EX-10.18



 Exhibit 10.18 

PURCHASE AND SALE AGREEMENT 

(WITH ESCROW INSTRUCTIONS) 

This Purchase and Sale Agreement (this “Agreement”) is entered into effective as of June 16, 2014 (the
“Effective Date”) by COPTER PROPERTIES, LLC, an Alabama limited liability company, as Seller (“Seller”), and ARCP ACQUISITIONS, LLC, a Delaware limited liability company, as Buyer (“Buyer”). 

RECITALS 

A. Buyer desires to purchase the Property (as defined below) from Seller and Seller desires to sell the Property to Buyer, all
as more particularly set forth in this Agreement. The Property is leased to CAS, INC., an Alabama corporation (“Tenant”) pursuant to a LEASE AGREEMENT dated September 21, 2012 (including any amendments or supplements and any
guaranties, security deposits, or other security relating thereto, the “Lease”). 
 B. In consideration of
the mutual covenants and undertakings set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Buyer (each, a “Party” and, collectively, the
“Parties”) agree as follows: 
 SUMMARY OF TERMS 

Certain key terms of this Agreement are summarized below, but remain subject to the applicable detailed provisions set forth
elsewhere in this Agreement. 
  

			
	 Property:
	  	 A ground leasehold estate in certain real property located at 345 Bob Heath Drive, Huntsville, Alabama, as legally described on Exhibit A attached
hereto (the “Land”), together with the building thereon containing approximately 120,000 square feet (the “Building”) and including the related property and rights described in this Agreement.

		
	 Purchase Price:
	  	 $23,050,000.00 (the “Purchase Price”).

		
	 Deposit:
	  	 $230,500.00 (such amount, together with all interest earned or accrued thereon, the “Deposit”).

		
	 Additional Deposit:
	  	 $230,500.00 (due on June 24, 2014)

		
	 Study Period:
	  	 From the Effective Date through June 23, 2014

		
	 Closing Date:
	  	 On or before July 3, 2014

		
	 Escrow Agent:
	  	 First American Title Insurance Company, National Commercial

Services (“Escrow Agent”)

2425 E. Camelback Road, Suite 300

Phoenix, Arizona 85016
 Attention:
Brandon Grajewski
 Tel: (602) 567-8145

Fax: (602) 567-8101
 Email:
bgrajewski@firstam.com










			
	 Notices Addresses for the Parties:

		
	 If to Seller:
	  	 Copter Properties, LLC

445 Bishop Street, Suite 200

Atlanta, GA 30318
 Attn: E. Murray
Reavis
 Tel: (678) 367-4213

Fax: (770) 491-1387
 Email:
murrayreavis@rookerco.com

		
	 with a copy to:
	  	 Triad Properties Corporation

100 Church Street SW, Suite 100

Huntsville, Alabama 35801
 Attn:
William Stroud
 Tel: (256) 428-0405

Fax: (256) 539-5500
 Email:
wstroud@triadproperties.com

		
	 with a copy to:
	  	 Schreeder, Wheeler & Flint, LLP

1100 Peachtree Street, Suite 800

Atlanta, Georgia 30309
 Attn:
Clifford A. Barshay, Esq.
 Tel: (404) 1681-3450

Fax: (404) 681-1046
 Email:
cbarshay@swfllp.com

		
	 If to Buyer:
	  	 ARCP Acquisitions, LLC

c/o American Realty Capital Properties, Inc.

7621 Little Avenue, Suite 200

Charlotte, North Carolina 28226

Attn: Karen Dean
 Tel: (704)
626-4394
 Fax: (480) 449-7012

Email: kdean@arcpreit.com

		
	 with a copy to:
	  	 ARCP Acquisitions, LLC

c/o American Realty Capital Properties, Inc.

7621 Little Avenue, Suite 200

Charlotte, North Carolina 28226

Attn: Kelly Levan
 Tel: (704)
626-4413
 Fax: (480) 449-7012

Email: klevan@arcpreit.com

		
	 Notice Provisions:
	  	 See Section 22.



  
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	 Seller’s Diligence Contact for scheduling physical inspections of the Property:

		
		  	 Name: William Stroud

Office Tel: (256) 428-0405
 Mobile
Tel: (256) 656- 9610
 Email: wstroud@triadproperties.com


 [Remainder of page intentionally left blank] 

  
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 1. PURCHASE AND SALE OF PROPERTY. Seller agrees to sell to Buyer, and
Buyer agrees to purchase from Seller, the Property upon and subject to the terms and conditions of this Agreement. As used in this Agreement: 

(a) “Real Property” means and includes (i) a leasehold estate in the Land, the Building, and all other
buildings, improvements, building systems and fixtures located upon the Land; (ii) all tenements, hereditaments, easements and appurtenances pertaining to the Land or the Building; and (iii) all mineral, water, irrigation and other
property rights of Seller, if any, running with or otherwise pertaining to the Land; and 
 (b) “Property”
means and includes (i) the Real Property; (ii) the Lease; (iii) all of Seller’s interest, if any, in and to any equipment, machinery, furniture, furnishings and other tangible personal property located upon or used in connection
with the Real Property, but excluding any such items owned or installed by Tenant within the Building (the “Personalty”); and (iv) all of Seller’s interest, if any and only to the extent assignable, in and to the following
affecting or relating to the Property: (1) all warranties and guaranties (the “Warranties”); (2) all development rights, utility capacities, approvals, permits and licenses (the “Permits”); (3) all
surveys, engineering reports, environmental reports, plans, drawings, specifications, construction contracts, subcontracts, architectural and engineering agreements, and similar documents and agreements relating to the design, development,
construction, maintenance or repair of the Property (the “Property Documents”); and (4) all contractual rights, trade names, trademarks, intellectual property and other intangibles (the “Intangibles”). 

2. PURCHASE PRICE. The Purchase Price will be paid by Buyer as follows, in cash or other immediately available funds:

 (a) the Deposit will be deposited in escrow with Escrow Agent not later than three (3) business days following the
Effective Date; and 
 (b) the balance of the Purchase Price, as may be increased or decreased to account for any
prorations, credits, or other adjustments required by this Agreement, will be deposited in escrow with Escrow Agent on or before the close of escrow (the “Closing”). 

(c) Should the Closing not occur prior to June 24, 2014, Buyer shall deposit in escrow with the Escrow Agent on
June 24, 2014, the Additional Deposit (together with the Deposit the “Deposits”), which shall be nonrefundable after June 23, 2014, except as otherwise provided herein. 

The “Opening of Escrow” means the receipt, countersignature and distribution by Escrow Agent of a fully-executed original of
this Agreement, together with the receipt by Escrow Agent of the Deposit. Seller and Buyer agree to the escrow instructions attached hereto as Exhibit F and incorporated herein (the “Escrow Instructions”). 

3. DISPOSITION OF DEPOSIT. Seller and Buyer instruct Escrow Agent to place the Deposit and Additional Deposit, if
applicable, in a federally insured interest-bearing account. The Deposits will be applied as follows: (a) if Buyer terminates this Agreement in any situation where Buyer is permitted or deemed to do so under this Agreement and whereby upon such
termination Buyer shall be entitled to a refund of the Deposit (including without limitation any failure of a condition precedent under Section 13 below), the Deposits will be paid immediately to Buyer, and neither of the Parties will have any
further liability or obligation under this Agreement, except with respect to any obligations which are expressly stated in this Agreement 

  
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to survive a termination prior to Closing (the “Surviving Obligations”); (b) if Seller terminates this Agreement as the result of an uncured default by Buyer as provided in
Section 21(b) below, the Deposits will be paid to Seller; and (c) if escrow closes, the Deposits will be credited to Buyer, applied against the Purchase Price and paid to Seller at Closing. 

4. DELIVERY OF SELLER’S DILIGENCE MATERIALS. Seller will deliver to Buyer, not later than three (3) business
days after the Effective Date and at no cost to Buyer, all information in Seller’s actual possession relating to the Property described on Schedule 1 attached to this Agreement (collectively, “Seller’s Diligence
Materials”). If Seller obtains new or updated information regarding the Property prior to Closing related to Seller’s Diligence Materials, Seller will immediately notify Buyer of such fact and will promptly deliver all such
supplemental information to Buyer. Seller designates the contact person(s) so named in the Summary of Terms above as the representative of Seller through which Buyer may schedule any physical inspections of the Property (“Seller’s
Diligence Contact”). 
 5. BUYER’S STUDY PERIOD. 

(a) Buyer will have from the Effective Date until 5:00 p.m. Eastern Time (standard or daylight as applicable in New York) on
June 23, 2014 (such period, the “Study Period”), within which to conduct and approve any investigations, studies or tests desired by Buyer, in Buyer’s sole discretion, to determine the feasibility of acquiring the Property
(collectively, “Buyer’s Diligence”). 
 (b) Seller grants to Buyer and Buyer’s agents, employees
and contractors the right to enter upon the Property, subject to the rights of Tenant under the Lease and any directives of Tenant regarding access to the Property and upon a minimum of seventy-two (72) hours prior written notice to
Seller’s Diligence Contact, to conduct Buyer’s Diligence. Buyer will not interfere with or disrupt Tenant’s business operations at the Property. Seller shall have the right to accompany Buyer during any activities performed by Buyer
on the Property. Buyer shall keep the results of any inspections or tests confidential except for necessary disclosures to Buyer’s lender and its attorneys and to Buyer’s attorneys and investors or as required by law. At Seller’s
request, Buyer shall provide Seller with a copy of the results of any tests and inspections made by Buyer. If any inspection or test disturbs the Property, Buyer will restore the Property to the same condition as existed before the inspection or
test. Buyer shall defend, indemnify Seller and hold Seller, Seller’s members, officers, tenants, agents, contractors and employees and the Property harmless from and against any and all losses, costs, damages, claims, or liabilities, including
but not limited to, mechanic’s and materialmen’s liens and Seller’s attorneys’ fees, attributable to and arising out of or in connection with Buyer’s inspection of the Property as allowed herein, except Buyer will have no
obligation to indemnify Seller as a result of the discovery or presence of any pre-existing conditions, including any hazardous materials. The provisions of this paragraph shall survive the Closing or the earlier termination of this Agreement and
shall not be limited by the liquidated damages provision of Section 21 (b) hereinbelow. Buyer will also maintain commercial general liability insurance with limits of at least $1,000,000 per occurrence and $2,000,000 aggregate and workers
compensation insurance and will provide a certificate of insurance evidencing the same to Seller upon request. The foregoing indemnity and insurance obligations of Buyer shall survive any termination of this Agreement. The Buyer’s Diligence may
include a Phase I and, if consented to in writing by Seller (which consent may be withheld in Seller’s sole and absolute discretion), a Phase II environmental inspection of the Property to the extent, and only to the extent, that a Phase II
environmental assessment is recommended by the results of the Phase I environmental assessment report; no other invasive inspection or sampling of soils or materials, including 

  
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without limitation construction materials, either as part of the Phase I or Phase II inspection or any other inspection, shall be performed without the prior written consent of Seller (which
consent may be withheld in Seller’s sole and absolute discretion). Buyer shall keep the results of any environmental inspection or assessment of the Property confidential, except for necessary disclosures to Buyer’s lender and its
attorneys and to Buyer’s attorneys and investors or as required by law; provided, however, at Seller’s request, Buyer shall deliver to Seller copies of any Phase I, Phase II or other environmental report permitted hereunder. 

(c) If, at any time prior to the expiration of the Study Period, Buyer elects in its sole discretion not to proceed to acquire
the Property, Buyer may terminate this Agreement by giving written notice of termination to Seller and Escrow Agent. Buyer may expressly waive this termination right at any time prior to the end of the Study Period by giving written notice of such
waiver to Seller and Escrow Agent, and the Study Period shall be deemed to end upon Buyer’s giving of such a waiver notice. Unless Buyer has given written notice to Seller and Escrow Agent expressly stating that Buyer elects to waive this
termination right and proceed with the acquisition of the Property, then upon the expiration of the Study Period Buyer shall be deemed to have terminated this Agreement. Upon any termination or deemed termination pursuant to this Section 5(c),
the Deposit will immediately be paid by Escrow Agent to Buyer, at Seller’s request, Buyer shall provide Seller with a copy of the results of any tests and inspections made by Buyer, and neither of the Parties will have any further liability or
obligation under this Agreement except for any Surviving Obligations. If this Agreement is not so terminated, then except as otherwise provided in this Agreement the Deposits will become non-refundable to Buyer, and this Agreement will continue in
full force and effect. 
 (d) The Parties expressly agree that the mutual agreements, covenants, obligations and
undertakings set forth in this Agreement constitute sufficient consideration for each Party to create a legally binding agreement notwithstanding that Buyer may freely terminate this Agreement and receive a return of the Deposit at any time prior to
the end of the Study Period. 
 (e) The Seller’s Diligence Materials and all other information, other than matters of
public record or matters generally known to the public, furnished to, or obtained through inspection of the Property by, Buyer, its affiliates, lenders, employees, attorneys, accountants and other professionals or agents relating to the Property,
will be treated by Buyer, its affiliates, lenders, employees, agents, and current and prospective investors as confidential, and except as required by law will not be disclosed to anyone other than on a need-to-know basis and to Buyer’s
consultants who agree to maintain the confidentiality of such information, and will be returned to Seller by Buyer if the Closing does not occur. The confidentiality provisions of this Paragraph (e) shall survive the Closing or the earlier
termination of this Agreement. 
 6. TITLE AND SURVEY REVIEW.  

(a) Promptly after the Effective Date, Buyer shall cause Escrow Agent to deliver to Buyer and Seller a current title
commitment (as may be updated, the “Commitment”) for the issuance to Buyer of an ALTA extended coverage owner’s policy of title insurance on the Property (the “Owner’s Policy”), together with complete,
legible copies of all requirement and exception documents referenced in such Commitment. 
 (b) Promptly after the Effective
Date, Buyer will cause a licensed surveyor to complete and deliver to Escrow Agent, Seller and Buyer a current, certified ALTA As-Built survey of the Property (the “Survey”). 

  
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 (c) Buyer will, by giving written notice (the “Title Notice”) to
Seller and Escrow Agent prior to June 24, 2014, either (i) approve the condition of title, or (ii) identify any matters set forth in the Commitment or the Survey to which Buyer objects (collectively, the “Objectionable
Matters”). If no Title Notice is given by Buyer to Seller before the end of the Study Period, then Buyer shall be deemed to have approved of the condition of title and survey. 

(d) If Buyer’s Title Notice identifies any Objectionable Matters, Seller will notify Buyer in writing
(“Seller’s Title Response”) within three (3) business days after receiving the Title Notice whether Seller will cure those Objectionable Matters prior to the Closing Date in the manner requested by Buyer, provided Seller
shall have no obligation or duty to cure or remove any such matters. If Seller does not agree to cure all the Objectionable Matters, then Buyer may elect, by giving written notice to Seller and Escrow Agent within two (2) business days after
receiving Seller’s Title Response, to either (i) proceed with the acquisition of the Property notwithstanding the Objectionable Matters which Seller has not agreed to cure (with all such Objectionable Matters or any other exceptions set
forth in the Owner’s Policy or Survey becoming “Permitted Title Exceptions” as set forth in Section 9(a) hereinbelow), or (ii) to terminate this Agreement and receive a return of the Deposit as provided in Section 6(c).

 (e) If the Commitment is amended to include new exceptions or requirements after Buyer’s delivery of the Title
Notice, Buyer will have three (3) business days after Buyer’s receipt of the amended Commitment (and copies of any documents identified in the new exceptions or new requirements) within which to review and, if desired, object in writing to
such new matters as Objectionable Matters. If Buyer so objects, the procedures and timelines set forth above will apply to govern any such objection, Seller’s response thereto and Buyer’s rights thereafter. 

(f) Notwithstanding the foregoing, in all events Seller will, at or prior to Closing, (i) pay in full and cause to be
canceled and discharged (or otherwise cause Escrow Agent to insure over) all mechanics’ and contractors’ liens encumbering the Property as a result of work performed by or on behalf of Seller; (ii) pay in full all past due ad valorem
taxes and assessments of any kind constituting a lien against the Property; and (iii) cause to be released all loan security documents which encumber the Property, to the extent created or entered into by Seller and any other monetary lien or
encumbrance caused or created by Seller against the Property. 
 7. TENANT RIGHT OF FIRST REFUSAL. The Parties agree
that Buyer will be incurring expenses related to Buyer’s Diligence, despite the fact that the Lease may contain a right of first refusal or right of first offer in favor of Tenant (either such right, a “ROFR”). If the Lease
contains a ROFR and Tenant delivers notice of its intent to exercise the ROFR or actually exercises the ROFR, then Seller will promptly reimburse Buyer for all reasonable out-of-pocket and third-party diligence expenses (including without limitation
reasonable attorneys’ fees and costs) incurred by Buyer in connection with this transaction, Buyer will immediately be paid the Deposits, and this Agreement shall be deemed terminated. Absent any such action by Tenant, Seller will provide to
Buyer and Escrow Agent a written waiver by Tenant of such ROFR rights prior to the end of the Study Period. Such waiver will be requested by Seller from Tenant within two (2) business days after the Effective Date. 

8. CLOSE OF ESCROW. The Closing will occur on or before July 3, 2014 or on such earlier date as Buyer may elect by
giving written notice to Seller and Escrow Agent (the “Closing Date”). Buyer may extend the Closing Date for up to an additional fifteen (15) days by giving written notice of such extension to Seller and Escrow Agent prior to
the original Closing Date. At Closing, the funds and documents deposited into escrow will be appropriately disbursed and distributed by Escrow Agent, and Seller will deliver possession of the Property to Buyer, all as required by and specified under
this Agreement. 

  
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 9. THE TRANSFER DOCUMENTS.  

(a) The Real Property will be conveyed by an Assignment and Assumption of Ground Lease in substantially the form attached
hereto as Exhibit B (the “Ground Lease Assignment”) subject to the Permitted Title Exceptions. The Personalty will be conveyed by a bill of sale in substantially the form attached as Exhibit C (the “Bill of
Sale”). The Lease will be assigned by an assignment and assumption of lease in substantially the form attached as Exhibit D (the “Assignment of Lease”). The Permits, Warranties, Property Documents and Intangibles
will be assigned by an assignment agreement in substantially the form attached as Exhibit E (the “Assignment Agreement”). The Parties will supplement the foregoing with such additional documents, if any, as may reasonably be
required to properly convey specific items of the Property. If the transfer of any Warranties requires the approval of the applicable warrantor or the satisfaction of any other conditions to such transfer, Seller will use its best efforts to obtain
such approvals and satisfy all such conditions by the Closing Date, provided such approvals shall not be a condition to Closing. The Ground Lease Assignment, Bill of Sale, Assignment of Lease, Assignment Agreement, and the other closing documents
required under this Agreement or otherwise delivered by the Parties at Closing are collectively referred to as the “Transfer Documents”. Seller and Buyer will deposit duly executed and (as appropriate) acknowledged originals of each
of the Transfer Documents with Escrow Agent not later than one (1) business day prior to the Closing Date. 
 (b) If
Seller holds any transferable contracts or agreements relating to the upkeep, repair, maintenance, management or operation of the Property (“Operating Contracts”), Seller will provide copies thereof to Buyer as a part of
Seller’s Diligence Materials. Buyer may elect, by written notice given to Seller prior to the end of the Study Period, to take an assignment of any or all of the Operating Contracts. If Buyer so elects, the Parties will execute and include in
the Transfer Documents an assignment agreement appropriate to effect such assignment, and any payments due under the assigned Operating Contracts will be equitably prorated as of the Closing Date. Seller will terminate effective as of the Closing
Date and at Seller’s sole expense, any Operating Contracts that are not so expressly assigned to Buyer. Notwithstanding the foregoing, at Closing, Seller shall assign and Buyer shall assume all of Seller’s obligations, if any, under that
certain Commission Agreement by and between Triad Properties Holdings, LLC, (as assumed by Seller) as Owner, and Capio Management Group, Inc. dated September 27, 2011 (the “Lease Commission Agreement”). 

(c) If Buyer gives Seller notice within ten (10) days after the Effective Date that Buyer desires to obtain a
subordination, non-disturbance and attornment agreement (“SNDA”) from Tenant, Seller will request (pursuant to the applicable provisions of the Lease, if any) and use commercially reasonable efforts to obtain a SNDA from Tenant,
either on the form specified in the Lease or, if none, on Buyer’s preferred form delivered to Seller with Buyer’s request notice (provided, the form of such SNDA shall comply with all terms and provisions of the Lease regarding the form of
such SNDA); provided that the receipt of the SNDA by Buyer will not be a condition to Closing. 
 10. ESTOPPEL
CERTIFICATE. Seller will deliver to Buyer, not later than five (5) days prior to the Closing Date, an original estoppel certificate, in form and substance reasonably acceptable to Buyer, which (a) is dated not more than thirty
(30) days prior to the Closing Date; (b) is executed by Tenant; (c) is addressed to (i) Buyer; (ii) ARCP OFC HUNTSVILLE AL, LLC; 

  
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(iii) any proposed lender identified by Buyer (“Lender”); (iv) Seller; and (v) their respective successors and assigns; (d) verifies the basic facts of the Lease
(term, rental, expiration date, any options, etc.) and contains no assertions adverse or contrary in any material respect to the provisions of the Lease; (e) confirms that there are no material defaults by the landlord under the Lease, no
material unperformed or “punchlist” construction items, and no unpaid tenant improvement allowances, inducements or leasing commissions (other than the Lease Commission Agreement); and (f) if Tenant’s obligations under the Lease
have been guaranteed by another person or entity, also covers such guaranty and is signed by such guarantor(s). If the Lease does not include a form of tenant estoppel, Buyer will provide Seller with Buyer’s preferred estoppel form (provided
the form of such estoppel shall comply with all terms and provisions of the Lease regarding the form of such estoppel) and Seller will request, and use commercially reasonable efforts to obtain, the estoppel from Tenant upon such form. Seller will
request the estoppel certificate within two (2) business days after the Effective Date. 
 11. CLOSING COSTS.
Seller will pay (a) the cost of the Owner’s Policy, any related search or exam fees, and any endorsements required for Seller’s cure of any Objectionable Matters, but only to those Objectionable Matters Seller has agreed to cure;
(b) the costs of releasing all liens, judgments, and other encumbrances that are to be released and of recording such releases; (c) one-half the fees and costs due Escrow Agent for its services; (d) any transfer taxes, recording
charges, and other such fees or charges associated with the sale and conveyance of the Property; and (e) all other costs to be paid by Seller under this Agreement. Buyer will pay (i) any additional cost to obtain extended coverage (if
Buyer so requires) and additional costs for a lender’s title policy, if required by Buyer and any endorsements requested by Buyer and/or its lender that are not reasonably necessary to cure any Objectionable Matters; (ii) the cost of the
Survey; (iii) one-half the fees and costs due Escrow Agent for its services; and (iv) all other costs to be paid by Buyer under this Agreement. Except as otherwise provided in this Agreement, Seller and Buyer will each be solely
responsible for and bear all of their own expenses, including without limitation any expenses of legal counsel, accountants, and other advisors incurred at any time in connection with pursuing or consummating the transactions contemplated hereby.
Any other closing costs not specifically designated as the responsibility of either Party in this Agreement will be paid by Seller and Buyer according to the usual and customary allocation of the same by Escrow Agent for the Property’s locale.
Seller agrees that all closing costs and charges payable by Seller may be deducted from Seller’s proceeds otherwise payable to Seller at Closing. Buyer will deposit with Escrow Agent sufficient cash to pay all of Buyer’s closing costs and
charges. 
 12. PRORATIONS.  

(a) The Parties will each execute and deliver to Escrow Agent for the Closing a closing statement setting forth the Purchase
Price and all closing credits, prorations, charges, costs and adjustments contemplated by this Agreement. All prorations will be calculated as of the Closing Date by Escrow Agent, based upon the latest available information, with income and expense
for the Closing Date being allocated to Buyer. Buyer will receive a credit for any rent paid or payable by Tenant for the period beginning with and including the Closing Date through and including the last day of the month in which Closing occurs.
All other credits and charges to Buyer and Seller will be similarly prorated as of the Closing Date. Real estate taxes and assessments, if not the sole responsibility of Tenant under the Lease, will be prorated on an accrual basis and, if actual
amounts are not available, will be based upon the current valuation and latest available tax rates or assessments. All pre-paid rents or deposit amounts (including any tax or expense escrows and any security deposits) held by Seller under the Lease,
if any, will be paid to Buyer in the form of a credit against the Purchase Price. Seller will timely perform 

  
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any tax or expense reconciliations that may be required under the Lease to the extent applicable to Seller’s period of ownership. If after Closing either Party receives any rents or other
amounts that properly belong to the other Party based upon the Closing prorations, such amounts will be immediately remitted to such other Party. 

(b) If after Closing either Party discovers any errors, or receives additional information, indicating that the prorations
were inaccurate, such Party will promptly notify the other and the Parties will correctly re-prorate the amounts in question. No such correction will be required later than nine (9) months after the Closing Date unless prior to such date the
Party seeking the correction has given a written notice to the other Party specifying the nature and basis for such correction; provided, however, that if a correction is sought because current tax or assessment bills for the Property were not
available as of Closing, the correction period with respect to the closing proration of such taxes or assessments will if needed continue beyond such 9-month period until thirty (30) days after Buyer’s receipt of the applicable bills. In
the event of any re-proration under this Section, the Party owing funds will within thirty (30) days after determination remit to the other Party the amount shown to be due. The provisions of this Section 12 shall survive Closing. 

13. BUYER’S CONDITIONS PRECEDENT. In addition to all other conditions precedent set forth in this Agreement,
Buyer’s obligations to close escrow and complete the purchase of the Property under this Agreement are expressly subject to the following: 

(a) Seller’s deposit with Escrow Agent, for delivery to Buyer at Closing, of the executed original Transfer Documents;

 (b) Seller’s delivery to Buyer of the estoppel certificate as provided in Section 10 above; 

(c) Seller’s deposit with Escrow Agent of (i) Escrow Agent’s customary form of “Owner’s
Affidavit”, as applicable in the State of Alabama and (ii) such additional affidavits, undertakings or other documents as may be reasonably required by Escrow Agent to allow for the deletion of any mechanics’ lien exceptions and other
standard exceptions from the Owner’s Policy; 
 (d) Escrow Agent’s irrevocable commitment to issue the
Owner’s Policy in the amount of the Purchase Price in the form approved by Buyer pursuant to the terms of Section 6; 

(e) Seller’s deposit with Escrow Agent of a letter from Seller to Tenant, complying with the notice requirements of the
Lease and in form reasonably satisfactory to Buyer, directing that future rent under the Lease be paid to Buyer; 
 (f)
Seller’s delivery to Buyer at Closing of the original, fully-executed Lease (to the extent in the possession of Seller or Seller’s agents) and, if Seller is not the original landlord under the Lease, all assignments necessary to establish
that Seller is the successor-in-interest to the landlord’s rights under the Lease; and 
 (g) Seller’s delivery to
Buyer of all Warranties, Permits, and Property Documents, if any, in the possession of Seller or Seller’s agents capable of physical delivery (including without limitation any warranties covering the roof or any other part of the Building); any
Intangibles capable of physical delivery; and any non-proprietary leasing and property manuals, files and records applicable to or useful in connection with the continued operation, leasing and maintenance of the Property. 

  
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 If the foregoing conditions have not been satisfied by the scheduled Closing Date, then Buyer
will have the right, at Buyer’s sole option and without limiting any other right or remedy of Buyer to (i) terminate this agreement in which case the Deposit shall be returned to Buyer or (ii) waive such condition and proceed to
Closing. Notwithstanding the foregoing, the failure of the Seller to deliver the estoppel certificate as required under Section10 shall not constitute a default under this Agreement but Buyer shall have the right to (i) terminate this agreement
in which case the Deposit shall be returned to Buyer (ii) extend the Closing up to fifteen (15) days or (iii) waive such condition and proceed to Closing 

14. NON-FOREIGN AFFIDAVIT. Seller will deposit with Escrow Agent prior to Closing a sworn affidavit (the
“Non-Foreign Affidavit”) properly containing such information as is required by Section 1445(b)(2) of the Internal Revenue Code of 1986, as amended (the “Tax Code”). If Seller does not timely furnish the
Non-Foreign Affidavit, Buyer may withhold (or direct Escrow Agent to withhold) from the Purchase Price the amount required to be so withheld pursuant to Section 1445(a) of the Tax Code, and such withheld funds will be deposited with the
Internal Revenue Service as required by such Section 1445(a) and the regulations promulgated thereunder. The amount withheld, if any, shall nevertheless be deemed to be part of the Purchase Price paid to Seller. 

15. BROKER’S COMMISSION. The Parties warrant to one another that they have not dealt with any finder, broker or
realtor in connection with this Agreement, except, CBRE, Inc. (the “Broker”). Seller is responsible for payment of all commissions relating to this transaction to the Broker, and all commissions due will be paid at Closing. If any
person (including the Broker asserts a claim to any other finder’s fee, brokerage commission or similar compensation in connection with this Agreement, the Party under whom the finder or broker is claiming will indemnify, defend and hold
harmless the other Party from and against any such claim and all costs, expenses and liabilities incurred in defending against such claim, including without limitation reasonable attorneys’ fees and court costs. The provisions of this Section
shall survive Closing or any earlier termination of this Agreement. 
 16. AS-IS CONVEYANCE. BUYER AGREES THAT, UPON
THE CLOSING, BUYER SHALL BE DEEMED TO HAVE ACCEPTED THE PROPERTY IN ITS THEN EXISTING CONDITION, “AS IS, WHERE IS AND WITH ALL FAULTS” WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND OR NATURE BY SELLER EXCEPT AS EXPRESSLY SET FORTH IN THIS
AGREEMENT OR THE TRANSFER DOCUMENTS. THE PROVISIONS OF THIS SECTION 16 SHALL SURVIVE INDEFINITELY ANY CLOSING OR TERMINATION OF THIS AGREEMENT AND SHALL NOT BE MERGED INTO THE CLOSING DOCUMENT. 

17. RISK OF LOSS. Seller shall bear all risk of loss resulting from or related to damage of or to the Property or any
part thereof which may occur prior to Closing (a “Casualty”). Seller shall also bear all risk of loss resulting from or related to a taking or condemnation of the Property or any part thereof if, prior to Closing, written notice of
a proposed condemnation or taking is received, a condemnation proceeding is commenced, a condemnation proceeding is concluded, or all or any part of the Property is conveyed in lieu of condemnation (any such taking or condemnation event being a
“Condemnation”). If a Casualty or Condemnation occurs, Seller will immediately give written notice of such event to Buyer. 

  
 11 








 (a) Should such Casualty or Condemnation be a Material Casualty or Condemnation
(as defined below) Buyer may, at Buyer’s sole option by giving written notice to Seller and Escrow Agent within ten (10) days after receiving such notice from Seller, terminate this Agreement, in which event the Deposit will immediately be
paid by Escrow Agent to Buyer, and neither of the Parties will have any further liability or obligation under this Agreement except for any Surviving Obligations. If necessary, the Closing Date will be extended to allow Buyer such ten-day period.

 (b) If any Casualty or Condemnation occurs which does not result in a termination of this Agreement, Seller will, at
Closing and as a condition precedent thereto, pay Buyer or credit Buyer against the Purchase Price the amount of any insurance or condemnation proceeds attributable to such event, or assign to Buyer, as of the Closing Date and in a form acceptable
to Buyer, all rights or claims to the same, and (if a Casualty) credit to Buyer an amount equal to any deductible or other loss amounts which are not covered under Seller’s insurance policy(ies) applicable to the Property. 

(c) For purposes of this Section 17 a “Material” Casualty event shall mean an event which would cause a loss in
value of the Building in excess of $200,000.00 as reasonably determined by Buyer and a “Material” event of Condemnation shall mean an event which result in; (i) the loss of five (5%) or more of the allocated parking spaces;
(ii) the loss of any ingress or egress; (iii) the loss of any part of the Building; and (iv) any other condition which would materially affect the operations of the Tenant as reasonably determined by Buyer. 

18. SELLER’S REPRESENTATIONS AND WARRANTIES.  

(a) Seller represents and warrants to Buyer as of the Effective Date and again as of the Closing Date that: 

(i) Seller is the holder of a leasehold estate with respect to the Real Property and has full power and authority to execute,
deliver and perform under this Agreement and the Transfer Documents, and no consent of any third party is required for Seller to enter into this Agreement and perform Seller’s obligations hereunder; 

(ii) there are no actions or proceedings pending or, to Seller’s actual knowledge, threatened against Seller which may in
any manner whatsoever affect the validity or enforceability of this Agreement or any of the Transfer Documents; 
 (iii) the
execution, delivery and performance of this Agreement and the Transfer Documents have not and will not constitute a breach of or default under any other agreement, law or court order under which Seller is a party or may be bound; 

(iv) there are no unrecorded leases (other than the Lease and the Ground Lease), liens or encumbrances which may affect title
to the Property; any existing financing secured by the leasehold interest in the Property or any part thereof will be satisfied and discharged in full at or prior to Closing and any liens or encumbrances relating thereto will be terminated and
released of record at or prior to Closing; and Seller does not have any defeasance, lender approval or prepayment obligations with respect to any existing financing which will delay the Closing; 

(v) to Seller’s knowledge (1) no written notice of violation has been issued with regard to any applicable
regulation, ordinance, requirement, covenant, condition or 

  
 12 








 
restriction relating to the present use or occupancy of the Property by any person, authority or agency having jurisdiction; (2) there is no impending or contemplated Condemnation affecting
the Property; (3) there are no intended public improvements which will or could result in any charges being assessed against the Property or which will result in a lien upon the Property; and (4) there are no proceedings pending for the
increase of the assessed valuation of the Property; 
 (vi) there are no suits or claims pending or, to Seller’s actual
knowledge, threatened with respect to or in any manner affecting the Property or the Lease; 
 (vii) Seller has not taken
any action to change the present use or zoning of or other entitlements or land-use permissions or restrictions upon the Property, and to Seller’s actual knowledge there are no such proceedings pending; 

(viii) except as may be detailed in any environmental documents included in Seller’s Diligence Materials, Seller has no
actual knowledge that there exists or has existed any generation, production, location, transportation, storage, treatment, discharge, disposal, release or threatened release upon, under or about the Property of any Hazardous Materials.
“Hazardous Materials” means any flammables, explosives, radioactive materials, hazardous wastes, hazardous and toxic substances or related materials, asbestos or any material containing asbestos (including, without limitation, vinyl
asbestos tile), or any other substance or material defined as a “hazardous substance” by any federal, state, or local environmental law, ordinance, rule or regulation including, without limitation, the Federal Comprehensive Environmental
Response Compensation and Liability Act of 1980, as amended, the Federal Hazardous Materials Transportation Act, as amended, the Federal Resource Conservation and Recovery Act, as amended, and the rules and regulations adopted and promulgated
pursuant to each of the foregoing; 
 (ix) Seller has not entered into and will not enter into, and there is not existing,
any other agreement, written or oral, under which Seller is or could become obligated to sell the Property or any portion thereof to a third party, except for any ROFR contained in the Lease; 

(x) all amounts due and payable by Seller under any applicable reciprocal easement agreement or declaration of covenants,
conditions and/or restrictions affecting the Property (the “REA’s”) have been paid in full and no default of Seller exists under any of the REA’s and, to Seller’s actual knowledge, no default of any other party exists
under any of the REA’s; 
 (xi) Seller has received no written notice from Tenant declaring a default of Seller exists
under the Lease; Seller has sent no written notice of default to Tenant and, to Seller’s knowledge, no default of Tenant exists under the Lease; and Seller has not received any written notice or correspondence from Tenant or Tenant’s
agents indicating Tenant’s desire, willingness or intent to amend, modify, assign or terminate the Lease nor any notice or correspondence requesting the consent of Seller to any of the foregoing; 

(xii) Other than as set forth in the Lease Commission Agreement, (A) all brokerage commissions and other compensation and
fees payable by reason of the Lease (including, without limitation, any renewals or expansions) have been fully paid, and (B) no exclusive or continuing leasing or brokerage agreements exist as to any part of the Property; 

  
 13 








 (xiii) As defined by the Lease Article 3 paragraph 1, the annual Base Rent is
$1,958,775.00 at the rental rate in effect as of the Effective Date and Tenant is not entitled to any unpaid improvement allowances, free rent periods or rental abatements, concessions or other inducements; 

(xiv) all amounts presently due and payable, and all obligations presently performable, by Seller with respect to the Property
have been paid and performed in full and no default of Seller exists with respect to the Property; 
 (xv) To Seller’s
actual knowledge, Seller’s Diligence Materials are true and complete in all material respects; and 
 (xvi) if Seller
receives notice or knowledge of any additional information regarding any of the matters set forth in this Section 18 prior to Closing, Seller will immediately give written notice to Buyer of the same. 

The term “Seller’s actual knowledge” as used herein means the present, actual knowledge of the Seller. The
actual knowledge of the Seller is limited to the present, actual knowledge of William Stroud without imputation of knowledge or notice of matters known to others, including without limitation employees, or of matters which might be imputed to them
as a result of public filings or records. 
 (b) Further, Seller hereby covenants that unless Buyer otherwise grants
Buyer’s prior written consent, which consent may be withheld in Buyer’s reasonable discretion: 
 (i) Seller will
pay (or cause to be paid) in full prior to the Closing Date to the extent any such items are Seller’s responsibility under the Lease all bills or other charges, costs or expenses arising out of or in connection with or resulting from
Seller’s use, ownership, or operation of the Property, including without limitation all general real estate taxes, assessments and personal property taxes due with respect to the Property up to the Closing Date, except for any item to be
prorated at Closing in accordance with this Agreement; 
 (ii) Seller will not execute or enter into any lease with respect
to the Property or any part thereof, or terminate, amend, modify, extend or waive any rights under the Lease; 
 (iii)
Seller will, or as applicable will cause Tenant to, (1) continue to operate the Property as heretofore operated; (2) maintain the Property in its current condition and perform routine and required maintenance and replacements; (3) pay
prior to Closing all sums due for work, materials or services furnished or otherwise incurred in the ownership, use or operation of the Property, to the extent such sums are the responsibility of Seller; (4) comply with all governmental
requirements applicable to the Property and with the terms, covenants and conditions of the Lease; (5) except as required by a governmental agency, not place or permit to be placed on any portion of the Property any new improvements of any kind
or remove or permit any improvements to be removed from the Property; and (6) not, by voluntary or intentional act or omission, cause or create any easements, encumbrances, or liens to arise or to be imposed upon the Property or to allow any
amendment or modification to any existing easements or encumbrances; 
 (iv) Seller will not provide a copy of, nor disclose
any of the terms of, this Agreement to any appraiser, and Seller will instruct any Brokers not to provide a copy of, nor disclose any of the terms of, this Agreement to any appraiser; and 

  
 14 








 (v) Seller will request and reasonably cooperate to obtain estoppel certificates,
addressed to Buyer, Lender and their successors and assigns, from all other parties to any applicable reciprocal easement agreement, declaration of covenants, conditions and restrictions, or similar agreement relating to the Property. 

All representations and warranties made in this Section 18 by Seller shall survive Closing for a period of twelve (12) months after
which time such representations and warranties shall terminate unless Buyer has brought a claim against Seller related to a breach. Seller will indemnify and hold Buyer harmless from and against any claims, loss, damage, liability and expense,
including without limitation reasonable attorneys’ fees and court costs, which Buyer may incur by reason of any misrepresentation by Seller or any breach of any of Seller’s representations and warranties, discovered or arising prior to the
expiration of such twelve (12) month period. Seller’s indemnity and hold harmless obligations shall survive Closing. 

19. BUYER’S REPRESENTATIONS AND WARRANTIES. Buyer represents and warrants to Seller as of the Effective Date and
again as of the Closing Date that: 
 (a) Buyer has full power and authority to execute, deliver and perform under this
Agreement and the Transfer Documents, and no consent of any third party is required for Buyer to enter into this Agreement and perform Buyer’s obligations hereunder; 

(b) there are no actions or proceedings pending or, to Buyer’s knowledge, threatened against Buyer which may in any
manner whatsoever affect the validity or enforceability of this Agreement or any of the Transfer Documents; 
 (c) the
execution, delivery and performance of this Agreement and the Transfer Documents have not and will not constitute a breach or default under any other agreement, law or court order under which Buyer is a party or may be bound; and 

(d) if Buyer receives notice or knowledge of any additional information regarding any of the matters set forth in this
Section 19 prior to Closing, Buyer will immediately give written notice to Seller of the same. 
 All representations and warranties
made in this Section 19 by Buyer shall survive Closing for a period of twelve (12) months. Buyer will indemnify and hold Seller harmless from and against any claims, loss, damage, liability and expense, including without limitation
reasonable attorneys’ fees and court costs, which Seller may incur by reason of any misrepresentation by Buyer or any breach of any of Buyer’s representations and warranties, discovered or arising prior to the expiration of such eighteen
(18) month period. Buyer’s indemnity and hold harmless obligations shall survive Closing. 
 20.
ASSIGNMENT. Except as provided below, this Agreement may not be assigned by either Seller or Buyer without the prior written consent of the other Party, which consent will not be unreasonably withheld. Notwithstanding the foregoing, Buyer may
assign its rights under this Agreement to any entity affiliated with, controlled by, or under common control with Buyer without seeking or obtaining Seller’s consent, including specifically (but without limitation) ARCP OFC HUNTSVILLE AL, LLC.
Such assignee will execute an instrument whereby such assignee assumes the obligations of Buyer under this Agreement. No assignment by Buyer shall release or otherwise relieve Buyer from any obligations hereunder; provided, however, that if Closing
occurs the assignor (but not the assignee) shall thereupon be relieved of all the assignor’s obligations arising under this Agreement before, on and after Closing. 

  
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 21. DEFAULT; REMEDIES. 

(a) If Seller breaches this Agreement (including without limitation a breach of any representation or warranty of Seller or
the failure of Seller to satisfy any condition precedent to Closing that is within Seller’s control) and such breach is not cured within five (5) days of receiving written notice from Buyer, Buyer may at Buyer’s sole option either:
(i) by written notice given to Seller and Escrow Agent terminate this Agreement, in which event the Deposits will be paid immediately by Escrow Agent to Buyer, Seller will promptly reimburse Buyer for all of Buyer’s reasonable
out-of-pocket and third-party expenses (including without limitation reasonable attorneys’ fees) incurred in connection with the Property, Buyer’s Diligence or this transaction, in an amount not to exceed $25,000.00 and neither of the
Parties will have any further liability or obligation under this Agreement except for any Surviving Obligations; or (ii) seek specific performance against Seller, in which event the Closing Date will be automatically extended as necessary for
Buyer to prosecute such action. Notwithstanding the foregoing, if specific performance is made unavailable as a remedy to Buyer by Seller’s affirmative acts or intentional omissions, Buyer will be entitled to pursue all rights and remedies
available at law or in equity. 
 (b) If Buyer breaches this Agreement (including without limitation a breach of any
representation or warranty of Buyer) and such breach is not cured within five (5) days of receiving written notice from Seller, Seller may, as Seller’s sole and exclusive remedy for such breach, by written notice given to Buyer and Escrow
Agent terminate this Agreement and receive the Deposits in accordance with Section 3(b) above as Seller’s agreed and total liquidated damages, it being acknowledged and agreed by the Parties that it would be difficult or impossible to
determine Seller’s exact damages, and the Deposits represent a reasonable estimate of those damages. Upon such termination by Seller, neither of the Parties will have any further liability or obligation under this Agreement except for any
Surviving Obligations. SELLER WAIVES ANY RIGHT TO SEEK ANY OTHER REMEDIES AGAINST BUYER, INCLUDING ANY EQUITABLE OR LEGAL REMEDIES. NOTWITHSTANDING THE FOREGOING, NOTHING HEREIN SHALL IN ANY WAY BE DEEMED TO LIMIT ANY INDEMNITY OBLIGATIONS OF BUYER
UNDER THIS AGREEMENT WHICH ARE INTENDED TO SURVIVE ANY TERMINATION OF THIS AGREEMENT OR CLOSING. 
 (c) The provisions of
this Section 21 shall not limit any rights or remedies either Party may have after Closing with respect to those provisions of this Agreement that survive Closing (including for any misrepresentation or breach of warranty) or under the Transfer
Documents or any other documents entered into pursuant to this Agreement. 
 22. NOTICES. All notices under this
Agreement must be sent either by (a) email or telecopier, (b) a reputable national overnight courier service, (c) personal delivery, or (d) registered or certified US mail, return receipt requested. Notices from or signed by the
legal counsel for a Party shall be equally effective as a notice from such Party itself. The addresses to be used for notices are those set forth in the Summary of Terms above, or such other addresses as a Party may from time to time direct by
notice given in accordance with these requirements. If sent by email or telecopier, a notice shall be deemed given when such email or telecopy is transmitted to the notice address or number, and shall be deemed received on that same day unless given
after 6:00 p.m. in the receiving location, in which case such receipt shall be the next business day. If personally delivered, a notice shall be deemed given and received upon such delivery. If sent by overnight courier service, a notice shall be
deemed given upon deposit with such courier and deemed received upon actual receipt or refusal of delivery at the notice address. If sent by registered or certified mail, a notice shall be deemed given and received on the third business day after
deposit into the US Mail. 

  
 16 








 23. ATTORNEYS’ FEES. If there is any litigation or arbitration
between the Parties to determine or enforce any provisions or rights arising under this Agreement, the unsuccessful Party in such proceeding will pay to the successful Party all costs and expenses incurred by the successful Party in connection
therewith, including without limitation reasonable attorneys’ fees and court costs. The determinations of which Party is the “successful Party” and the amount of such fees, costs and expenses to be awarded to the unsuccessful Party
shall be made by the judge or arbitrator in such proceeding. 
 24. POST-CLOSING INDEMNITY. If Closing occurs,
thereafter (a) Buyer will indemnify, defend and hold harmless Seller, Seller’s affiliates, and their employees, agents, successors and assigns, (collectively, the “Seller Indemnified Parties”) for, from and against any and
all demands, claims (including without limitation causes of action in tort), legal or administrative proceedings, losses, liabilities, damages, penalties, fines, liens, judgments, costs or expenses whatsoever (including without limitation reasonable
attorneys’ fees and costs), whether direct or indirect, known or unknown, foreseen or unforeseen, relating to the Property (collectively, “Claims”) that are brought by third parties against the Seller Indemnified Parties
relating to any actual or alleged events, acts or omissions occurring with respect to the Property from and after Closing or with respect to which the claimed loss, damage or injury occurred from and after Closing; and (b) Seller will
indemnify, defend and hold harmless Buyer, Buyer’s affiliates, and their employees, agents, successors and assigns (collectively, the “Buyer Indemnified Parties”) for, from and against any and all Claims that are brought by
third parties against the Buyer Indemnified Parties relating to any actual or alleged events, acts or omissions occurring with respect to the Property prior to Closing or with respect to which the claimed loss, damage or injury occurred prior to
Closing. The obligations in this Section shall not apply to any Claims which the Parties have expressly agreed, elsewhere in this Agreement or in the Transfer Documents, will be addressed, handled or allocated in a manner contrary to the foregoing
general provisions. The provisions of this Section shall survive Closing. 
 25. TENANT AUDIT RIGHT. If Tenant has
the right to inspect and audit any books, records or other documents of the landlord under the Lease, Seller agrees to retain such books, records and other documents to enable Tenant to conduct a full and complete audit thereof until the date that
is six (6) months after the latest date that Tenant could demand an inspection and/or audit thereof pursuant to the Lease. Upon written request from Buyer, Seller will provide both Buyer and Tenant with reasonable access to such books, records
and other documents and otherwise reasonably cooperate with both Buyer and Tenant with respect to such inspection or audit by Tenant. If Tenant claims any right to a credit, refund or other reimbursement with respect to any period prior to Closing,
as a result of such inspection or audit, Seller will indemnify, defend and hold harmless the Buyer Indemnified Parties from and against any Claims relating thereto or arising therefrom. The provisions of this Section shall survive Closing. 

26. 1031 EXCHANGE. Each Party may structure its purchase or sale, as applicable, as part of a like-kind exchange under
Section 1031 of the Tax Code. Each Party will if requested reasonably cooperate with the other (at no cost or liability to the cooperating Party) in effectuating such a like-kind exchange, including signing such documents as may reasonably and
customarily be required to accomplish such exchange; provided, however, that the Closing Date will not thereby be delayed and the cooperating Party will not be required to incur any additional liability or undertake any additional obligations as a
result of any such like-kind exchange. The Party employing the like-kind exchange structure will pay all costs and expenses associated with effectuating such exchange. 

  
 17 








 27. MISCELLANEOUS. This Agreement constitutes a binding agreement between
Seller and Buyer for the sale and purchase of the Property subject to the terms set forth in this Agreement. Subject to the limitations set forth in this Agreement, this Agreement shall bind and inure to the benefit of the Parties and their
respective successors and assigns. This Agreement constitutes the entire agreement between the Parties pertaining to the sale and purchase of the Property, and unless expressly stated otherwise all prior and contemporaneous agreements,
representations, negotiations and understandings of the Parties regarding this transaction (including without limitation any Letter of Intent), whether oral or written, are superseded and merged herein. The foregoing sentence shall in no way affect
the validity of any instruments subsequently executed by the Parties as contemplated by this Agreement. No modification, waiver, amendment or discharge of or under this Agreement shall be valid unless contained in a writing signed by the Party
against whom enforcement is sought. If Seller consists of more than one person or entity, the liability of each such person or entity shall be joint and several. No waiver by Seller or Buyer of a breach of any of the terms, covenants or conditions
of this Agreement shall be construed or held to be a waiver of any succeeding or preceding breach of the same or any other term, covenant or condition contained herein. The headings of this Agreement are for reference only and shall not limit or
define the meaning of any provision of this Agreement. 
 28. TIME OF ESSENCE. Time is of the essence of this
Agreement. When used in this Agreement, the term “business day” means any day which is not a Saturday, Sunday or legal holiday. If this Agreement specifies that a time period expires or that an action be taken on a date which is not a
business day, such date shall be deemed extended to the next succeeding day which is a business day, and any successive time periods shall be deemed extended accordingly. 

29. SEVERABILITY. If any one or more of the covenants, agreements, conditions, provisions, or terms of this Agreement
is, in any respect or to any extent (in whole or in part), held to be invalid, illegal or unenforceable for any reason, all remaining portions thereof which are not so held, and all other covenants, agreements, conditions, provisions, and terms of
this Agreement, will not be affected by such holding, but will remain valid and in force to the fullest extent permitted by law. 

30. SURVIVAL. To the extent that the performance of any covenant or other obligation of a Party in or pursuant to this
Agreement or the Transfer Documents is contemplated to occur or continue after the Closing, the same shall not merge with the transfer of title to the Property, but shall remain in effect until fulfilled (subject to any express limitation thereon
set forth in this Agreement). 
 31. APPROVALS; FURTHER ACTS. The Parties agree that for all matters in this
Agreement requiring the consent or approval of any Party, unless otherwise expressly provided in this Agreement any such consent or approval will not be unreasonably withheld, conditioned or delayed. The Parties agree to promptly execute such other
documents and to perform such other acts as may be reasonably necessary to carry out the purpose and intent of this Agreement. 

32. GOVERNING LAW. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the
State in which the Real Property is located. 

  
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 33. COUNTERPARTS; ELECTRONIC DELIVERY. This Agreement and any related
documents may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Documents executed by the Parties but delivered by facsimile, “pdf”
or other electronic means will be accepted with the same effect as original ink-signed “hard copy” versions (an “Executed Original”) of such documents, provided that (a) if expressly requested by the other Party or
Escrow Agent, a Party will promptly also deliver one or more Executed Originals of any such document; (b) all Transfer Documents which are to be recorded must be delivered by the signing Party to Escrow Agent as Executed Originals; and
(c) at least one Executed Original of this Agreement must be provided by Seller to Escrow Agent, which Escrow Agent will deliver to Buyer upon the Opening of Escrow. 

34. INCORPORATION OF EXHIBITS AND SCHEDULES. All Exhibits and Schedules attached to this Agreement are considered to be
a part of this Agreement and are fully incorporated herein by this reference to the same extent as though set forth at length. 

35. OFAC. Each Party represents and warrants to the other, and to Escrow Agent, that (a) such Party is not
knowingly acting, directly or indirectly, for or on behalf of any person, group, entity or nation named by any Executive Order or the United States Treasury Department as a terrorist, “Specially Designated National and Blocked Person,” or
other banned or blocked person, entity, or nation pursuant to any law that is enforced or administered by the Office of Foreign Assets Control, or engaging in, instigating or facilitating this transaction for or on behalf of any such person, group,
entity or nation; (b) such Party is not engaging in this transaction, directly or indirectly, in violation of any laws relating to drug trafficking, money laundering or predicate crimes to money laundering; and (c) none of the funds of
such Party to be utilized in this transaction have been or will be derived from any unlawful activity with the result that such Party or the Property is subject to seizure, forfeiture or other such remedy or that this Agreement or the transactions
hereunder are or will be in violation of law. The provisions of this Section shall survive Closing or any earlier termination of this Agreement. 

36. SEC FILING INFORMATION. In order to enable Buyer to comply with certain reporting requirements of the Securities
and Exchange Commission (the “SEC”), including, without limitation, SEC Rule 3-14 of Regulation S-X, Seller agrees to provide Buyer and its representatives, upon Buyer’s request, information relating to Seller’s ownership
and operation of the Property, including, without limitation, Seller’s most current operating statements relating to the financial operation of the Property for the current and immediately prior fiscal years, and support for certain operating
revenues and expenses specific to the Property (collectively, the “SEC Filing Information”). Seller acknowledges that certain of the SEC Filing Information may be included or disclosed in filings required to be made by Buyer with
the SEC. Seller will cooperate in providing the SEC Filing Information and answering questions with respect thereto as they arise. The provisions of this Section shall survive Closing for a period of one (1) year. 

37. SALES AND PRIVILEGE TAXES. Seller represents, warrants and covenants to Buyer that all state and local transaction
privilege, sales, excise, use or similar taxes relating to the development, sale or rental of the Property prior to the Closing Date (including, without limitation any speculative builder tax, owner-builder tax, construction contractor tax, or rent
tax) have been or timely will be paid. Seller will additionally pay any such taxes that may arise or be assessed against Seller as a result of the sale of the Property to the appropriate taxing authorities as and when due. Seller will indemnify,
defend and hold harmless the Buyer Indemnified Parties from any and all Claims relating to a breach of such tax payment obligations. The provisions of this Section shall survive Closing. Notwithstanding the foregoing, any changes in the real
property assessment or increases in ad valorem tax affecting the Property after the date of the Closing shall not be the responsibility of the Seller. 

  
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 38. NO RECORDING. Seller and Buyer hereby acknowledge that neither this
Agreement nor any memorandum or affidavit thereof shall be recorded of public record. Should Buyer ever record or attempt to record this Agreement, or a memorandum or affidavit thereof, or any other similar document, then, notwithstanding anything
herein to the contrary, said recordation or attempt at recordation shall constitute a default by Buyer hereunder, and, in addition to the other remedies provided for herein, Seller shall have the express right to terminate this Agreement by filing a
notice of said termination in the county in which the Land is located. 
 39. LIMITATION OF LIABILITY. No
shareholders, partners or members of either party, nor any of its or their respective officers, directors, agents, employees, managers, members, heirs, successors or assigns shall have any personal liability of any kind or nature for or by reason of
any matter or thing whatsoever under, in connection with, arising out of or in any way related to this Agreement and the transactions contemplated herein, and each party hereby waives for itself and anyone who may claim by, through or under such
party any and all rights to sue or recover on account of any such alleged personal liability. 
 [SIGNATURE PAGE FOLLOWS] 

  
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 IN WITNESS WHEREOF, Seller and Buyer have caused this Agreement to be executed by
their duly authorized and empowered representatives as of the Effective Date above. 
  

							
	         SELLER:	  		  	 COPTER PROPERTIES, LLC,

an Alabama limited liability company

			
		  		  	 By: RP Huntsville I, LLC, a Georgia limited

liability company, its Manager



													
					
		  		 		 	 By:
	 	 2001 Winston Management

		  		 		 		 	 Company, LLC, a Georgia limited

liability company, its Manager

						
		  		 		 		 	 By:
	 	 /s/ John W.
Rooker


 
													
		  		 		 		 	 Name:
	 	
John W. Rooker




													
		  		 		 		 	      Its:
	 	 Manager



 

							
	         BUYER:	  		  	 ARCP ACQUISITIONS, LLC, a Delaware

limited liability company


 
			
		
	 By:
	 	 /s/
Akomea Poku-Kankam



 
			
	 Name (Print):
	 	
Akomea 
Poku-Kankam



 
			
	 Title:
	 	 Authorized Officer



 ESCROW AGENT’S ACCEPTANCE 

The foregoing fully executed Agreement is accepted by the undersigned, as the “Escrow Agent” hereunder, as of the
20th day of June, 2014. Escrow Agent accepts the engagement to handle the escrow established by this Agreement in accordance with the terms set forth in this Agreement, including without limitation the Escrow Instructions, and acknowledges its
receipt of the Deposit. 
  

			
	FIRST AMERICAN TITLE INSURANCE COMPANY


 
			
		
	 By:
	 	 /s/ Kristin Brown





			
	 Name (Print):
	 	 Kristin Brown





			
	 Title:
	 	 Escrow Officer




  
 21