's signature to this Agreement.


20.      ENTIRE
AGREEMENT; FURTHER ASSURANCES. This Agreement contains all of the covenants, conditions and agreements between the
parties and shall supersede all prior correspondence, agreements and understandings, both verbal and written. The parties intend
that this Agreement constitutes the complete and exclusive statement of its terms and that no extrinsic evidence may be introduced
in any proceeding involving this Agreement.




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The parties each
agree to do, execute, acknowledge and deliver all such further acts, instruments and assurances and to take all such further action
before or after the Closing as shall be necessary or desirable to fully carry out this Agreement and to fully consummate and effect
the transactions contemplated hereby.


21.      ATTORNEYS’
FEES. In the event of any litigation regarding the rights and obligations under this Agreement, the prevailing party
shall be entitled to reasonable attorneys’ fees and court costs, and the right to such fees and costs shall not be limited
by the provisions of Section 11. As used herein, the term "prevailing party" shall mean the party that
has succeeded upon a significant issue in the litigation and achieved a benefit with respect to the claims at issue, taken as a
whole, whether or not damages are actually awarded to such party.


22.      NOTICES.
All notices required or permitted to be given pursuant to the terms hereof shall be in writing and shall be delivered to the applicable
addresses set forth in Section 1 of this Agreement either by (a) certified mail, return receipt requested, in which case
notice shall be deemed delivered three (3) Business Days after deposit, postage prepaid in the U.S. mail, (b) a nationally recognized
and reputable messenger service or overnight courier, in which case notice shall be deemed delivered one (1) Business Day after
deposit with such messenger or courier on or prior to 5:00 p.m., Eastern Standard Time (if deposited after such time, notice shall
be deemed given upon receipt of the notice by the addressee), (c) electronic mail, in which case notice shall be deemed delivered
as of the date and time that transmission to recipient was completed or (d) personal delivery with receipt acknowledged in writing,
in which case notice shall be deemed delivered when received. The notice address for any party may be changed by written notice
to the other party as provided herein.


23.      CONSTRUCTION
OF AGREEMENT. In construing this Agreement, all headings and titles are for the convenience of the parties only
and shall not be considered a part of this Agreement. Whenever required by the context, the singular shall include the plural and
the masculine shall include the feminine and vice versa. This Agreement shall not be construed as if prepared by one of the parties,
but rather according to its fair meaning as a whole, as if both parties had prepared it. All Exhibits attached hereto are incorporated
in this Agreement by reference thereto.


24.      TIME.
Time is of the essence of every provision herein contained. Whenever the date or deadline for any action to be taken is not a Business
Day, the relevant date or deadline shall be the next Business Day.


25.      APPLICABLE
LAW. This Agreement shall be governed by the internal laws of the state in which the Real Property is located.


26.      NO
ORAL MODIFICATION OR WAIVER. This Agreement may not be changed or amended orally, but only by an agreement in writing.
No waiver shall be effective hereunder unless given in writing, and waiver shall not be inferred from any conduct of either party.


27.      MARKETING
OF PROPERTY. Unless and until this Agreement is duly terminated pursuant to the terms hereof, Seller shall not enter
into any binding agreements with any party other than Buyer relating to the sale, transfer or other disposition of the Property
or any portion thereof.




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28.      BROKERAGE
COMMISSION. Buyer and Seller each represents and warrants to the other that it has not dealt with any third party
(other than Broker) in a manner which would obligate the other to pay any brokerage commission, finder’s fee or other compensation
due or payable with respect to the transaction contemplated hereby other than a commission to be paid to Broker pursuant to a separate
agreement, which shall be paid by Seller only upon the Closing of the purchase and sale contemplated hereby. Buyer shall indemnify,
defend, and hold Seller harmless from and against any losses, damages, costs and expenses (including, but not limited to, reasonable
attorneys’ fees and costs) incurred by Seller by reason of any actual or alleged breach or inaccuracy of the Buyer’s
representations and warranties contained in this Section 28. Seller shall indemnify, defend, and hold Buyer harmless
from and against any losses, damages, costs and expenses (including, but not limited to, reasonable attorneys’ fees and costs)
incurred by Buyer by reason of any actual or alleged breach or inaccuracy of Seller’s representations and warranties contained
in this Section 28. The provisions of this Section 28 shall survive the Closing.


29.      INDEMNITY.
Seller hereby agrees to indemnify Buyer and its successors, assigns, and the affiliates, directors, officers, employees and partners
of any of them, and hold each of them harmless from any and all claims, liabilities, damages, and penalties and any and all loss,
cost, or expense incurred by Buyer incident to, resulting from, or in any way arising out of any tort claim or breach of contract
claim or other claim for money due and owing in connection with the ownership or operation of the Property but only to the extent
that such claim arises from circumstances, acts or omissions which occurred prior to the Closing and not caused by Buyer or its
agents. The indemnity set forth herein shall be deemed to be material and shall survive the delivery of the Deed and transfer of
title for the survival period specified in Section 16 hereof.


30.      RECORDATION
NOT PERMITTED. In no event shall this Agreement or any memorandum hereof be recorded in the official or public records
where the Property is located, and any such recordation or attempted recordation shall constitute a default under this Agreement
by the party responsible for such recordation or attempted recordation.


31.      CONFIDENTIALITY.
The parties acknowledge that the transaction described herein is of a confidential nature and shall not be disclosed except to
Buyer’s or Seller’s respective affiliates, officers, directors, principals, members, employees, agents, attorneys,
partners, accountants, lenders or investors (collectively, for purposes of this Section 31, the “Permitted Outside
Parties”) or as required by law. No party shall make any public disclosure of the specific terms of this Agreement, except
as required by law (including SEC regulations and NYSE requirements). In connection with the negotiation of this Agreement and
the preparation for the consummation of the transactions contemplated hereby, each party acknowledges that it will have access
to confidential information relating to the other party. Each party shall treat such information as confidential, preserve the
confidentiality thereof, and not duplicate or use such information, except to Permitted Outside Parties in connection with the
transactions contemplated hereby. Except as required by applicable law, neither party shall issue any press release or make any
statement to the media without the other party’s consent, which consent shall not be unreasonably withheld or delayed. The
provisions of this Section shall survive any termination of this Agreement.




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32.      INFORMATION
AND AUDIT COOPERATION. Seller shall, at Buyer’s expense, reasonably cooperate with Buyer, Buyer’s designated
representative and/or Buyer’s independent auditor and provide each access to the books and records of the Property and all
related information regarding the Property, including, without limitation, three (3) calendar years of audited books and records
of the Property that qualify, comply with, and can be used in a public offering. Should three (3) calendar years of audited books
and records not be available, then Seller shall supply as many years of audited books and records that exist, but in no event shall
Seller provide less than one (1) year of audited books and records. At Closing, Seller shall provide to Buyer a representation
letter regarding the books and records of the Property, in substantially the form of Exhibit I attached hereto, in connection
with auditing the Property in accordance with generally accepted auditing standards. At Buyer’s request, at any time within
one (1) year after the Closing, Seller shall provide Buyer with such additional books, records, representation letters and such
other matters reasonably determined by Buyer as necessary to satisfy its or its affiliated parties' obligations as a real estate
investment trust and/or the requirements (including, without limitations, any regulations) of the Securities and Exchange Commission.
The provisions of this Section 32 shall survive the Closing.


33.      WAIVER
OF JURY TRIAL. TO THE EXTENTS PERMITTED BY LAW, SELLER AND BUYER HEREBY EXPRESSLY WAIVE THEIR RIGHT TO A TRIAL
BY JURY OF ANY CLAIM (I) ARISING UNDER ANY OF THE DOCUMENTS TO BE EXECUTED AND DELIVERED AT CLOSING, OR (II) CONNECTED WITH OR
RELATED TO THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT, WHETHER NOW EXISTING OR HEREAFTER ARISING. SELLER OR BUYER MAY FILE
AN ORIGINAL OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE FOREGOING WAIVER.


34.      NON-WAIVER.
No waiver of any provision of this Agreement shall be deemed to have been made unless it is expressed in writing and signed by
the party charged with making the waiver. No delay or omission in the exercise of any right or remedy accruing upon a breach of
this Agreement shall impair such right or remedy or be construed as a waiver of such breach. The waiver of any breach of this Agreement
shall not be deemed to be a waiver of any other breach hereof.


 


[Signatures appear on following page.]




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IN WITNESS WHEREOF,
the parties hereto have executed one or more copies of this Agreement as a sealed instrument the day and year first above written.


 


	SELLER: 	TOWER JACKSON, LLC, a Delaware limited liability company
	 	 
	 	By:  Tower Investments, LLC
	 	Its:  Sole Member
	 	 
	 	By:  Tower Investments, Inc.
	 	Its:  Managing Member
	 	 
	 	 
	 	By:  /s/ David Marks
	 	Name:  David Marks
	 	Title:  Senior Vice President
	 	 
	 	 
	BUYER:	PLYMOUTH REAL ESTATE INVESTORS, INC., a Massachusetts corporation
	 	 
	 	By:     /s/ Pendleton P. White, Jr.
	 	Name: Pendleton P. White, Jr.
	 	Title:   President


 


 


 


 


 


 


 


 


 


 


 


 


 


 


[Signature Page to Purchase and Sale Agreement
and Escrow Instructions]


 




    	 



    	 



    

The undersigned Escrow Holder hereby joins
in to this Agreement to acknowledge its consent to the terms and provisions of this Agreement.


 


First
American Title Insurance Company, Escrow Holder


 


By:     /s/ Susan Felts                                     

Name: Susan Felts                                         

Title:  Manager                                              


Date: 5/2/14                                                 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


[Escrow Holder Signature Page to Purchase
and Sale Agreement and Escrow Instructions]


 




    	 



    	 



    

EXHIBIT A


LEGAL
DESCRIPTION OF THE LAND


210 American Drive:


Land in Madison County, Tennessee, beginning
at a common property corner of Parcel 2.00, Map 79 (i.e. Deed Book 479, Page 611, R.O.M.C., TN) and Parcel 3 (i.e. Deed Book 474,
Page 64, R.O.M.C., TN) and being more particularly described as follows:


 


Beginning at the aforesaid property corner
and iron pin; thence; North 88° 14' 30'' West, 463.33 feet to an existing iron pin; thence, following a curve to the right
with a delta of 45° 54' 46'', a radius of 419.29 feet, a tangent of 177.60 feet, a length of 335.99 feet, a chord length of
327.07 feet, a chord bearing of North 35° 30' 16'' West, to an iron pin; thence, North 14° 43' 22'' West, 131.71 feet to
an iron pin; thence North 05° 23' 40'' West 194.60 feet to an iron pin; thence, North 01° 45' 30'' East, 708.40 feet to
an iron pin on the southerly right-of-way of American Drive; thence, following said right-of-way with a curve to the left with
a delta of 38° 35' 22'', a radius of 631.33 feet, a tangent of 221.02 feet, a length of 425.21 feet, a chord length of 417.22
feet a chord bearing North 68° 46' 07'' East to an iron pin; thence, North 50° 44' 30'' East, 199.91 feet to an iron pin;
thence, following a curve to the right with a delta of 32° 10' 43'', a radius of 593.99 feet, a tangent length of 171.33 feet,
a length of 333.60 feet, a chord length of 329.23 feet, a chord bearing of North 66° 50' 08'' East to an iron pin; thence,
North 82° 55' 30'' East 368.60 feet to an iron pin on the westerly right-of-way of North Parkway East; thence, along said westerly
right-of-way, South 06° 24' 30'' East, 2,525.98 feet to an iron pin on the northerly right-of-way of Bendix Drive; thence,
along said right-of-way, North 88° 14' 30'' West 833.68 feet to an iron pin; thence, North 01° 46' 00'' East 722.78 feet
to an iron pin and the point of beginning, containing 2,629.756 square feet, or 60.371 acres, more or less.


 


Being the same property conveyed to TOWER
JACKSON, LLC, by deed from TENNESSEE REAL ESTATE HOLDING CO., of record in Book D684, Page 273, dated October 24, 2006, in the
Register’s Office for Madison County, Tennessee.


 


LESS AND EXCEPT:


 


 





 




    	A-1



    	 



    

EXHIBIT B


DOCUMENTS


		1.	Operating Statements. Operating statements of the Property for the 3 years preceding the
date of this Agreement and the current year-to-date (“Operating Statements”). Copies of all of Seller’s
books and records with respect to the Property.



		2.	Management and/or Leasing Agreements. Copies of any management and/or leasing agreements
under which the Property is managed and/or leased.



		3.	Tax Statements. Copies or a summary of ad valorem tax statements for the current or most
recently available tax period and for the prior 36 months including the Property’s tax identification number(s); and latest
value renditions.



		4.	Insurance. Copies of Seller’s certificate of insurance for the Property, all insurance
policies, a loss history, a list of any current claims relating to the Property, and any notices received by Seller from insurance
carriers within the last 12 months.



		5.	Budget. Seller’s most recent budget for the Property, including the forthcoming year,
if applicable.



		6.	Service Contracts. A list together with copies of all management, leasing, security, maintenance,
service, supply, equipment rental and other contracts related to the operation of the Property (“Service Contracts”).



		7.	Proceedings. Copies of any documents or materials relating to any current litigation, investigation,
condemnation, or other proceeding pending or threatened against Seller or affecting the Property.



		8.	Tangible Personal Property. A current inventory of all tangible personal property and fixtures
owned by Seller (if any).



		9.	Maintenance Records. All maintenance work orders for the prior 12 months.



		10.	List of Capital Improvements. A list of all capital improvements performed on the Property
within the prior 24 months.



		11.	Reports. Any environmental, geotechnical, soil, engineering and drainage reports, assessments,
audits and surveys.



		12.	As-Built Survey; Title Policy. All existing as-built surveys of the Property; and all existing
title policies related to the Property.



		13.	Site Plans. All site plans relating to the Property.





    	B-1



    	 



    

 


		14.	As-Built Plans and Specifications. All as-built construction, architectural, mechanical,
electrical, plumbing, landscaping and grading plans and specifications relating to the Property.



		15.	Permits and Warranties. Copies of all warranties and guaranties (including without limitation
any roof warranty), permits, certificates of occupancy, licenses and other approvals related to the Property.



		16.	General. N/A



		17.	Financial Statements. Copies of financial statements reflecting the operation of the Property
for the prior 2 calendar years, including statements of cash flow and year-end balance sheets, and statements of income, expense,
accounts payable and accounts receivable for each such year, each prepared in accordance with generally accepted accounting principles
consistently applied, and fairly presenting the financial position of Seller with respect to the Property at the end of each such
year and the results of the operations thereof for such year.



		18.	Leases. Copies of all Leases and any amendments thereto.



		19.	Commission Schedule and Agreements. A schedule (“Commission Schedule”)
and copies of all commission agreements related to the Leases or the Property.



		20.	Financial Statements for Perseus Distribution, Inc. Copies of financial statements for Perseus
Distribution, Inc. for the prior year.



 




    	B-2



    	 



    

EXHIBIT C


FORM
OF TENANT ESTOPPEL CERTIFICATE


___________, 2014


The undersigned (“Tenant”),
hereby states, certifies and affirms the following with respect to the possible sale of the Property (as defined below) to _________________,
a Delaware limited liability company, and its successors and assigns (the “Buyer”), with the knowledge and intent that
the Buyer shall rely hereon:


1.      The Tenant, as the tenant, and
____________ (“Landlord”), as the landlord, are parties to that certain lease dated ________________ __, ____ (“Original
Lease”), whereby the Tenant leased approximately ________ square feet of space (the “Leased Premises”) in a portion
of the Property known as ___________________________________, and more particularly described in the Original Lease (the “Property”).


2.      The Original Lease has not been
amended or modified in any respect whatsoever except for the amendments or modifications listed on Exhibit A attached hereto,
if any (collectively with the Original Lease, hereinafter referred to as the “Lease”) and constitutes the complete
agreement between the Landlord and the Tenant with respect to the Leased Premises.


3.      The minimum rent currently payable
under the Lease is in the amount of $___________ per month which has been paid through ___________, 2014; and except for the current
month, no rent has been paid in advance. Excluding electricity charges, Tenant’s pro rata share of operating expenses, real
estate taxes and other “pass-through” charges [in excess for the amount of such charges during the base year] is
__________% and is currently paying $______ per month in additional rent for estimated “pass through” charges.


4.      Tenant has no current known claims,
counterclaims, defenses or setoffs against Landlord or to the payment of rent or other charges arising from the Lease or otherwise,
nor is Tenant entitled to any tenant improvement allowance or other concession payment from Landlord or any free rent for any period
after the date of this certification except as follows: (state none, if applicable) _______________.


5.      The Tenant has accepted and is
in possession of the Leased Premises. All improvements, alterations and space required to be furnished by Landlord pursuant to
the Lease have been completed, all sums required to be paid by Landlord to Tenant in connection with the improvements (including,
without limitation, any tenant allowance or rebate) have been paid in full, and all other conditions precedent to the commencement
of the term of the Lease have been satisfied.


The term of the Lease commenced on _____________,
____, and the current term is scheduled to expire on _____________, 20__. Except as set forth in the Lease, the Tenant does not
have (i) a right to renew the Lease, or (ii) any option to expand the Leased Premises. Tenant has no right or option to purchase
any part of the Leased Premises or the Property.



    	C-1



    	 



     6.      To Tenant’s knowledge, there
is no event of default nor any fact or circumstance that, with the giving of notice or the passage of time or both, would constitute
an event of default under the Lease by Landlord or Tenant.


7.      Tenant has paid to Landlord, and
Landlord is holding on behalf of Tenant, a security deposit in the amount of $__________________ and in the form of ____________.


8.      No actions, whether voluntary
or otherwise, are pending against Tenant under the bankruptcy laws of the United States or any state thereof.


9.      The address of Tenant for receipt
of notices is as set forth in the Lease.


10.      Neither the Lease nor the Leased
Premises have been sublet, assigned, mortgaged or encumbered (in whole or in part), except as follows: (state none, if applicable)
____________.


11.      To Tenant’s actual knowledge,
Tenant has not generated, used, stored, spilled, or disposed of, or released any Hazardous Substances at, on or in the Leased Premises
in violation of any applicable law or which requires a cleanup or remediation or reporting to a governmental body under any applicable
law. “Hazardous Substances” shall not include those materials that are technically within the definition provided for
in the Lease but that are contained in prepackaged office supplies, cleaning materials, or personal grooming items or other items
that are sold for consumer or commercial use and typically used in other similar buildings or space.


12.      This certification shall be binding
upon Tenant and shall inure to the benefit of Landlord, Buyer and any lender (“Lender”) to Buyer (or to Buyer’s
owners), each of the respective successors and assigns of Landlord, Buyer and Lender, and all parties claiming through or under
such persons or any such successor or assign; and Tenant acknowledges that Buyer is purchasing the Property in reliance on this
certification.


IN WITNESS WHEREOF,
the undersigned has caused this Certificate to be duly executed as of the ___ day of ____________, 2014.


TENANT:


______________________, a ____________


 


 


By:_________________________


Name:


Title:


 




    	C-2



    	 



    

 


EXHIBIT A TO TENANT ESTOPPEL


[LIST OF AMENDMENTS AND MODIFICATIONS]




    	C-3



    	 



    

EXHIBIT D


FORM OF SPECIAL WARRANTY DEED


This instrument was prepared by:


Christopher D. Lalonde


Nelson Mullins Riley & Scarborough, LLP


150 Fourth Avenue, North, Suite 1100


Nashville, Tennessee 37219


 


SPECIAL WARRANTY DEED


 


 


	 	 	 
	ADDRESS OF NEW OWNER	SEND TAX BILLS TO	MAP/PARCEL NO.
	 	 	 
	 	 	Map ___ Parcel ___
	 	[SAME]	 
	 	 	 
	 	 	 


 


 


 


FOR AND IN CONSIDERATION
of the sum of Ten ($10.00) Dollars cash in hand paid by the hereinafter named Grantee, and other good and valuable considerations,
the receipt and sufficiency of which are hereby acknowledged, TOWER JACKSON, LLC, a Delaware limited liability company (the "Grantor")
has bargained and sold, and by these presents does transfer and convey unto ___________________, LLC, a Delaware limited liability
company (the "Grantee"), and Grantee's successors and assigns, a certain tract or parcel of land in Madison County,
State of Tennessee, being more particularly described on Exhibit A attached hereto.


 


This is improved property
located at 210 American Drive, Jackson, Madison County, Tennessee.


 


TO HAVE AND TO HOLD the
said tract or parcel of land with the appurtenances, estate, title, and interest thereto belonging to the said Grantee, Grantee's
successors and assigns, forever.


 


Conveyance is made subject
to the permitted exceptions listed on the attached Exhibit B.


 


And Grantor does further
covenant and bind itself, its successors and assigns, to warrant and forever defend the title to the Property to the said Grantee,
its successors and assigns against the lawful claims of all persons claiming by, through or under the Grantor, but not further
or otherwise. Wherever used, the singular number shall include the plural, the plural the singular, and the use of any gender shall
be applicable to all genders.


 


[SIGNATURE PAGE FOLLOWS]


 




    	D-1



    	 



    

IN WITNESS WHEREOF, the
Grantor has caused this Deed to be executed this ____ day of ________________, 2014.


 


TOWER JACKSON, LLC, a Delaware
limited liability company


 


By: Tower Investments, LLC


Its: Sole Member


 


By: Tower Investments, Inc.


Its: Managing Member


 


 


By:____________________________________


Name: David Marks

Title: Senior Vice President


 


 


STATE OF CALIFORNIA      )


     )


COUNTY OF _________      )


 


 


On __________________,
2014, before me __________________________________, notary public, personally appeared __________________________________ who proved
to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged
to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person or the entity
upon behalf of which the person acted, executed the instrument


 


I certify under PENALTY
OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct


 


WITNESS my hand and official seal.


	Signature _____________________________________	(Notarial Seal) _________


Commission Expires: ___________________________


 


 


 


 


 




    	D-2



    	 



    

 


 


	 


STATE OF TENNESSEE    )


COUNTY OF DAVIDSON   )


 


The actual consideration or value, whichever
is greater for this transfer is $12,700,000.00


 


_________________________________


Affiant


 


Subscribed and sworn to before me this the
____ day of _____________, 2014.


 


_________________________________


Notary Public


My Commission Expires:________________


	 


 


 




    	D-3



    	 



    

EXHIBIT A


 


PROPERTY DESCRIPTION


 


210 American Drive:


Land in Madison County, Tennessee, beginning
at a common property corner of Parcel 2.00, Map 79 (i.e. Deed Book 479, Page 611, R.O.M.C., TN) and Parcel 3 (i.e. Deed Book 474,
Page 64, R.O.M.C., TN) and being more particularly described as follows:


 


Beginning at the aforesaid property corner
and iron pin; thence; North 88° 14' 30'' West, 463.33 feet to an existing iron pin; thence, following a curve to the right
with a delta of 45° 54' 46'', a radius of 419.29 feet, a tangent of 177.60 feet, a length of 335.99 feet, a chord length of
327.07 feet, a chord bearing of North 35° 30' 16'' West, to an iron pin; thence, North 14° 43' 22'' West, 131.71 feet to
an iron pin; thence North 05° 23' 40'' West 194.60 feet to an iron pin; thence, North 01° 45' 30'' East, 708.40 feet to
an iron pin on the southerly right-of-way of American Drive; thence, following said right-of-way with a curve to the left with
a delta of 38° 35' 22'', a radius of 631.33 feet, a tangent of 221.02 feet, a length of 425.21 feet, a chord length of 417.22
feet a chord bearing North 68° 46' 07'' East to an iron pin; thence, North 50° 44' 30'' East, 199.91 feet to an iron pin;
thence, following a curve to the right with a delta of 32° 10' 43'', a radius of 593.99 feet, a tangent length of 171.33 feet,
a length of 333.60 feet, a chord length of 329.23 feet, a chord bearing of North 66° 50' 08'' East to an iron pin; thence,
North 82° 55' 30'' East 368.60 feet to an iron pin on the westerly right-of-way of North Parkway East; thence, along said westerly
right-of-way, South 06° 24' 30'' East, 2,525.98 feet to an iron pin on the northerly right-of-way of Bendix Drive; thence,
along said right-of-way, North 88° 14' 30'' West 833.68 feet to an iron pin; thence, North 01° 46' 00'' East 722.78 feet
to an iron pin and the point of beginning, containing 2,629.756 square feet, or 60.371 acres, more or less.


 


Being the same property conveyed to TOWER
JACKSON, LLC, by deed from TENNESSEE REAL ESTATE HOLDING CO., of record in Book D684, Page 273, dated October 24, 2006, in the
Register’s Office for Madison County, Tennessee.


 


LESS AND EXCEPT:


 


 





 


 




    	D-4



    	 



    

EXHIBIT B


 


PERMITTED EXCEPTIONS


 


 


 




    	D-5



    	 



    

EXHIBIT E


BILL
OF SALE AND ASSIGNMENT


FOR VALUABLE CONSIDERATION,
the receipt and sufficiency of which are hereby acknowledged, effective as of the Closing Date, TOWER JACKSON, LLC, a Delaware
limited liability company (“Seller”), does hereby bargain, sell, grant, assign, transfer, set over and deliver
unto _________________________, LLC, a Delaware limited liability company (“Buyer”), all of Seller’s
right, title and interest in and to all of the Personal Property and the Intangible Property. Seller warrants and represents that
it has good title to the property conveyed hereby, and it has not been pledged, transferred or assigned to any other person, and
Seller is duly authorized to sell and convey the property to Buyer.


Seller shall, at
any time and from time to time, upon the request of Buyer, execute, acknowledge and deliver all such further acts, deeds, assignments,
transfers, conveyances and assurances, and take all such further actions, as shall be necessary or desirable to give effect to
the transactions hereby consummated and to collect and reduce to the possession of Buyer any and all of the interests and assets
hereby transferred to Buyer.


SELLER MAKES NO REPRESENTATIONS
OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PERSONAL PROPERTY AND THE INTANGIBLE PROPERTY, INCLUDING, WITHOUT LIMITATION,
THE HABITABILITY, CONDITION OR FITNESS THEREOF FOR ANY PARTICULAR USE OR PURPOSE. BUYER AGREES THAT THE PERSONAL PROPERTY
AND INTANGIBLE PROPERTY ARE CONVEYED BY SELLER AND ACCEPTED BY BUYER IN AN "AS IS, WHERE IS" CONDITION,
AND SELLER SPECIFICALLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE.


 


As used herein,
all initially capitalized terms not defined herein shall have the meanings assigned to such terms in that certain Purchase and
Sale Agreement and Escrow Instructions dated as of April __, 2014 between Buyer and Seller (the “Purchase Agreement”).


IN WITNESS WHEREOF,
Seller has executed this Bill of Sale and Assignment as of Closing Date.


TOWER JACKSON, LLC, a Delaware
limited liability company


 


By: Tower Investments, LLC


Its: Sole Member


 


By: Tower Investments, Inc.


Its: Managing Member


 


 


By:_____________________________________


Name: David Marks

Title: Senior Vice President




    	E-1



    	 



    

EXHIBIT F


ASSIGNMENT
AND ASSUMPTION OF LEASES


FOR VALUABLE CONSIDERATION,
the receipt and sufficiency of which are hereby acknowledged, effective as of the Closing Date (as hereinafter defined), TOWER
JACKSON, LLC, a Delaware limited liability company (“Assignor”), does hereby assign, sell, transfer, set
over and deliver to ___________ (“Assignee”), all of the landlord’s right, title and interest in and to
the leases and/or licenses more particularly described on Exhibit A attached hereto and incorporated herein, all of which
are in full force and effect (the “Leases”), together with all guaranties of the Leases and all unapplied security
deposits, prepaid rentals, unapplied cleaning fees and other unapplied deposits paid or deposited by any tenant thereunder to Assignor,
as landlord, or any other person on Assignor’s behalf pursuant to the Leases (together with any interest which has accrued
for the account of the respective tenant). The Leases affect the real property described on Exhibit B attached hereto and
made a part hereof (the “Real Property”).


Assignee hereby
accepts the foregoing assignment and assumes and agrees to perform and observe all of the obligations, covenants, terms and conditions
to be performed or observed by Assignor under the Leases arising from and after the Closing Date.


Assignor hereby
acknowledges that Assignor has retained, and Assignee shall not assume or be responsible for, any of the obligations, covenants,
terms and conditions of the Leases, with respect to obligations to be performed or observed by the landlord thereunder arising
at any time prior to the Closing Date or rights accruing to landlord prior to the Closing Date.


Assignee hereby
acknowledges that Assignee has assumed, and Assignor shall not be responsible for, any of the obligations, covenants, terms and
conditions of the Leases, with respect to obligations to be performed or observed by the landlord thereunder arising at any time
after to the Closing Date or rights accruing to landlord after the Closing Date.


Assignor hereby
agrees to protect, defend, indemnify Assignee and its successors, assigns, affiliates, directors, officers, employees and partners
of any of them, and hold each of them harmless from any and all claims, liabilities, damages, and penalties and any and all loss,
cost, or expense (including, without limitation, reasonable attorneys’ fees and costs and court costs) incurred by Assignee
incident to, resulting from, or in any way arising out of any failure by Assignor to perform and observe the obligations, covenants,
terms and conditions retained by Assignor hereunder. Assignee hereby agrees to protect, defend, indemnify Assignor and its successors,
assigns, affiliates, directors, officers, employees and partners of any of them and hold each of them harmless from any and all
claims, liabilities, damages, and penalties and any and all loss, costs, or expense (including, without limitation, reasonable
attorneys’ fees and costs and court costs) incurred by the Assignor incident to, resulting from, or in any way arising out
of any failure by Assignee to perform and observe the obligations, covenants, terms and conditions assumed by Assignee hereunder;
provided, however, that to the extent Assignor has delivered tenant security deposits to Assignee and complied with applicable
law, Assignor shall have no further liability for the return of such delivered tenant security deposits. Each of the parties hereto
further agrees, upon notice from the other, to contest any demand, claim, suit, or action against which each party has hereinabove
agreed to indemnify and hold the other and all such




    	F-1



    	 



    

 


other parties harmless, and to defend
any action that may be brought in connection with any such demand, claim, suit, or action, or with respect to which each party
has hereinabove agreed to hold the other and all such other parties harmless, and to bear all costs and expenses of such contest
and defense. The indemnities set forth herein shall be deemed to be material and shall survive the Closing Date.


Assignor and Assignee
shall, at any time and from time to time, upon the reasonable request of the other, execute, acknowledge and deliver all such further
acts, deeds, assignments, transfers, conveyances, powers of attorney and assurances, and take all such further actions, as shall
be necessary or desirable to give effect to the transactions hereby consummated and to collect and reduce to the possession of
Assignee any and all of the interests and assets hereby transferred to Assignee.


As used herein,
“Closing Date” shall have the meaning assigned to that term in that certain Purchase and Sale Agreement and
Escrow Instructions dated as of April __, 2014 between Assignor and Assignee.


This Assignment
and Assumption of Leases may be executed in counterparts with the same effect as if all parties hereto had executed the same document.
All counterparts shall be construed together and shall constitute a single Assignment and Assumption of Leases.




    	F-2



    	 



    

IN WITNESS WHEREOF,
this Assignment and Assumption of Leases has been executed by Assignor and Assignee and is effective as of the Closing Date.


ASSIGNOR:


TOWER JACKSON, LLC, a Delaware
limited liability company


 


By: Tower Investments, LLC


Its: Sole Member


 


By: Tower Investments, Inc.


Its: Managing Member


 


 


By:_______________________________________


Name: David Marks

Title: Senior Vice President


ASSIGNEE:


__________________________ LLC,

a Delaware limited liability company


 


By:     _______________________


_______________________


_______________________




    	F-3



    	 



    

Exhibit A


Leases




    	F-4



    	 



    

Exhibit B


Legal Description


 


210 American Drive:


Land in Madison County, Tennessee, beginning
at a common property corner of Parcel 2.00, Map 79 (i.e. Deed Book 479, Page 611, R.O.M.C., TN) and Parcel 3 (i.e. Deed Book 474,
Page 64, R.O.M.C., TN) and being more particularly described as follows:


 


Beginning at the aforesaid property corner
and iron pin; thence; North 88° 14' 30'' West, 463.33 feet to an existing iron pin; thence, following a curve to the right
with a delta of 45° 54' 46'', a radius of 419.29 feet, a tangent of 177.60 feet, a length of 335.99 feet, a chord length of
327.07 feet, a chord bearing of North 35° 30' 16'' West, to an iron pin; thence, North 14° 43' 22'' West, 131.71 feet to
an iron pin; thence North 05° 23' 40'' West 194.60 feet to an iron pin; thence, North 01° 45' 30'' East, 708.40 feet to
an iron pin on the southerly right-of-way of American Drive; thence, following said right-of-way with a curve to the left with
a delta of 38° 35' 22'', a radius of 631.33 feet, a tangent of 221.02 feet, a length of 425.21 feet, a chord length of 417.22
feet a chord bearing North 68° 46' 07'' East to an iron pin; thence, North 50° 44' 30'' East, 199.91 feet to an iron pin;
thence, following a curve to the right with a delta of 32° 10' 43'', a radius of 593.99 feet, a tangent length of 171.33 feet,
a length of 333.60 feet, a chord length of 329.23 feet, a chord bearing of North 66° 50' 08'' East to an iron pin; thence,
North 82° 55' 30'' East 368.60 feet to an iron pin on the westerly right-of-way of North Parkway East; thence, along said westerly
right-of-way, South 06° 24' 30'' East, 2,525.98 feet to an iron pin on the northerly right-of-way of Bendix Drive; thence,
along said right-of-way, North 88° 14' 30'' West 833.68 feet to an iron pin; thence, North 01° 46' 00'' East 722.78 feet
to an iron pin and the point of beginning, containing 2,629.756 square feet, or 60.371 acres, more or less.


 


Being the same property conveyed to TOWER
JACKSON, LLC, by deed from TENNESSEE REAL ESTATE HOLDING CO., of record in Book D684, Page 273, dated October 24, 2006, in the
Register’s Office for Madison County, Tennessee.


 


LESS AND EXCEPT:


 


 


 


 




    	F-5



    	 



    

EXHIBIT G


ASSIGNMENT
AND ASSUMPTION OF CONTRACTS


FOR VALUABLE CONSIDERATION,
the receipt and sufficiency of which are hereby acknowledged, effective as of the Closing Date (as hereinafter defined), TOWER
JACKSON, LLC, a Delaware limited liability company (“Assignor”), does hereby assign, sell, transfer, set
over and deliver to _____________________________, LLC, a Delaware limited liability company (“Assignee”),
all of Assignor’s right, title and interest in and to the contracts described on Exhibit A attached hereto and made
a part hereof (the “Approved Contracts”).


Assignee hereby
accepts the foregoing assignment and assumes and agrees to perform and observe all of the obligations, covenants, terms and conditions
to be performed or observed by Assignor under the Approved Contracts arising from and after the Closing Date.


Assignor hereby
acknowledges that Assignor has retained and Assignee shall not assume or be responsible for any of the obligations, covenants,
terms and conditions of the Approved Contracts to be performed or observed by Assignor thereunder arising at any time prior to
the Closing Date.


Assignee hereby
acknowledges that Assignee has assumed and Assignor shall not retain or be responsible for any of the obligations, covenants, terms
and conditions of the Approved Contracts to be performed or observed by Assignee thereunder arising at any time after the Closing
Date.


Assignor hereby
agrees to protect, defend, indemnify Assignee and its successors, assigns, affiliates, directors, officers, employees and partners
of any of them, and hold each of them harmless from any and all claims, liabilities, damages, and penalties and any and all loss,
cost or expense (including, without limitation, reasonable attorneys’ fees and court costs) incurred by Assignee incident
to, resulting from, or in any way arising out of any failure by Assignor to perform and observe the obligations, covenants, terms
and conditions retained by Assignor hereunder. Assignee hereby agrees to protect, defend, indemnify Assignor and its successors,
assigns, affiliates, directors, officers, employees and partners of any of them and hold each of them harmless from any and all
claims, liabilities, damages, and penalties and any and all loss, costs, or expense (including, without limitation, reasonable
attorneys’ fees and court costs) incurred by the Assignor incident to, resulting from, or in any way arising out of any failure
by Assignee to perform and observe the obligations, covenants, terms and conditions assumed by Assignee hereunder. Each of the
parties hereto further agrees, upon notice from the other, to contest any demand, claim, suit, or action against which each party
has hereinabove agreed to indemnify and hold the other and all such other parties harmless, and to defend any action that may be
brought in connection with any such demand, claim, suit, or action, or with respect to which each party has hereinabove agreed
to hold the other and all such other parties harmless, and to bear all costs and expenses of such contest and defense. The indemnities
set forth herein shall be deemed to be material and shall survive the Closing Date.




    	G-1



    	 



    

 


Assignor shall,
at any time and from time to time, upon the reasonable request of Assignee, execute, acknowledge and deliver all such further acts,
deeds, assignments, transfers, conveyances, powers of attorney and assurances, and take all such further actions, as shall be reasonably
necessary to give effect to the transactions hereby consummated and to collect and reduce to the possession of Assignee any and
all of the interests and assets hereby transferred to Assignee.


As used herein,
“Closing Date” shall have the meaning assigned to that term in that certain Purchase and Sale Agreement and Escrow
Instructions dated as of April __, 2014 between Assignor, Assignee and the other parties named therein.


This Assignment
and Assumption of Contracts may be executed in counterparts with the same effect as if all parties hereto had executed the same
document. All counterparts shall be construed together and shall constitute a single Assignment and Assumption of Contracts.




    	G-2



    	 



    

IN WITNESS WHEREOF,
this Assignment and Assumption of Contracts has been executed by Assignor and Assignee and is effective as of the Closing Date.


ASSIGNOR


TOWER JACKSON, LLC, a Delaware
limited liability company


 


By: Tower Investments, LLC


Its: Sole Member


 


By: Tower Investments, Inc.


Its: Managing Member


 


 


By:____________________________________


Name: David Marks

Title: Senior Vice President


ASSIGNEE


__________________________ LLC,

a Delaware limited liability company


 


By:     _______________________


_______________________


_______________________




    	G-3



    	 



    

Exhibit A


 


Approved Contracts


 


 




    	G-4



    	 



    

EXHIBIT H


SELLER’S
FIRPTA CERTIFICATE


 


To inform [___________________________]
(the “Transferee”) that withholding of tax under Section 1445 of the Internal Revenue Code of 1986, as amended
(“Code”) will not be required by TOWER JACKSON, LLC, a Delaware limited liability company (the “Transferor”),
the undersigned hereby certifies the following on behalf of the Transferor:


5.      The Transferor
is not a foreign corporation, foreign partnership, foreign trust, foreign estate or foreign person (as those terms are defined
in the Code and the Income Tax Regulations promulgated thereunder);


6.      The Transferor
is not a disregarded entity as defined in Section 1.1445-2(b)(2)(iii);


7.      The Transferor’s
U.S. employer or tax (social security) identification number is __________________; and


8.      The Transferor’s
address is [c/o Tower Investments, LLC, 250 W. Main Street, Suite 101, Woodland, CA 95695].


The Transferor understands that this
Certification may be disclosed to the Internal Revenue Service by the Transferee and that any false statement contained herein
could be punished by fine, imprisonment, or both.


Under penalty of perjury I declare that
I have examined this Certification and to the best of my knowledge and belief it is true, correct and complete, and I further declare
that I have authority to sign this document on behalf of the Transferor.


	Dated:  _______________, 2014	
        TOWER JACKSON, LLC, a Delaware limited liability company

         

        By: Tower Investments, LLC

        Its: Sole Member

         

        By: Tower Investments, Inc.

        Its: Managing Member

         

        By:      ___________________________

        Name: David Marks

              Title: Senior Vice President

         

         

	 	 


 




    	H-1



    	 



    

EXHIBIT I


AUDIT
LETTER


Marcum LLP


117 Kendrick Street, Suite 800


Needham, MA 02494


[Current Date]


Ladies and Gentlemen:


We are providing this letter in connection with your
audit of the Statement of Revenue over Certain Operating Expenses (“Statement”) of 210 American Drive, Jackson, Madison
County, Tennessee (the “Property”) for the year ended December 31, 201__ for the purpose of expressing an opinion as
to whether the Statement presents fairly, in all material respects, the revenue and certain operating expenses in conformity with
the accrual method of accounting.


Certain representations in this letter are described
as being limited to matters that are material. Items are considered material, regardless of size, if they involve an omission or
misstatement of accounting information that, in the light of surrounding circumstances, makes it probable that the judgment of
a reasonable person relying on the information would be changed or influenced by the omission or misstatement.


We confirm, to the best of our knowledge and belief,
the following representations made to you during your audit:


		1.	We have made available to you all financial records and related data.



		2.	There are no:



		a.	Violations or possible violations of laws or regulations, whose effects should be considered for
disclosure in the Statement or as a basis for recording a loss contingency.



		b.	Unasserted claims or assessments that our lawyers have advised us are probable of assertion and
must be disclosed in accordance with FASB Accounting Standards Codification (ASC) 450, Contingencies.



		c.	Other liabilities or gain or loss contingencies that are required to be accrued or disclosed by
FASB ASC 450, Contingencies.



		d.	Material transactions that have not been properly recorded in the accounting records underlying
the Statement.



		e.	Events that have occurred subsequent to the Statement date and through the date of this letter
that would require adjustment to or disclosure in the Statement.





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		3.	We acknowledge our responsibility for the design and implementation of programs and controls to
prevent, deter and detect fraud. We understand that the term “fraud” includes misstatements arising from fraudulent
financial reporting and misstatements arising from misappropriation of assets.



		4.	We have no knowledge of any fraud or suspected fraud affecting the entity involving:



		a.	Management,



		b.	Employees who have significant roles in internal control over financial reporting, or



		c.	Others where the fraud could have a material effect on the Statement.



		5.	We have no knowledge of any allegations of fraud or suspected fraud affecting the entity received
in communications from employees, former employees, or others.



		6.	We have no knowledge of any officer or director of the Property, or any other person acting under
the direction thereof, having taken any action to fraudulently influence, coerce, manipulate or mislead you during your audit.




		7.	The Property has complied with all aspects of contractual agreements that would have a material
effect on the Statement in the event of noncompliance.



		8.	All income from operating leases is included as revenue in the Statement. No other forms of revenue
are included in the Statement.



Further, we confirm that we are responsible for the
fair presentation in the Statement of the results of revenue over certain operating expenses for the year ended December 31, 201__
in conformity with the accrual method of accounting.


Very truly yours,


TOWER JACKSON, LLC, a Delaware limited
liability company


 


By: Tower Investments, LLC


Its: Sole Member


 


By: Tower Investments, Inc.


Its: Managing Member


 


 


By: _______________________


Name: David Marks

Title: Senior Vice President


and


By: _______________________


Name:

Title:


(Primary accounting decision maker)


 




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EXHIBIT
J


SELLER’S
CLOSING CERTIFICATE


This Certificate
(“Certificate”) is furnished pursuant to __________ of that certain Purchase and Sale Agreement dated as of
April ___, 2014 (the “Agreement”) by and between _________________, a _________ _________ (“Seller”),
and _____________________, LLC, a Delaware limited liability company (“Buyer”).


Unless otherwise
defined herein, all capitalized terms used herein shall have the meanings ascribed thereto in the Agreement.


The undersigned
hereby certifies that they are familiar with the Agreement, have made such investigations as they have deemed necessary to enable
them to deliver this Certificate and, based thereon, further certifies on behalf of Seller that:


All of the representations
and warranties made by Seller in the Agreement are true and correct in all material respects as of the Closing Date as if made
on and as of the Closing Date.


The foregoing certifications
are made and delivered this ___ day of _________, 2014.


SELLER:


TOWER JACKSON, LLC,

a Delaware limited liability company


By: Tower Investments, LLC


Its: Sole Member


 


By: Tower Investments, Inc.


Its: Managing Member


 


 


By:_____________________________________


Name: David Marks

Title: Senior Vice President


Date: _____________________


 




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EXHIBIT
K


EXISTING
CONTRACTS


 


None.




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EXHIBIT
L


Perseus
Distribution, Inc. lease Information


 


		a.	Amount of the space leased to tenant: 638,400 sq. ft.



 


		b.	List of all leases documents including all dates:



 


Lease Agreement dated as of April
12, 2012


 


		c.	Term of Lease: 7 years.



 


		d.	Commencement Date: Tenant occupied a portion of the premises as of lease execution, but
full occupancy occurred June 1, 2013.



 


		e.	Expiration Date: May 31, 2020.



 


		f.	Annual rental: $1,404,480.



 


		g.	Annual reimbursements for taxes, CAM, merchants’ association, and other expenses:
100%.



 


		h.	Unapplied free rent or other concessions: None.



 


		i.	All Tenant Inducement Costs: Lease provides for a $600,000 Tenant Improvement Allowance.
The unpaid balance of which is to be paid by Seller to Tenant at Closing.



 


		j.	Date through which rental has been paid: April 30, 2014.



 


		k.	Rental collected in advance: None.



 


		l.	Security deposit and interest accrued thereon: None.



 




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EXHIBIT
M


 


DISCLOSURES


 


None.


 




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EXHIBIT
N


 


LIMITED GUARANTY


In connection with
that certain Purchase and Sale Agreement and Escrow Instructions (the "Agreement") dated as of ______________,
2014 between TOWER JACKSON, LLC a Delaware limited liability company ("Seller"), and ___________________________,
a ________________ ("Buyer"), for good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged and confessed, TOWER INVESTMENTS, LLC, a Delaware limited liability company ("Guarantor"), hereby
unconditionally, absolutely and irrevocably guarantees (as a primary obligor and not merely as a surety) to Buyer, on this the
____ day of _________ 2014, the due and punctual payment and performance by Seller of its obligations, covenants and agreements
(including indemnification agreements) under the Agreement, and makes the following agreements with and in favor of Buyer:


(1)      All capitalized
terms not otherwise defined herein shall have the meanings given such terms in the Agreement.


(2)      Guarantor
hereby absolutely, unilaterally, unconditionally and irrevocably guaranties to Buyer, notwithstanding any modification or alteration
of the Agreement entered into by and between Buyer and Seller, to make the due and punctual payment of all money payable by Seller
under the Agreement up to an amount not to exceed One Hundred Thousand and 00/100 Dollars ($100,000.00).


(3)      Guarantor
hereby waives and agrees not to assert or to take advantage of (a) any right to require Buyer to proceed against or exhaust its
recourse against Seller or any security for the performance of Seller’s obligations, (b) presentment, demand for payment,
protest, or notice of acceptance of the Agreement, (c) all notice of nonperformance, nonpayment or nonobservance on the part of
Seller of the terms, covenants, conditions and provisions of the Agreement, (d) notice or right to consent to any amendments to
the Agreement or any of the documents to be executed and delivered by Seller at Closing, (e) any proceeding instituted under the
Bankruptcy Code with respect to Seller, (f) any right of setoff or compensation against amounts due under this Guaranty, or (g)
the right to interpose all substantive and procedural defenses of the law of guaranty, indemnification and suretyship.


(4)      Guarantor
hereby represents and warrants as follows:


(a)      as
of the date hereof, it directly or indirectly has invested in or controls Seller;


(b)      based
upon such relationship, Guarantor has determined that it is in its best interest to enter into this Guaranty;


(c)      the
benefits expected to be derived by Guarantor from its direct or indirect investment in Seller and from the consummation of the
transactions contemplated by the Agreement are at least equal to the obligations undertaken by Guarantor pursuant to this Guaranty;
and


 




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(d)      this
Guaranty has been duly executed by Guarantor and constitutes Guarantor's legal, valid and binding obligation, enforceable against
Guarantor in accordance with its terms.


(e)      


(5)      Guarantor
hereby consents and agrees that Buyer may at any time, and from time to time, without notice to or further consent from Guarantor,
whether with or without consideration, modify the terms of the Agreement or take or fail to take any action of any type whatsoever.
No such action which Buyer shall take or fail to take in connection with the Agreement or any security for the payment of the indebtedness
of Seller to Buyer or for the performance of any obligations or undertakings of Seller, nor any course of dealing with Seller or
any other person, shall release Guarantor's obligations hereunder, affect this Guaranty in any way or afford Guarantor any recourse
against Buyer.


(6)      Without limiting
the generality of the foregoing, the liability of Guarantor under this Guaranty shall not be deemed to have been waived, released,
discharged, impaired or affected by reason of any waiver or failure to enforce any of the obligations of Seller against Seller
under the Agreement or any discharge of Seller in any receivership, bankruptcy, winding-up or other creditors' proceedings or the
rejection, disaffirmance or disclaimer of the Agreement by any party in any action or proceeding, and shall continue with respect
to the periods prior thereto and thereafter. Guarantor further agrees that its guarantee shall continue to be effective or be reinstated,
as the case may be, if at any time any payment under the Agreement is rescinded or must otherwise be restored by Buyer on the bankruptcy
or reorganization of Seller.


(7)      This Guaranty
shall be one of payment and not of collection. All of the terms, agreements and conditions of this Guaranty shall extend to and
be binding upon Guarantor and its successors (however, Guarantor may not assign its obligations under this Guaranty in whole or
in part), and shall inure to the benefit of and may be enforced by Buyer and its successors and assigns.


(8)      Any indebtedness
of Seller now or hereafter held by Guarantor, including but not limited to any right to reimbursement of amounts paid by Guarantor
hereunder, is hereby subordinated to the indebtedness of Seller and Guarantor to Buyer.


(9)      Each provision
of this Guaranty shall be enforceable to the maximum extent not prohibited by law. If any provision or its application to any person
or circumstance shall be invalid or unenforceable, the remaining provisions, or the application of such provision to persons or
circumstances other than those as to which it is invalid or unenforceable, shall not be affected. This Guaranty contains the entire
agreement among the parties with respect to the subject matter hereof and supersedes all prior agreements relating to such subject
matter and cannot be amended or supplemented, except by a written agreement signed by the parties hereto. This Guaranty may be
executed in counterparts which together shall constitute the same instrument. This Guaranty shall be construed in accordance with
the internal laws, and not the law of conflicts, of the State of Tennessee.




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(10)      All notices
or other communications required or permitted hereunder will be in writing, and will be given by (a) certified mail, return receipt
requested, in which case notice shall be deemed delivered three (3) Business Days after deposit, postage prepaid in the U.S. mail,
(b) a nationally recognized and reputable messenger service or overnight courier, in which case notice shall be deemed delivered
one (1) Business Day after deposit with such messenger or courier on or prior to 5:00 p.m., Eastern Standard Time (if deposited
after such time, notice shall be deemed given upon receipt of the notice by the addressee), (c) electronic mail, in which case
notice shall be deemed delivered as of the date and time that transmission to recipient was completed or (d) personal delivery
with receipt acknowledged in writing, in which case notice shall be deemed delivered when received. The address of Buyer is as
set forth for Buyer in the Agreement, and the address for Guarantor is in care of Seller, as set forth in the Agreement.


(11)      In the event
of any action or proceeding at law or in equity between Buyer and Guarantor, the prevailing party, in addition to such other relief
as may be awarded, shall be entitled to recover from the unsuccessful party all reasonable costs and expenses, including, without
limitation, reasonable attorneys' fees and expenses, incurred in such action or proceeding and in any appeal in connection therewith
by such prevailing party.


(12)      Guarantor’s
obligations hereunder shall survive for a period of three (3) months after the Closing. Notwithstanding the foregoing, if, within
such three (3) month period, Buyer delivers written notice of a claim(s) to Seller, the three (3) month period shall be extended
with respect to such claim(s) until the earlier of (i) payment of such claim(s), (ii) final judgment issued by a court
of competent jurisdiction regarding the claim(s) after all appeal periods have expired, or (iii) mutual agreement of Purchaser
and Seller and settlement of such claim(s).


IN WITNESS WHEREOF,
Guarantor has caused this Guaranty to be duly executed and delivered as of the ____ day of ________, 2014.


GUARANTOR:


Tower Investments, LLC,

a Delaware limited liability company


By:_____________________________

Name:___________________________

Title:____________________________


 


 



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