Exhibit 10.9


 


PURCHASE AND SALE AGREEMENT


 


Dean Taylor Crossing, Bethany Village,
Tree Summit Village, 


Towne Centre at Wesley Chapel, ChampionsGate
Village and Goolsby Point


 


This PURCHASE AND
SALE AGREEMENT (this “Agreement”) is made and entered as of February 24, 2014 (the “Effective Date”)
by and among MEPT Dean Taylor Crossing LLC, a Delaware limited liability company, MEPT Bethany Village LLC, a Delaware
limited liability company, MEPT Tree Summit Village LLC, a Delaware limited liability company, MEPT Towne Centre Wesley
Chapel LLC, a Delaware limited liability company, MEPT ChampionsGate LLC, a Delaware limited liability company, and
MEPT Goolsby Point LLC, a Delaware limited liability company (collectively, “Seller”), and The Phillips
Edison Group LLC, an Ohio limited liability company (“Purchaser”).


 


For and in consideration
of the mutual covenants and agreements contained in this Agreement and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Purchaser and Seller agree as follows:


 


1.            Purchase
and Sale. Seller agrees to sell and convey to Purchaser, and Purchaser agrees to buy from Seller, the Property (hereinafter
defined) for the consideration and upon and subject to the terms, provisions and conditions hereinafter set forth. The “Property”
means:


 


(a)          The
land commonly known as (i) Dean Taylor Crossing located in Suwanee, Gwinnett County, Georgia, as more particularly described in
Exhibit A-1 to this Agreement; (ii) Bethany Village located in Alpharetta, Fulton County, Georgia, as more particularly
described in Exhibit A-2 to this Agreement; (iii) Tree Summit Village located in Duluth, Gwinnett County, Georgia, as more
particularly described in Exhibit A-3 to this Agreement; (iv) Towne Centre at Wesley Chapel located in Wesley Chapel, Pasco
County, Florida, as more particularly described in Exhibit A-4 to this Agreement; (v) ChampionsGate Village located in Davenport,
Osceola County, Florida, as more particularly described in Exhibit A-5 to this Agreement; and (vi) Goolsby Point located
in Riverview, Hillsborough County, Florida, as more particularly described in Exhibit A-6 to this Agreement (collectively,
the “Land”), together with all of Seller’s right, title and interest in (A) all structures, fixtures,
buildings and improvements situated on the Land (collectively, the “Improvements”);” each parcel of Land
and its associated Improvements is herein referred to as a “Shopping Center” and collectively as the “Shopping
Centers”), and (B) any and all rights, titles, powers, privileges, easements, licenses, rights-of-way and interests (I)
appurtenant to the Land and the Improvements, (II) if any, of Seller, either at law or in equity, in possession or in expectancy,
in and to any real estate lying in the streets, highways, roads, alleys, rights-of-way or sidewalks, open or proposed; in front
of, above, over, under, through or adjoining the Land and in and to any strips or gores of real estate adjoining the Land, and
(III) appurtenant or incident to any of the foregoing, including, without limitation, to the extent owned by Seller, all mineral,
oil, gas and other hydrocarbon substances on and under and that may be produced from the Land, as well as all development rights,
land use entitlements, air rights, water, water rights, riparian rights, and water stock relating to the Land;


 


(b)          All
equipment, fixtures, appliances, inventory, and other personal property of whatever kind or character owned by Seller and attached
to or installed or located on or in the Land or the Improvements (the “Personal Property”);


 


(c)          All
of Seller's right, title and interest in and to all leases that relate to or affect the Land, the Improvements, the Personal Property
or the operation thereof, including, without limitation, tenant leases (“Tenant Leases”) and all security deposits
actually paid to or received by Seller in connection with the Tenant Leases (and not as of the Closing Date returned to or forfeited
by tenants under Tenant Leases);


 




    	 



    	 



    

 


(d)          All
warranties, guaranties and bonds that affect the Land, the Improvements, the Personal Property or the operation thereof, only to
the extent that such items are assignable by Seller without any necessary third party consent, or to the extent that all necessary
third party consents to the assignments have been obtained (provided that Seller shall not be obligated to obtain any third party
consents); and


 


(e)          To
the extent assignable, all of Seller's right, title and interest, if any, in and to all trademarks, trade names or symbols under
which the Land or the Improvements (or any part thereof) is operated including without limitation each of the names “Dean
Taylor Crossing”, “Bethany Village”, “Tree Summit Village”, “Towne Centre at Wesley Chapel”,
“ChampionsGate Village” and “Goolsby Point”.


 


2.            Sales
Price. The total sales price for the Property is Fifty-Nine Million Three Hundred Fifty Thousand and No/100 Dollars ($59,350,000.00)
(the “Sales Price”), payable in cash at Closing. Payment in cash means payment by wire transfer of immediately
available federal funds (“Immediately Available Funds”).


 


3.            Earnest
Money. Within one (1) Business Day of the Effective Date, Purchaser will deliver to Chicago Title Insurance Company, 2828
Routh Street, Suite 800, Dallas, Texas 75201, Attention: Ellen Schwab (the “Title Company”), as escrow agent,
One Million and No/100 Dollars ($1,000,000) (by Immediately Available Funds) as earnest money (the “Earnest Money”),
which the Title Company will deposit and hold in an interest bearing account. If Purchaser does not timely deliver the Earnest
Money as provided in this Section 3, or if the Title Company is unable to immediately cash the check representing the Earnest Money
and obtain the proceeds thereof, then this Agreement shall be null and void, and neither party shall have any right or obligation
hereunder. For the purpose of this Agreement, the term “Earnest Money” shall include the Earnest Money and any
interest earned thereon. If the transaction contemplated by this Agreement is closed, then the Earnest Money will be applied in
payment of the Sales Price to be paid at Closing. If the transaction is not closed, then the Title Company will disburse the Earnest
Money in accordance with the provisions of this Agreement.


 


4.            Closing.


 


(a)          Time
and Place. The closing of this transaction (the “Closing”) will take place in escrow at the Title Company
on Monday, March 3, 2014 (the “Closing Date”), unless otherwise postponed pursuant to this Agreement.


 


(b)          Seller's
Closing Deliveries. At the Closing, Seller will deliver or cause to be delivered the following:


 


(i)          Deed.
A Limited Warranty Deed or a Special Warranty Deed in the form attached hereto as Exhibit B-1 and Exhibit B-2 as
applicable to each Property (collectively, the “Deed”), duly executed and acknowledged by Seller, conveying
good and indefeasible title in fee simple to the Land and Improvements, free and clear of any and all liens, encumbrances, easements
and assessments, created by, through or under Seller, except for Permitted Exceptions (defined below) and any others approved by
Purchaser in writing.


 


(ii)         Bill
of Sale. Seller's counterpart to a Bill of Sale, Assignment, and Assumption Agreement (the “Bill of Sale”),
in the form attached hereto as Exhibit C, duly executed by Seller.


 




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(iii)        Assignment
and Assumption of Leases. Seller's counterpart to an Assignment and Assumption of Leases (the “Assignment and
Assumption”), in the form attached hereto as Exhibit D, duly executed by Seller.


 


(iv)        Possession.
Possession of the Property, subject only to the Tenant Leases and the Permitted Exceptions.


 


(v)         Non-foreign
Affidavit. A non-foreign affidavit, in the form attached hereto as Exhibit E, duly executed by Seller.


 


(vi)        Tenant
Estoppel Letters. Originals of any Tenant Estoppel Letters (as defined in Section 8) received by Seller, to the extent
not delivered to Purchaser prior thereto.


 


(vii)       Letters
of Credit as Tenant Security Deposits. To the extent a tenant security deposit is held by Seller in the form of a letter
of credit, all original letters of credit (each, an “LOC”). Seller shall execute and deliver on or prior to
Closing such other instruments as the issuer of such LOC shall reasonably require in order to cause the named beneficiary under
such LOC to be changed to Purchaser. If any LOC is transferable solely by the beneficiary, Seller agrees to obtain and complete
the required transfer form(s) from the financial institution that issued the LOC and deposit the same with the original of such
LOC with the Title Company at Closing, and any transfer fees payable in connection therewith shall be credited against the Sales
Price payable to Seller at Closing. If any LOC cannot be unilaterally transferred by the beneficiary, then Seller shall deliver
said original LOC into escrow at Closing and Seller will cooperate, at no out-of-pocket cost to Seller, with Purchaser to obtain
a new LOC with Purchaser as the beneficiary or to change the named beneficiary under such LOC. In such an event, if a default by
tenant should occur after the Closing that would give rise to the landlord having the right to cash the existing LOC before a replacement
LOC is obtained, and the proceeds of such LOC are assignable pursuant to its terms, then Seller shall draw upon such LOC on Purchaser’s
behalf so long as Purchaser delivers the existing LOC back to Seller. Purchaser hereby indemnifies and holds Seller harmless against
any claims, liabilities, fees, costs or expenses incurred by Seller in connection with the performance of its obligations under
the immediately preceding sentence. This Section 4(b)(vii) shall survive the Closing.


 


(viii)      Closing
Statement. A Closing Statement in such form and substance agreed upon by Purchaser and Seller (the “Closing Statement”).


 


(ix)         Escrow
Agreement. If required under Section 13(b), Seller’s counterpart to the Escrow Holdback Agreement in the form attached
to this Agreement as Exhibit J (the “Escrow Agreement”).


 


(x)          Authority.
Evidence reasonably acceptable to the Title Company of Seller's capacity and authority for the closing of this transaction.


 


(xi)         Termination
of Contracts. Reasonably satisfactory evidence of the termination of all Contracts (defined below) as of or prior to Closing.


 


(xii)        Other
Documents. Any other documents that may be reasonably required by Purchaser or the Title Company to close this transaction,
duly executed (provided however, no such additional document shall expand any obligation, covenant, representation or warranty
of Seller or result in any new or additional obligation, covenant, representation or warranty of Seller under this Agreement beyond
those expressly set forth in this Agreement).


 




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(c)          Purchaser's
Closing Deliveries. Purchaser will be prepared to authorize Closing no later than 1:00 p.m. Eastern Time on the Closing
Date and will perform and deliver, before 1:00 p.m. Eastern Time on the Closing Date the following:


 


(i)          Sales
Price. The Sales Price in Immediately Available Funds (reduced by the amount, if any, of the Earnest Money applied for
that purpose).


 


(ii)         Bill
of Sale. Purchaser's counterpart to the Bill of Sale, duly executed by Purchaser.


 


(iii)        Assignment
and Assumption. Purchaser's counterpart to the Assignment and Assumption, duly executed by Purchaser.


 


(iv)        Tenant
Notices. Notices to all tenants of the Property informing tenants (A) that Purchaser is the new owner of the Property,
(B) that Purchaser has received and is responsible for all of the tenants' security deposits, and (C) that tenants are to thereafter
mail any rental payments to an address supplied by Purchaser.


 


(v)         Closing
Statement. Purchaser's counterpart to the Closing Statement.


 


(vi)        Escrow
Agreement. If required under Section 13(b), Purchaser’s counterpart to the Escrow Agreement.


 


(vii)       Authority.
Evidence reasonably acceptable to the Title Company of Purchaser's capacity and authority for the closing of this transaction.


 


(viii)      Other
Documents. Any other documents that may be reasonably required by Seller or the Title Company to close this transaction,
duly executed (provided however, no such additional document shall expand any obligation, covenant, representation or warranty
of Purchaser or result in any new or additional obligation, covenant, representation or warranty of Purchaser under this Agreement
beyond those expressly set forth in this Agreement).


 


(d)          Expenses
of Closing. Seller will pay (i) all state, county and local documentary transfer taxes, (ii) 1⁄2 of the base premium
for an ALTA 2006 standard title insurance policy (the “Title Policy”); (iii) 1/2 of any escrow fee; (iv) Seller's
attorneys' fees; (v) Seller’s appropriate share of the prorations set forth in Section 4(e) below; and (vi) other expenses
stipulated to be paid by Seller under other provisions of this Agreement. Purchaser will pay (A) 1⁄2 of the base premium for
the Title Policy; (B) the additional premium for an extended coverage title policy, including any endorsements to the Title Policy;
(C) the cost of any lender policies and endorsements thereto; (D) recording fees; (E) the cost of obtaining an updated survey;
(F) 1/2 of any escrow fee; (G) Purchaser's attorneys' fees; (H) Purchaser's appropriate share of the prorations set forth in Section
4(e) below; and (I) other expenses stipulated to be paid by Purchaser under other provisions of this Agreement. Seller and Purchaser
shall agree on the allocation of the Sales Price among the Properties for purposes of the applicable transfer tax declarations
no later than Thursday, February 27, 2014.


 


(e)          Prorations.
At Closing, items of income and expense of the Property shall be prorated as of midnight on the day immediately preceding the Closing
Date. Income and expenses attributable to the period prior to the Closing Date shall be for the account of Seller, and income and
expenses attributable to the period on and after the Closing Date shall be for the account of Purchaser. The following items shall
be prorated through escrow:


 




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(i)          Taxes.
All real estate, personal property and ad valorem taxes, assessments and bonds (“Taxes”) payable with respect
to the Property shall be prorated between Seller and Purchaser as of the Closing Date for the year in which the Closing is held
on the basis of the statements for such amounts for such year. If statements for the current year are not available as of the Closing
Date, the proration between Seller and Purchaser shall be made on the basis of the amounts due for the immediately prior year and
shall be subject to adjustment outside of escrow after the Closing within sixty (60) days after the bills for the applicable period
are received; provided, however, that any reproration of real estate taxes shall take into account only increases in the tax rate
or millage, and any portion of any real estate tax increase attributable to an increase in assessed value shall not be taken into
account. If any tax assessment for the current year is under protest, the closing tax proration shall be re-prorated between Purchaser
and Seller at such time as there is a final determination on such protest; provided that Seller shall first be credited
for all costs, including legal fees and expenses, associated with such protest.


 


(ii)         Income
and Expenses. Income from the Property other than Rent (as defined below), and ordinary operating expenses incurred by
Seller with respect to the Property, shall be prorated between Seller and Purchaser as of the Closing Date. Such expenses include,
without limitation, utility charges, sewer, janitorial, cleaning and maintenance costs. Purchaser shall cause all utilities to
be placed in the name of Purchaser as of the Closing Date. All utility expenses for the period up until Closing shall be paid by
Seller. All utility expenses associated with the period after Closing shall be paid by Purchaser. The parties shall use commercially
reasonable efforts to obtain readings for all utilities as of the Closing Date. If readings cannot be obtained as of the Closing
Date, the cost of such utilities shall be prorated between Seller and Purchaser by estimating such cost on the basis of the most
recent bill for such service; provided, however, that after the Closing, the parties shall reprorate the amount for such utilities
and pay any deficiency in the original proration to the other party promptly upon receipt of the actual bill for the relevant billing
period.


 


(iii)        Rentals
and Other Tenant Charges. Rents under the Tenant Leases, including, without limitation, fixed rent, additional rent and
operating expense pass-throughs (collectively, “Rents”), shall be addressed in the manner set forth in this
subsection. All prepaid Rents for any period subsequent to the Closing Date shall be credited to Purchaser at Closing. If more
amounts have been collected under Tenant Leases as operating expense pass-throughs than have been expended for operating expenses
by Seller as of the Closing Date, then Purchaser shall receive a credit against the Purchase Price for such excess collected amount.
Operating expense pass-throughs and other amounts reimbursed by tenants for the year in which Closing occurs will be re-prorated
no later than March 31 in the year after which Closing occurs; provided, however, Seller shall receive a credit at Closing for
all operating expenses of the Property actually paid by Seller which relate to periods subsequent to Closing, pursuant to Section
4(e)(ii) above, regardless of whether such actual operating expenses have been fully reimbursed by the tenants as of the Closing
Date. All collected Rents for the month in which the Closing occurs shall be prorated as of the Closing Date. All Rents which are
due but uncollected as of the Closing Date (the “Delinquent Rents”) shall not be prorated at Closing, but shall
be paid to the party entitled to receive such Delinquent Rents upon receipt of same by either Seller or Purchaser after Closing.
Purchaser agrees to use commercially reasonable efforts to collect Delinquent Rents from each tenant remaining in possession of
its space under a Tenant Lease (such efforts limited, however, to forwarding out to the tenants billings therefor prepared by Seller).
Any and all amounts received by Purchaser after the Closing Date from any party owing Delinquent Rents shall be paid and applied
as follows: first, to Purchaser’s reasonable collection costs (including, without limitation, reasonable attorneys’
fees) incurred (after the Closing Date only); second, to Purchaser for Rents due for the then current month; third, to Purchaser
for due but unpaid Rents accruing after the Closing Date, to be applied in the inverse of the order incurred (i.e., the most recently
incurred Rents paid first); fourth, to Delinquent Rents for the month in which the Closing occurs (which sums shall, upon such
collection, be prorated between Seller and Purchaser as though collected prior to Closing and Purchaser shall be entitled to any
of the same which relate to credits given to Seller for operating expense pass-throughs, as provided above); and finally, to Seller
for Delinquent Rents for the period prior to the month of Closing. The parties agree that they shall provide a final accounting
and reconciliation of all Delinquent Rents within thirty (30) days after Closing. Purchaser shall not have an exclusive right to
collect any sums due Seller from tenants under the Tenant Leases, and Seller hereby retains the right to pursue any tenant under
the Tenant Leases for any sums due Seller for periods attributable to Seller's ownership of the Property; provided, however, Seller
(b) shall be required to notify Purchaser in writing of Seller's intention to commence or pursue any legal proceedings, and (c)
shall not be permitted to commence or pursue any legal proceedings against any tenant at the Property seeking eviction of such
tenant or the termination of the underlying Tenant Lease.


 




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(iv)        Security
Deposits. Purchaser shall receive a credit for all security deposits (and interest thereon if required by law or contract
to be earned thereon) reflected as owing in the Tenant Leases which are called for under the Lease and have not then been applied
to defaults thereunder as of the Closing. However, if any tenant security deposit is in the form of an LOC, promissory note or
similar instrument, there shall be no credit against the Sales Price at Closing with respect to any such noncash security deposit.
Seller’s obligations to deliver and transfer any LOC is controlled by Section 4(b)(vii) above.


 


(v)         Leasing
Commissions and Tenant Inducements. Purchaser shall be responsible for the payment of (a) all Tenant Inducement Costs (as
defined below) and leasing commissions which become due and payable (whether before or after Closing) as a result of any new Tenant
Lease or any renewal, expansion or extension of any existing Tenant Lease entered into after the Effective Date (provided that
such new lease, renewal, expansion or extension has been approved or deemed approved by Purchaser in accordance with Section 13(b)
below); and (b) all Tenant Inducement Costs and leasing commissions which first become due and payable from and after the Closing
Date. If Seller has paid any Tenant Inducement Costs or leasing commissions prior to the Closing Date for which Purchaser is responsible,
Seller shall receive a credit for such amounts at Closing. The payment or satisfaction of all leasing commissions and Tenant Inducement
Costs which are not the responsibility of Purchaser as described in the first sentence of this Section 4(e)(v) or otherwise agreed
to in writing by the parties, shall be the responsibility of Seller. Notwithstanding the foregoing, Seller acknowledges and agrees
that Seller will be solely responsible for payment of any tenant improvements and leasing commissions incurred in connection with
those certain leases executed by Seller with each of (i) Workout Anytime (dba Bethany Bend Fitness LLC) at Bethany Village, (ii)
Workout Anytime (dba Suwanee WOA, LLC) at Dean Taylor Crossing, (iii) Browline at Dean Taylor Crossing, and (iv) Anytime Fitness
(dba Carle Fitness Centers, LLC) at Towne Centre at Wesley Chapel. For purposes hereof, the term “Tenant Inducement Costs”
shall mean any out-of-pocket payments required under a Tenant Lease to be paid or incurred by the landlord to or for the benefit
of the tenant which is in the nature of a tenant inducement, including specifically, without limitation, tenant improvement costs,
lease buyout costs, and moving, design and refurbishment allowances. The term “Tenant Inducement Costs” shall not include
loss of income resulting from any free or reduced rental period, it being agreed that Seller shall bear the loss resulting from
any free or reduced rental period until the Closing Date and that Purchaser shall bear such loss from and after the Closing Date;
provided that at Closing Purchaser shall receive a credit in the amount of $161,271 to offset free or reduced rental periods that
extend beyond the Closing Date under certain Tenant Leases at the Properties, and Seller shall have no additional liability for
any free or reduced rental period from and after the Closing Date.


 




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(vi)        Reprorations.
Any proration under this Section 4(e) that cannot be ascertained with certainty as of the Closing Date shall be prorated on the
basis of the parties’ reasonable estimates of such amounts and shall be the subject of a final proration as soon thereafter
as the precise amounts can be ascertained, but in no event later than sixty (60) days after the Closing. Seller and Purchaser shall
each cooperate with the other diligently and promptly to correct any errors in computations or estimates under this Section 4(e)
and shall promptly pay to the party entitled thereto any refund, credit or other payment necessary to comply with this Section
4(e) on demand therefor.


 


(vii)       Survival.
The provisions of this Section 4(e) shall survive Closing.


 


5.            Due
Diligence and Inspection.


 


(a)          Inspection.
Prior to the Effective Date, Purchaser has conducted an acquisition due diligence investigation of the Property (the “Inspection”),
including (i) a review of Tenant Leases, Contracts, financial statements and other documentation related to the Property, and (ii)
a physical inspection of the Shopping Centers to determine the condition of the same including the existence of any environmental
hazards or conditions. Seller has provided Purchaser with full access to the Property, including the books and records relating
to the Property in Seller’s possession or control. Purchaser shall have no direct contact or communications with tenants
or vendors without Seller’s prior approval. If Purchaser would like to meet with third party vendors relating to the Property
and tenants of the Shopping Centers in connection with its due diligence review of the Property, Purchaser shall contact Seller
with such requests and Seller shall use commercially reasonable efforts to arrange such meetings. Seller may elect to be present
during such meetings. With Seller's permission, after Seller has received advance notice sufficient to permit it to schedule Purchaser's
examination of the Shopping Centers in an orderly manner and to provide at least twenty-four (24) hours advance written notice
to any affected tenants, Purchaser or its agents or contractors may enter upon the Shopping Centers for purposes of analysis or
other tests and inspections deemed necessary by Purchaser for the Inspection; provided, however, Purchaser is not permitted to
perform any intrusive testing, including, without limitation, a Phase II environmental assessment or boring, without (i) submitting
to Seller the scope and inspections for the testing, and (ii) obtaining the prior written consent of Seller which may be withheld
in Seller's sole and absolute discretion. Seller may have a representative present at any inspection or testing made by Purchaser
on the Shopping Centers. Purchaser shall not alter the physical condition of the Shopping Centers without notifying Seller of its
requested tests, and obtaining the prior written consent of Seller to any physical alteration of the Property, which may be withheld
in Seller's sole and absolute discretion. Purchaser will exercise its best efforts to conduct or cause to be conducted all inspections
and tests in a manner and at times that will not unreasonably interfere with any tenant's use and occupancy of the Shopping Centers.
Purchaser shall promptly repair any damage it causes to the Shopping Centers to the condition existing prior to any entry thereon
by Purchaser if damaged or changed due to the tests and inspections performed by Purchaser, free of any mechanic's or materialman's
liens or other encumbrances arising out of any of the inspections or tests. PURCHASER HEREBY INDEMNIFIES AND HOLDS SELLER HARMLESS
FROM ALL CLAIMS, LIABILITIES, DAMAGES (BUT NOT CONSEQUENTIAL DAMAGES), LOSSES, COSTS, EXPENSES (INCLUDING, WITHOUT LIMITATION,
REASONABLE ATTORNEYS' FEES), ACTIONS, AND CAUSES OF ACTION ARISING OUT OF PHYSICAL INSPECTION OF THE SHOPPING CENTERS PERFORMED
BY PURCHASER, ITS AGENTS, LENDERS, INDEPENDENT CONTRACTORS, AND/OR EMPLOYEES. Purchaser further waives and releases any claims,
demands, damages, actions, causes of action or other remedies of any kind whatsoever against Seller for property damages or bodily
and/or personal injuries to Purchaser, its agents, lenders, independent contractors, servants and/or employees arising out of such
inspection of the Shopping Centers. The Inspection shall be conducted at Purchaser's sole cost and expense.


 


(b)          Waiver
of Contingencies. By its execution of this Agreement, Purchaser is conclusively deemed to have elected to proceed with
the purchase of the Property subject to and in accordance with the terms of the Agreement, and the Earnest Money shall be non-refundable,
subject to the remaining terms and conditions hereof. Accordingly, as of the Effective Date, Purchaser agrees that Purchaser has
no further right to terminate the Agreement with respect to (a) its physical inspection or studies conducted of the Property pursuant
to Section 5(a) of this Agreement, or (b) any objections to the Commitment or the New Surveys pursuant to Section 6(b) of this
Agreement (expressly excluding the condition set forth in Section 6(c)).


 




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(c)          Reports.
In the event that the transaction does not close, upon written request from Seller, Purchaser shall provide to Seller, at no cost
to Seller, with a copy of the results of any tests and inspections made by Purchaser, excluding any market and economic feasibility
studies (collectively, “Purchaser Reports”). Any Purchaser Reports delivered to Seller will be delivered for
informational purposes only and Purchaser makes no representation or warranty, express or implied, as to the accuracy or completeness
of the information contained in the Purchaser Reports. Seller agrees not to enforce any claim or cause of action against Purchaser
or the preparers of the Purchaser Reports (unless Seller obtains its own separate agreement with the preparer of the applicable
Purchaser Reports) for any inaccuracies in the Purchaser Reports. Except as may be required by applicable law or any judicial or
quasi-judicial order, law, rule or regulation or in connection with the enforcement of this Agreement, Purchaser shall keep confidential
the Purchaser's Reports, the Due Diligence Materials and any other information regarding the Property delivered or made available
by Seller or Broker, and may not disclose the results to any third parties, except to Purchaser’s attorneys, accountants,
agents and other professionals and prospective lenders (and their advisors), who shall be obliged to keep such information confidential.


 


(d)          Insurance.
Prior to the date that Purchaser or its agents or contractors first enter the Property, Purchaser and Purchaser’s agents
and contractors shall procure and maintain throughout the term of this Agreement, commercial general liability insurance, including
direct contractual and contingent liability, with limits of not less than One Million Dollars ($1,000,000) per occurrence and Two
Million Dollars ($2,000,000) in the aggregate. Seller, Bentall Kennedy (U.S.) Limited Partnership and NewTower Trust Company shall
be included as an additional insured(s) under the required commercial general liability coverage. In addition, this insurance must
include: (i) personal injury liability with employee and contractual exclusions removed; and (ii) a waiver of subrogation in favor
of Seller without exception for the negligence of any additional insured. Neither Purchaser nor Purchaser’s agents or contractors
will be permitted to come onto the Property unless and until Purchaser has provided to Seller copies of the insurance policy or
policies of Purchaser and Purchaser’s agents and contractors evidencing this coverage, the additional insured status of Seller,
and the waiver of subrogation.


 


(e)          Survival.
The provisions of this Section 5 shall survive the Closing or any termination of this Agreement and are not subject to any liquidated
damage limitation on remedies, notwithstanding anything to the contrary in this Agreement.


 


6.            Title
Approval.


 


(a)          Commitment;
Survey. Prior to the Effective Date, Seller has caused to be delivered to Purchaser (i) commitments for ALTA 2006 owner’s
policies of title insurance with copies of all recorded instruments affecting the Shopping Centers and recited as exceptions in
such commitments (collectively, the “Commitment”) and (ii) a copy of the most recent surveys of each of the
Shopping Centers in Seller's possession (collectively, the “Survey”). Purchaser, at Purchaser's cost, has obtained
a new survey (each, a “New Survey” and collectively, the “New Surveys”) of the applicable
Shopping Center made on the ground by a registered professional land surveyor that conforms to the requirements of an ALTA/ACSM
minimum standard detail survey and shall provide a copy of the New Survey to Seller.


 




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(b)          
Objections. Prior to the Effective Date, Purchaser has provided to Seller written notice of its objection to items
disclosed in the Commitment and New Surveys, and Seller has responded to such title objections. Seller shall have no obligation
to expend any money, to incur any contractual or other obligations, or to institute any litigation in pursuing its efforts other
than to remove at Closing financing liens of an ascertainable amount created by Seller.


 


(c)          Goolsby
Access Easement. Seller acknowledges that Purchaser desires to include Parcel IV: “TOGETHER WITH easements set forth
in the Temporary Construction and Permanent Access Easement Agreement recorded in Official Records Book 22114, Page 1840, of the
Public Records of Hillsborough County, Florida” as part of the legal description for the Goolsby Shopping Center. Seller
acknowledges and agrees that (i) it shall use commercially reasonable efforts to obtain an affidavit from the grantor of the Temporary
Construction and Permanent Access Easement Agreement confirming the contents of the underlying deed to such property and to have
the Title Company provide affirmative coverage of such Parcel IV as part of the legal description for the Goolsby Shopping Center,
and (ii) the inclusion of such Parcel IV in the legal description for the Goolsby Shopping Center shall be a condition to Closing.
If this condition to Closing has not been satisfied on or before March 3, 2014, then, subject to Section 8(a) below, Purchaser
may elect to extend Closing until the date that is five (5) days after such condition has been satisfied; provided that Closing
may not be extended beyond Wednesday, April 2, 2014. If this condition to Closing remains unsatisfied as of April 2, 2014, then
Purchaser may, at its option, (A) waive this condition and close this transaction in accordance with the terms and provisions of
this Agreement, or (B) terminate this Agreement by notice in writing to Seller and promptly receive back the Earnest Money whereupon
neither party shall have any further rights or obligations under this Agreement, other than rights or obligations that expressly
survive termination.


 


(d)          Permitted
Exceptions. The phrase “Permitted Exceptions” means those exceptions to title set forth in the Commitment
or Survey and that have been accepted or deemed accepted by Purchaser.  


 


(e)          Encumbrances.
After the Effective Date, Seller will not intentionally or deliberately place on the Property any encumbrance (references to "encumbrance"
include any lien, encumbrance, or other exception to title) other than the Permitted Exceptions. If, before the Closing Date, title
to the Property becomes subject to any encumbrance other than a Permitted Exception, then Seller may (but has no obligation to)
attempt to cure the encumbrance. If Seller is unable or unwilling to cure the encumbrance, then Purchaser, as its sole and exclusive
remedy, may either: (i) terminate this Agreement by written notice to Seller whereupon the Earnest Money shall be returned to Purchaser,
and neither party will have any right or obligation under this Agreement other than rights or obligations that expressly survive
termination; or (ii) proceed to Closing without receiving any credit against or reduction of the Sales Price whereupon Purchaser
shall be deemed to have accepted the encumbrance as an exception to title (which shall thereupon become a Permitted Exception).
If any such encumbrance that Seller is unwilling or unable to remove is placed against the Property by Seller intentionally and
deliberately after the Effective Date, the same shall be deemed a default hereunder by Seller.


 


7.            Due
Diligence Materials. Prior to the Effective Date, Seller has delivered to Purchaser or made available to Purchaser or made
available on the due diligence, copies of the following (the “Due Diligence Materials”), to the extent (and
only to the extent) that these items are available and in Seller's actual possession:


 


(a)          Copies
of Tenant Leases;


 


(b)          A
list of Tenant Leases; and


 


(c)          Operating
reports for the most recent two (2) years.


 




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(d)          Copies
of Contracts;


 


(e)          All
licenses and permits with respect to the ownership and operation of the Property, including, but not limited to, building permits
and certificates of occupancy;


 


(f)          All
third party warranties and guaranties relating to the Property, or any part thereof, or to the tangible Personal Property;


 


(g)          The
most current real estate and personal property tax statements with respect to the Property;


 


(h)          The
most recent twelve (12) months of utility bills relating to the Property;


 


(i)          Repair/maintenance
logs and records;


 


(j)          Copies
of Seller’s title insurance policies obtained when Seller acquired the Property; and


 


(k)          Copies
of environmental reports relating to the Property.


 


Seller makes no representation
or warranty, express or implied, as to the accuracy or completeness of the information contained in the Due Diligence Materials,
and Purchaser acknowledges that the Due Diligence Materials will be for informational purposes only and shall not give Purchaser
any cause of action against Seller or the preparer, absent an agreement from the preparer that Purchaser is entitled to rely on
a particular matter. In no event will the Due Diligence Materials include appraisals, valuation memos, or correspondence related
to the sale of the Property.


 


8.            Tenant
Estoppel Letters; SNDAs; Reciprocal Easement Estoppels.


 


(a)          Tenant
Estoppel Letters. It is a condition precedent to Purchaser's obligations to Close that Seller shall have delivered to Purchaser,
no later than three (3) days before the Closing Date (the “Estoppel Deadline”), tenant estoppel letters (“Tenant
Estoppel Letters”) in the form of estoppel required under each Tenant Lease, or if no such form is required, substantially
in the form attached hereto as Exhibit F, from tenants under Tenant Leases covering each of the major grocery store tenant
at each Property (each, a “Major Tenant”) and at least sixty-five percent (65%) of the remaining leased square
footage of the Improvements with respect to the Shopping Centers in the aggregate. For purposes of the foregoing, a tenant shall
not be considered to be leasing the Improvements if the term of its Tenant Lease is month-to-month or expires within six (6) months
after the Closing Date. Each of the Tenant Estoppel Letters shall be substantially in form and substance of the Tenant Estoppel
Letter delivered to the Tenant. A Tenant Estoppel Letter shall not fail to qualify as an acceptable Tenant Estoppel Letter if the
applicable tenant (a) inserts "to tenant's knowledge" or "in all material respects" or other similar knowledge
or materiality qualification to any of the statements contained in its Tenant Estoppel Letter (provided that any Tenant Estoppel
Letter that contains a qualification to the amount of rent, the term of the lease or tenant allowances shall only qualify as an
acceptable Tenant Estoppel Letter if Purchaser approves such qualification); (b) delivers an estoppel letter that does not contain
any more information than that which the tenant is required to give under its Tenant Lease; or (c) inserts "approximately"
or other similar qualification to the amount of square feet leased by the tenant. In no event will Seller be in default under this
Agreement or have any liability to Purchaser if Seller is unable to obtain any of the Tenant Estoppel Letters. Purchaser and Seller
shall coordinate the preparation and delivery of the Tenant Estoppel Letters promptly after the Effective Date. Seller shall submit
the same to the tenants and return executed Tenant Estoppel Letters to Purchaser via e-mail upon receipt thereof. If Purchaser
has not received the required Tenant Estoppel Letters by the Estoppel Deadline, then Seller may, upon written notice to Purchaser,
elect to extend the Estoppel Deadline and the Closing Date for up to an additional thirty (30) days, and, subject to Section 6(c),
Closing shall occur on the date that is five (5) days after the delivery of the required Tenant Estoppel Letters. If Purchaser
has not received the required Tenant Estoppel Letters by the Estoppel Deadline (as may be extended), then, in lieu of Tenant Estoppel
Letters, Seller, in its sole and absolute discretion, may elect to deliver a Seller's certification for required tenants (other
than for a Major Tenant) under Tenant Leases, certifying to the matters contained in the Tenant Estoppel Letters that have not
been returned (the “Seller Certificates”). Seller shall be released from any liability with respect to a Seller
Certificate upon and to the extent of delivery to Purchaser of a Tenant Estoppel Letter executed by the tenant for which Seller
has delivered a Seller's Certificate. If Seller is unable, after utilizing commercially reasonable efforts, to obtain the required
percentage of Tenant Estoppel Letters including any Seller Certificates on or prior to the Estoppel Deadline (as may be extended),
then Purchaser, as its sole and exclusive remedy, may either: (i) terminate this Agreement by written notice to Seller whereupon
the Earnest Money shall be promptly returned to Purchaser, and the parties will have no further rights or obligations under this
Agreement, except for those rights or obligations that expressly survive termination; or (ii) waive the requirement of the Tenant
Estoppel Letters and proceed to Closing without receiving any credit against or reduction of the Sales Price.


 




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(b)          SNDAs.
Seller shall use commercially reasonable efforts to obtain a subordination, non-disturbance and attornment agreement
(an “SNDA”) in the form provided by Purchaser’s lender or in the form required to be delivered by the
applicable Tenant Lease from the tenants identified by Purchaser, which may only include (i) the Publix tenant at the Bethany Village
property and (ii) any other tenant at the Bethany Village property that (A) leases more than 5,000 square feet of premises, (B)
has a recorded leasehold interest, or (C) has an option or right of first refusal to acquire all or any portion of the Bethany
Village property (collectively, the “Bethany SNDA Tenants”). Notwithstanding the foregoing, receipt of the SNDAs
by Purchaser or its lender (and the execution and delivery of such SNDAs by the Bethany SNDA Tenants) shall not be a condition
to Closing and in no event will Seller be in default under this Agreement or have any liability to Purchaser if Purchaser is unable
to obtain any of the SNDAs. Seller shall reasonably facilitate Purchaser negotiating with the Bethany SNDA Tenants if the Bethany
SNDA Tenants have changes to the SNDAs, provided that in all events a representative of Seller shall have the right to participate
in any dialogues between Purchaser and the Bethany SNDA Tenants.


 


(c)          Reciprocal
Easement Estoppels. Seller shall use commercially reasonable efforts to obtain an estoppel certificate from any property
owners’ association governing or any third party under any reciprocal easement agreement recorded against the Property (each,
an “REA Estoppel”) where Seller or a prospective purchaser are expressly permitted to request an estoppel from
such property owners’ association governing or any third party and the recorded document expressly requires that an estoppel
be provided. Seller shall request the REA Estoppel only in such form as required by such recorded document. Notwithstanding the
foregoing, receipt of the REA Estoppels by Seller shall not be a condition to Closing, and in no event will Seller be in default
under this Agreement or have any liability to Purchaser if Seller is unable to obtain any of the REA Estoppels.


 


9.            Broker’s
Fee. Purchaser and Seller represent and warrant to each other that no real estate commissions, finders' fees, or brokers'
fees have been or will be incurred in connection with the sale of the Property by Seller to Purchaser other than a commission payable
by Seller to CBRE, Inc. (the “Broker”) pursuant to a separate agreement between Seller and Broker. Each party
represents to the other that, except as set forth above, it has not authorized any broker or finder to act on its behalf in connection
with the sale and purchase under this Agreement and that it has not dealt with any broker or finder purporting to act on behalf
of any other party. Purchaser and Seller each hereby agree to indemnify, defend, and hold the other harmless from any claim, liability,
obligation, cost, or expense (including attorneys' fees and expenses) for fees or commissions relating to Purchaser's acquisition
of the Property asserted against either party by any broker or other person (other than the Broker) claiming by, through, or under
the indemnifying party or whose claim is based on the indemnifying party's acts. The provisions of this Section 9 shall survive
the Closing or any termination of this Agreement.


 




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10.          Limitation
of Seller’s Representations and Warranties; Release.


 


(a)          AS-IS.
EXCEPT AS EXPRESSLY SET FORTH IN SECTION 12 OF THIS AGREEMENT, PURCHASER ACKNOWLEDGES AND AGREES THAT PURCHASER IS PURCHASING
THE PROPERTY IN AN “AS-IS” CONDITION “WITH ALL FAULTS” AND WITHOUT ANY WARRANTIES, REPRESENTATIONS OR GUARANTEES,
EITHER EXPRESSED OR IMPLIED, OF ANY NATURE WHATSOEVER FROM OR ON BEHALF OF SELLER, INCLUDING WITHOUT LIMITATION, THOSE OF FITNESS
FOR A PARTICULAR PURPOSE AND USE.


 


(b)          No
Reliance. Purchaser acknowledges that (i) Purchaser has had or will have, pursuant to this Agreement, an adequate
opportunity to make such legal, factual and other inquiries and investigation as Purchaser deems necessary, desirable or appropriate
with respect to the Property, and (ii) except as otherwise expressly set forth in Section 12 of this Agreement, neither Seller,
nor anyone acting for or on behalf of Seller, has made any representation, warranty, promise or statement, express or implied,
to Purchaser, or to anyone acting for or on behalf of Purchaser, concerning the Property or the condition, use or development thereof.
Purchaser represents that, in entering into this Agreement, Purchaser has not relied on any representation, warranty, promise or
statement, express or implied, of Seller, or anyone acting for or on behalf of Seller, other than as expressly set forth in Section
12 of this Agreement, and that Purchaser shall purchase the Property based upon Purchaser’s own prior investigation and examination
of the Property. If Purchaser elects (A) not to inspect the Property, or (B) to proceed to Closing, such election will be made
at Purchaser’s absolute discretion, in reliance solely upon the tests, analyses, inspections and investigations that Purchaser
makes, or had the right to make and opted not, or otherwise failed, to make, and not in reliance upon any alleged representation
made by or on behalf of Seller, except as set forth in Section 12.


 


(c)          Release.
Except as may be expressly provided in Section 12 of this Agreement, Purchaser, for itself and its successors in interest, releases
Seller and its affiliates and their respective members, managers, partners, officers, directors, employees and advisors (collectively
“Seller Parties”) from, and waives all claims and liability against the Seller Parties for, any structural,
physical, environmental, economic, legal, financial or operational condition at the Property, and hereby releases the Seller Parties
from, and waives all liability against the Seller Parties attributable to, the structural, physical, environmental, economic, legal,
financial or operational condition of the Property, including without limitation (i) any damages arising out of a violation of
any legal requirement with respect to the physical condition, maintenance or improvement of the Property, including zoning and
building codes and the Americans with Disabilities Act; (ii) any damages arising out of the state of the physical condition, maintenance
or improvement of the Property on or before the Closing Date; (iii) any damages arising out of the presence, discovery or removal
of any hazardous materials or substances in, at, about or under the Property, or connected with or arising out of any and all claims
or causes of action based upon any environmental law, including CERCLA (Comprehensive Environmental Response, Compensation, and
Liability Act of 1980, as amended by SARA Superfund Amendment and Reauthorization Act of 1986 and as may be further amended from
time to time) or any related claims or causes of action or any other federal, state or municipal based statutory or regulatory
causes of action for environmental contamination at, in or under the Property. The provisions of this Section 10 shall survive
indefinitely any Closing or termination of this Agreement and shall not be merged into the Closing documents.


 




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Seller and Purchaser
hereby acknowledge and agree to the provisions of this Section 10:


 


	 	Seller:	 	 	 	Purchaser:	 	 


 


11.          Default.


 


(a)          Seller's
Remedies. If Purchaser fails to perform its obligations pursuant to this Agreement at or prior to Closing for any reason
except failure by Seller to perform its obligations hereunder, or if prior to Closing any one or more of Purchaser's representations
or warranties are breached in any material respect, and this failure or breach is not cured within three (3) Business Days after
written notice from Seller to Purchaser, then Seller, as its sole and exclusive remedy (except as provided in Sections 5
and 9), may terminate this Agreement and receive the Earnest Money as liquidated damages and not as penalty, in full satisfaction
of claims against Purchaser hereunder (except for claims arising under Section 5 or Section 9). Seller and Purchaser
agree that Seller's damages resulting from Purchaser's default are difficult, if not impossible, to determine, and the Earnest
Money is a fair estimate of those damages and has been agreed to in an effort to cause the amount of damages to be certain. Notwithstanding
anything in this Section 11(a) to the contrary, in the event of Purchaser's default or termination of this Agreement, Seller shall
have all remedies available at law or in equity if Purchaser or any party related to or affiliated with Purchaser is asserting
any claims or right to the Property that would otherwise delay or prevent Seller from having clear, indefeasible and marketable
title to the Property. If Closing is consummated, then Seller shall have all remedies available at law or in equity if Purchaser
fails to perform any obligation of Purchaser under this Agreement.


 


(b)          Purchaser's
Remedies. If Seller fails to perform its obligations pursuant to this Agreement for any reason except failure by Purchaser
to perform its obligations hereunder, or if before Closing any one or more of Seller's representations or warranties are breached
in any material respect, and this failure or breach is not cured within three (3) Business Days after written notice from Purchaser
to Seller, then Purchaser may, as its sole and exclusive remedy, either: (i) terminate this Agreement by giving Seller timely written
notice of its election before or at Closing and recover the Earnest Money; (ii) enforce specific performance of Seller’s
obligations under this Agreement; or (iii) waive Seller's failure or breach and proceed to Closing. Notwithstanding anything herein
to the contrary, Purchaser shall be deemed to have elected to terminate this Agreement if Purchaser fails to deliver to Seller
written notice of its intent to file a claim or assert a cause of action for specific performance against Seller on or before thirty
(30) days following the scheduled Closing Date or, having given that notice, fails to file a lawsuit asserting the claim or cause
of action in Gwinnett County, Georgia; Fulton County, Georgia; Pasco County, Florida; Osceola County, Florida; or Hillsborough
County, Florida, as applicable, within ninety (90) days following the scheduled Closing Date. Unless Purchaser in good faith either
(1) disputes an allegation of Purchaser's default and promptly files suit for declaratory judgment or (2) alleges a Seller default
that continues after the notice and cure period set forth above and timely files suit for specific performance and the action is
pending, Purchaser may not place a lis pendens against all or any portion of the Property, and Purchaser hereby waives and
releases any right it may have under applicable law to file any lis pendens. In no event or circumstance shall Purchaser
be entitled to any consequential or punitive damages. Purchaser's remedies shall be limited to those described in this Section
11(b). Notwithstanding anything contained herein to the contrary, in the event that Purchaser is precluded from electing to pursue
the remedy of specific performance due to a breach by Seller of this Agreement (e.g., Seller has conveyed all or part of the Property
to a bona fide purchaser for value who takes without knowledge of this Agreement), and Purchaser elects clause (i) above as its
sole and exclusive remedy, then, Purchaser, in addition to obtaining a prompt return of Earnest Money, shall be entitled to recover
damages against Seller in an amount equal to all verified, third party out of pocket costs and expenses incurred by Purchaser in
connection with the transaction contemplated hereby up to an aggregate maximum amount of $120,000.00, and Purchaser shall have
the right to pursue collection thereof through any and all legal or equitable means including, but not limited to, a suit for damages,
The provisions of this Section 11(b) shall survive the Closing or any termination of this Agreement.


 




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Seller and Purchaser
hereby acknowledge and agree to the provisions of this Section 11:


 





	 	Seller:	 	 	 	Purchaser:	 	 






 


12.          Representations
and Warranties of Seller.


 


(a)          Representations
and Warranties. Seller hereby represents and warrants to Purchaser, which representations and warranties shall be deemed
made by Seller to Purchaser as of the Effective Date and also as of the Closing Date, that:


 


(i)          Parties
in Possession. There are no parties in possession of any portion of the Property except Seller and tenants under Tenant
Leases.


 


(ii)         Authority.
Seller has the power and authority to sell and convey the Property as provided in this Agreement and to carry out Seller's obligations
under this Agreement, and that all requisite corporate or partnership action necessary to authorize Seller to enter into this Agreement
and to carry out Seller's obligations under this Agreement has been, or on the Closing Date will have been, taken.


 


(iii)        Tenant
Leases. The list of Tenant Leases attached as Exhibit G is a list of those leases with tenants which are currently
in effect with respect to the Property. Seller has provided to Purchaser a complete copy of the Tenants Leases set forth on Exhibit
G and a complete copy of the rent roll that Seller uses and relies on in connection with Seller’s ownership and operation
of the Property. Except as (A) may have been disclosed to Purchaser in writing prior to the Effective Date, (B) is otherwise indicated
by the contents of the Due Diligence Materials, including the Tenant Leases, lease files made available to Purchaser for its inspection
and tenant delinquency reports, or (C) is included in the Tenant Estoppel Letters (1) the Tenant Leases are in full force and effect,
(2) Seller has no actual knowledge of any existing uncured default by either party under any of the Tenant Leases, (3) no other
leases, amendments, modifications or waivers to any Tenant Leases, are in effect with respect to the Property, other than the Tenant
Leases, and (4) to the knowledge of Seller the copies of the Tenant Leases made available by Seller for review by Purchaser are
true and complete copies of the Tenant Leases.


 


(iv)        Contracts.
Seller has no knowledge of the existence of service or other contracts other than those listed on Exhibit H (collectively,
the “Contracts”), or of the existence of any written amendments or modifications of any of the Contracts, which
have not been made available to Purchaser.


 


(v)         Operating
Statements. Except as may have been disclosed to Purchaser prior to the Effective Date, to Seller’s actual knowledge,
the operating statements for the Property relating to the period of Seller’s ownership of the Property made available to
Purchaser pursuant to this Agreement are the operating statements used by Seller in its operation of the Property.


 


(vi)        No
Notice of Violations. Except as may have been disclosed to Purchaser prior to the Effective Date, Seller has received no
written notice (that remains uncured) from any government agency having jurisdiction over the Land or Improvements that considers
either the construction of the Improvements or the operation or use of the Property to be in violation of any law, ordinance, regulation,
or order.


 




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(vii)       No
Litigation; Eminent Domain. Except as set forth on Exhibit I, there are no actions, suits or proceedings pending
for which Seller has received service of process, before or by any judicial, administrative or union body, any arbiter or any governmental
authority, against or affecting Seller or the Property. Seller has not received any written notice of a pending or threatened eminent
domain or similar proceeding that would affect the Land or Improvements.


 


(viii)      Not
a Foreign Person. Seller is not a "foreign person" as defined in Section 1445 of the Internal Revenue Code of
1986, as amended (the “Code”), and the Income Tax Regulations thereunder.


 


(ix)         OFAC.
Seller is not a person or entity described by Section 1 of the Executive Order (No. 13,224) Blocking Property and Prohibiting Transactions
With Persons Who commit, Threaten to Commit, or Support Terrorism, 66 Fed. Reg. 49,079 (September 25, 2001), and does not engage
in any dealings or transactions, and is not otherwise associated, with any of those persons or entities.


 


(x)          Employees.
Seller has no employees at any of the Shopping Centers and is not a party to any collective bargaining agreement. Seller is not
an “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended
(“ERISA”), which is subject to Title I of ERISA. Seller is not a “Plan” as defined in Section 4975(e)(1)
of the Code which is subject to Section 4975 of the Code. The assets of Seller do not constitute
“plan assets” of one or more such plans.


 


(b)          Seller's
Knowledge. Whenever the phrases “to Seller's actual knowledge” or “to the best of Seller's
knowledge” or any similar phrase is used herein, those phrases mean the present, actual knowledge (as opposed to the
imputed knowledge), without inquiry or investigation, of the fact or condition by Kelly Dickerson of Bentall Kennedy (U.S.) Limited
Partnership (“Seller's Representative”). The representations and warranties contained in Section 12 are
the representations and warranties of Seller, not Seller’s Representative, and shall not create any individual liability
for Seller's Representative.


 


(c)          Condition
Precedent. It is a condition precedent to Purchaser's obligations under this Agreement that as of the Closing Date, all
of Seller's representations and warranties shall be true and correct in all material respects. If the representations and warranties
of Seller, which to Seller's actual knowledge were true and correct when made, are not true and correct in all material respects
on the Closing Date, and that change is not directly attributable to Seller's actions or conscious failure to act, then Purchaser
may, at its option, (i) waive this condition and close this transaction in accordance with the terms and provisions of this Agreement,
or (ii) terminate this Agreement by notice in writing to Seller and promptly receive back the Earnest Money whereupon neither party
shall have any further rights or obligations under this Agreement, other than rights or obligations that expressly survive termination.


 


(d)          Survival
Period. Subject to the provisions of Section 12(e), and notwithstanding anything else to the contrary contained in this
Agreement, in any exhibits attached hereto, or in any documents executed or to be executed at Closing or otherwise in connection
herewith (collectively, the “Purchase Documents”), all of Seller's representations, warranties, covenants,
undertakings, indemnities, and agreements contained in any of the Purchase Documents (collectively, “Seller's Undertakings”)
shall survive the Closing for a period of two hundred seventy (270) days (the “Survival Period”). Purchaser
acknowledges that it is a sophisticated purchaser who is familiar with the ownership and operation of real estate projects similar
to the Property, and Purchaser and Seller have negotiated and agreed upon the length of the Survival Period as an adequate period
of time for Purchaser to discover any and all facts that could give rise to a claim or cause of action for a breach of a representation.
Purchaser may bring an action against Seller on the breach of any Seller's Undertakings, but only if: (i) Purchaser first learns
of the breach after Closing and files the action within the Survival Period and (ii) the damage to Purchaser on account of the
breach (individually or when combined with damages from other breaches) equals or exceeds Twenty-Five Thousand and No/100 Dollars
($25,000.00). Furthermore, Purchaser agrees that Seller's liability, however and whenever arising, whether based on or through,
directly or indirectly, in whole or in part, any breach of Seller's Undertakings, at law or in equity, or any other claim or basis
arising under the Purchase Documents or with respect to the Property, at law or in equity, shall not exceed, in the aggregate,
One Million Five Hundred Thousand and No/100 Dollars ($1,500,000.00).
The provisions of this Section 12(d) shall survive the Closing.


 




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(e)          Untrue
Representation or Warranty. If, prior to Closing, Purchaser obtains knowledge that any representation or warranty of Seller
in this Agreement is incorrect in any material respect, Purchaser shall promptly notify Seller of such incorrectness. Upon receiving
such notification, Seller shall have the right take such action as shall be necessary in order to render correct the representation
or warranty which was incorrect. If Seller fails to notify Purchaser within ten (10) days after receiving Purchaser’s notice
that Seller intends to take such action, then Purchaser’s sole remedy, assuming that Purchaser was correct in stating that
Seller’s representation or warranty was materially incorrect, shall be to terminate this Agreement by notice to Seller given
within five (5) days after the expiration of such ten (10) day period, in which case Purchaser shall be entitled to the return
of the Earnest Money, where upon no party shall have any further rights or obligations under this Agreement other than those that
expressly survive Closing; otherwise, Purchaser shall be deemed to have waived any right to terminate this Agreement or to recover
from Seller on account of such incorrectness. If Purchaser obtains knowledge prior to the Closing that any representation or warranty
of Seller herein is incorrect in any material respect but does not notify Seller as provided above, Purchaser will be deemed to
have forever waived any right to recover from Seller on account of such incorrectness.


 


13.          Covenants
of Seller.


 


(a)          General.
From the Effective Date until Closing, Seller shall:


 


(i)          Operations.
Maintain and operate the Property in its current state and condition, reasonable wear and tear and damage from casualty excepted.


 


(ii)         Insurance.
Continue all insurance policies relative to the Property in full force and effect.


 


(iii)        Removal
of Property. Not remove any item of Personal Property from the Land or Improvements unless replaced by a comparable item
of Personal Property, except for any dead landscaping, which Seller shall have no obligation to replace.


 


(iv)        Contracts.
Refrain from entering into or amending any contracts, or other agreements (excluding leases) regarding the Property, other than
contracts in the ordinary and usual course of business and which are cancelable by the owner of the Property without penalty within
thirty (30) days after giving notice thereof, but including any contracts, agreements, options or other instruments calling for
the sale of the Property (other than this Agreement) or any interest in Seller and during the term of this Agreement Seller shall
refrain from soliciting any such contracts, agreement, option or other instruments.


 


(v)         Notices.
Provide Purchaser with copies of all written notices received by Seller after the Effective Date which assert any material
breach of Tenant Leases, Contracts, laws, covenants or permits applicable to the Property.


 




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(b)          Leasing.
Seller shall promptly notify Purchaser in writing of each proposed renewal, expansion, extension or material modification of an
existing Tenant Lease and each proposed new Tenant Lease. In the event that Seller wishes to execute a renewal, expansion, extension
or material modification of an existing Tenant Lease or a new Tenant Lease after the Effective Date and prior to Closing, Seller
shall submit to Purchaser a copy of each such proposed renewal, expansion, extension or material modification of an existing Tenant
Lease or new Tenant Lease that Seller wishes to execute and Purchaser shall give notice to Seller in writing, within five (5) Business
Days after delivery thereof that Purchaser either approves or disapproves the renewal, expansion, extension or material modification
of the existing Tenant Lease or the new Tenant Lease, including all Tenant Inducement Costs and leasing commissions to be incurred
in connection therewith, which approval may be withheld by Purchaser in its sole discretion thereafter up through Closing. If Purchaser
timely disapproves such renewal, expansion, extension or material modification of an existing Tenant Lease or new Tenant Lease,
Seller shall not execute the disapproved renewal, expansion, extension or material modification of the existing Tenant Lease or
the disapproved new Tenant Lease. In the event Purchaser fails to notify Seller in writing of Purchaser’s approval or disapproval
within such period of five (5) Business Days, such failure shall be deemed approved by Purchaser. Subject to the provisions of
Section 4(e) above, at Closing, Purchaser shall reimburse Seller for all Tenant Inducement Costs, leasing commissions or other
expenses, including legal fees, paid by Seller pursuant to every renewal or expansion or material modification of an existing Tenant
Lease and every new Tenant Lease approved (or deemed approved) by Purchaser and executed after the Effective Date. Purchaser acknowledges
and agrees that it has approved the form of the proposed lease with Anytime Fitness (dba Carle Fitness Centers, LLC) at Towne Centre
at Wesley Chapel (the “Anytime Lease”). In the event that the Anytime Lease has not been executed prior to the
Closing Date, then Purchaser and Seller shall execute and deliver the Escrow Agreement, and Two Hundred Ninety-Three Thousand Dollars
($293,000) from the sale proceeds that would otherwise by paid to Seller at Closing shall be held in escrow by the Title Company
in accordance with the Escrow Agreement. In the event that the Anytime Lease is executed prior to the Closing Date, then the parties
shall not execute and deliver the Escrow Agreement, no funds shall be withheld from the sale proceeds payable to Seller and Purchaser
shall receive no credit at Closing (other than the credit set forth in Section 4(e)(v).


 


14.          Representations
and Warranties of Purchaser. Purchaser represents and warrants to Seller, which representations and warranties shall be
deemed made by Purchaser to Seller as of the Effective Date and also as of the Closing Date:


 


(a)          Authority.
Purchaser has the full right, power and authority to purchase the Property as provided in this Agreement and to carry out Purchaser's
obligations hereunder, and that all requisite action necessary to authorize Purchaser to enter into this Agreement and to carry
out Purchaser's obligations hereunder has been taken.


 


(b)          OFAC.
Purchaser is not a person or entity described by Section 1 of the Executive Order (No. 13,224) Blocking Property and Prohibiting
Transactions With Persons Who commit, Threaten to Commit, or Support Terrorism, 66 Fed. Reg. 49,079 (September 25, 2001), and to
Purchaser's knowledge does not engage in any dealings or transactions, and is not otherwise associated, with any of those persons
or entities.


 


Notwithstanding anything
herein to the contrary, any breach by Purchaser of any of the foregoing representations or warranties shall constitute a default
by Purchaser hereunder, and Seller may thereupon, at its option, terminate this Agreement by giving written notice thereof, in
which event the Earnest Money shall be paid to Seller as liquidated damages pursuant to Section 11(a), and neither Purchaser nor
Seller shall have any further rights or liabilities under this Agreement, except as otherwise provided herein.


 




    	17



    	 



    

 


15.          Condemnation.
In the event that all or any substantial portion of the Property shall be taken in condemnation or under the right of eminent domain
prior to the Closing Date, Seller shall promptly notify Purchaser thereof. Within five (5) Business Days after receipt of the foregoing
notice, Purchaser shall notify Seller, electing either: (a) to proceed with this transaction and Closing in accordance with this
Agreement notwithstanding such condemnation; or (b) to terminate this Agreement, receive a refund of the Earnest Money and neither
party shall have any further rights or obligations under this Agreement except for those that expressly survive termination. If
Purchaser elects to proceed with this transaction pursuant to clause (a) above, or if there is a taking in condemnation or eminent
domain that does not affect a substantial portion of the Property, there shall be no reduction in the Sales Price and Seller shall
(i) deliver to Purchaser at the Closing, or as soon thereafter as available, any proceeds actually received by Seller attributable
to the Property from such condemnation or eminent domain proceeding, and (ii) transfer and assign to Purchaser any and all rights
Seller may have with respect to payments by or from and with respect to recovery against any party for damages or compensation
relating to the Property on account of such condemnation or eminent domain proceeding. A failure by Purchaser to notify Seller
in writing within five (5) Business Days after receiving written notice of such taking shall be deemed an election to proceed under
clause (a) in this Section 15. If Purchaser elects (or is deemed to elect) to proceed under clause (a) in this Section 15, Seller
shall not compromise, settle or adjust any claims to such award without Purchaser’s prior written consent. For purposes of
this provision, a “substantial portion” of the Property shall be deemed to include (A) any taking of any portion
of the building on the Land or the Land underlying the building, (B) any taking of the lesser of (I) five percent (5%) of the parking
spaces for the Property, or (II) such number of parking spaces as would leave the Property in violation of any zoning ordinance,
lease, reciprocal easement agreement or declaration of covenants, conditions and restrictions affecting the Property, (C) any taking
which gives rise to a right on behalf of any tenant under a Tenant Lease to terminate its Tenant Lease, and (D) any taking which
materially alters the means of vehicular access to the Property.


 


16.          Damage
to Property. Seller agrees to give Purchaser prompt notice of any fire or other casualty affecting the Land, the Improvements,
or the Personal Property between the Effective Date and the Closing.


 


(a)          If,
before Closing, the Property is damaged (i) by an insured fire or other casualty that would cost $500,000.00 or more to repair
or (ii) by an uninsured casualty that Seller is unwilling or unable to repair on or before Closing (collectively, a “Major
Casualty”), then either Purchaser or Seller may, at its option, elect to terminate this Agreement by written notice to
the other party within twenty (20) days after the date of Seller's notice to Purchaser of the casualty or at the Closing, whichever
is earlier, in which case the Earnest Money shall be refunded to Purchaser, and neither party shall have any further rights or
obligations under this Agreement, other than rights and obligations that expressly survive termination. If neither Purchaser nor
Seller timely makes its election to terminate this Agreement pursuant to this Section 16 and the casualty is insured, then the
Closing shall take place as provided herein, the Sales Price shall be reduced by an amount equal to Seller's deductible under its
insurance policies, and Seller shall assign to Purchaser at the Closing all of Seller's interest in and to any casualty insurance
proceeds that may be payable to Seller on account of the occurrence, including, to the extent assignable, the proceeds of any business
interruption or loss of rental insurance. If neither Purchaser nor Seller timely makes its election to terminate this Agreement
pursuant to this Section 16 and the casualty is uninsured, then the Closing shall take place as provided herein,
Purchaser shall accept the Property in its condition at Closing and the Sales Price shall not be reduced.


 




    	18



    	 



    

 


(b)          If,
before Closing, the Property is damaged by (i) a fire or other casualty that is not a Major Casualty or (ii) an uninsured casualty
and Seller repairs the damage before Closing, then Purchaser may not terminate this Agreement, and if the casualty is insured,
the Sales Price shall be reduced by an amount equal to Seller's deductible under its insurance policies, and Seller shall assign
to Purchaser at the Closing all of Seller's interest in and to any casualty insurance proceeds that may be payable to Seller on
account of the occurrence, including, to the extent assignable, the proceeds of any business interruption or loss of rental insurance.


 


(c)          Seller
and Purchaser both agree to use the Seller's insurance adjuster's assessment to determine the amount of damages.


 


17.          Assignment.
Purchaser may not assign this Agreement without Seller's prior written consent, which consent shall be given or denied in Seller's
sole and absolute discretion, except that Purchaser may make a one time assignment of this Agreement to one or more title holding
entities that are affiliates of and controlled by Purchaser’s principals (it being the intention that each of the Shopping
Centers making up the Property will be owned by separate Delaware limited liability companies owned by Phillips Edison –
ARC Shopping Center Operating Partnership, L.P. or an affiliate thereof after Closing); provided, however, that (a) Purchaser shall
not be released from any of its liabilities and obligations under this Agreement by reason of such designation or assignment; and
(b) such designation or assignment shall not be effective until Purchaser has provided Seller with a fully executed copy of such
designation or assignment and assumption instrument prior to Closing, which shall (i) provide that Purchaser and such designee(s)
or assignee(s) shall be jointly and severally liable for all liabilities and obligations of Purchaser under this Agreement, (ii)
include a representation and warranty in favor of Seller that all representations and warranties made by Purchaser in this Agreement
are true and correct with respect to such designee(s) or assignee(s) as of the date of such designation or assignment, and will
be true and correct as of the Closing, and (iii) otherwise be in customary form and substance reasonably satisfactory to Seller.
Purchaser must provide Seller notice of the names of the entities that will assume this Agreement at least ten (10) days prior
to Closing.


 


18.          Miscellaneous.


 


(a)          Notice.
All notices, demands, and requests and other communications required or permitted under this Agreement must be in writing and will
be deemed to be delivered when actually received by facsimile or personal delivery, e-mail (provided that if sent by facsimile
or e-mail, “hard copies” of the same are sent via overnight delivery approximately simultaneously) or, if earlier and
regardless whether actually received or not, (i) upon one (1) Business Day following deposit with a nationally recognized overnight
courier for next Business Day delivery, charges prepaid, or (ii) upon three (3) Business Days following deposit in a regularly
maintained receptacle for the United States mail, registered or certified, postage prepaid, in either event to be addressed to
the addressee as follows:


 


	 	If to Seller:	 	
        c/o NewTower Trust Company

        3 Bethesda Metro Center, Suite 1600

        Bethesda, MD 20814

        Attn: David B. Keto/Chief Operating Officer

        Phone:  (240) 235-9960

        Fax:     (240) 235-9961

        E-mail: david_keto@newtowertrust.com



 




    	19



    	 



    

 


	 	With a copy to:	 	
        c/o Bentall Kennedy (U.S.) Limited Partnership

        Attn: Director of Asset Management – MEPT

        1215 Fourth Avenue, Suite 2400

        Seattle, WA 98161-1085

        Phone:  206-623-4739

        Fax:      206-682-4769

        E-mail: bjurdi@bentallkennedy.com

	 	 	 	 
	 	And with a copy to:	 	
        c/o Bentall Kennedy (U.S.) Limited Partnership

        Attn: Director of Asset Management – MEPT

        7315 Wisconsin Avenue, Suite 350 West

        Bethesda, MD 20814

        Phone:  301-656-9119

        Fax:      301-656-9339

        E-mail: kdickerson@bentallkennedy.com

	 	 	 	 
	 	And with a copy to:	 	
        McNaul Ebel Nawrot & Helgren PLLC

        600 University Street, Suite 2700

        Seattle, WA 98101

        Attn: Michelle Gail

        Phone:  (206) 467-1816

        Fax:      (206) 624-5128

        E-mail: mgail@mcnaul.com

	 	 	 	 
	 	If to Purchaser:	 	
        The Phillips Edison Group LLC

        11501 Northlake Drive

        Cincinnati, OH 45240

        Attn: Stephen Bien and Hal Scudder

        Phone:   (513) 554-1110

        Fax:      (513) 554-1009

        E-mail: sbien@phillipsedison.com and hscudder@phillipsedison.com

	 	 	 	 
	 	With a copy to:	 	
        Honigman Miller Schwartz and Cohn LLP

        39400 Woodward Avenue, Suite 101

        Bloomfield Hills, MI 48304-5151

        Attn: J. Adam Rothstein

        Phone:  (248) 566-8478

        Fax:      (248) 566-8479

        E-mail: arothstein@honigman.com



 


(b)          Governing
Law. This Agreement will be construed under and in accordance with the laws of the State of Georgia.


 


(c)          Attorney’s
Fees. Any party to this Agreement who is the prevailing party in any legal proceeding against the other party brought under
or with respect to this Agreement or transaction will be additionally entitled to recover court costs and reasonable attorneys'
fees from the non-prevailing party.


 




    	20



    	 



    

 


(d)          Exculpation
for Liability. None of the Seller’s members, managers, officers, directors, agents, employees, affiliates, investment
advisors or trustees shall have any personal liability of any kind or nature, nor shall Purchaser have the right to receive any
judgment or otherwise recover against the assets of the aforesaid, under or arising out of or in any way relating to this Agreement
and the transactions contemplated under this Agreement. Purchaser hereby waives for itself and anyone who may claim by, through
or under Purchaser any and all rights to sue or recover on account of any such alleged personal liability or to receive any judgment
or otherwise recover against the assets of any member, manager, officer, director, agent, employee, affiliate, investment advisor
or trustee of Seller.


 


(e)          Successors
and Assigns. This Agreement will be binding upon and inure to the benefit of the parties hereto, their respective heirs,
executors, administrators, legal representatives, successors, and permitted assigns.


 


(f)          Severability.
If any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable
in any respect, that invalidity, illegality, or unenforceability shall not affect any other provision hereof, and this Agreement
shall be construed as if the invalid, illegal, or unenforceable provision had never been contained herein. Furthermore, in lieu
of any invalid, illegal, or unenforceable provision, there shall be automatically added to this Agreement a provision as similar
to the illegal, invalid, or unenforceable provision as may be possible and be legal, valid, and enforceable.


 


(g)         Entire
Agreement. This Agreement (i) constitutes the sole and only agreement of the parties hereto with respect to the subject
matter hereof (ii) supersedes any prior understandings or written or oral agreements between the parties respecting the subject
matter hereof, and (iii) cannot be changed except by their written consent.


 


(h)         Time
for Performance. Time is of the essence with this Agreement.


 


(i)          References.
All references to “Sections” contained in this Agreement are, unless specifically indicated otherwise, references to
articles, sections, subsections, and paragraphs of this Agreement. Whenever in this Agreement the singular number is used, the
same shall include the plural where appropriate (and vice versa), and words of any gender shall include each other gender where
appropriate. All references to "Exhibits" and "Schedules" are, unless specifically indicated otherwise, references
to exhibits, schedules, and attachments to this Agreement, which are incorporated into this Agreement by each reference.


 


(j)          Survival.
None of the covenants or other obligations of Seller or Purchaser shall survive the Closing unless such survival is expressly provided
for in this Agreement, in which case such covenants or obligations shall survive for the periods provided in this Agreement (or,
if no period is provided, indefinitely) and shall not be deemed to have merged or terminated at the Closing or any termination
or cancellation of this Agreement.


 


(k)         Counterparts.
The parties may execute this Agreement in one or more identical counterparts, all of which when taken together will constitute
one and the same instrument. A facsimile or electronic mail transmission shall be binding on the party or parties whose signatures
appear thereon. If so executed, each counterpart is to be deemed an original for all purposes, and all counterparts shall, collectively,
constitute one agreement, but in making proof of this Agreement, it shall not be necessary to produce or account for more than
one counterpart.


 


(l)          Rule
of Construction. The parties hereto acknowledge that the parties and their respective counsel have each reviewed and revised
this Agreement, and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting
party shall not be employed in the interpretation of this Agreement or any amendments or exhibits hereto.


 




    	21



    	 



    

 


(m)          No
Recording of Agreement. Neither party (nor any of their respective agents or representatives) shall record this Agreement
(or any memorandum or short form of this Agreement) without the prior written consent of the other.


 


(n)          Waiver
of Jury Trial. Each party hereto, knowingly and voluntarily, and for their mutual benefit, waives any right to trial by
jury in the event of litigation regarding the performance or enforcement of, or in any way related to, this Agreement.


 


(o)          Business
Day. “Business Day” means a date that is not a Saturday, Sunday or holiday observed by federally chartered
banks in the State where the Property is located. Whenever any determination is to be made or action to be taken on a date specified
in this Agreement, if the date falls upon a date that is not a Business Day, the date for the determination or action shall be
extended to the first Business Day immediately thereafter.


 


(p)          Effective
Date. The “Effective Date” of this Agreement shall be the date an original of this Agreement (or original
counterparts of this Agreement) is executed by both Seller and Purchaser and each party has received a fully executed copy thereof.
The Effective Date shall be set forth in the introductory paragraph of this Agreement.


 


(q)          1031
Exchange. Seller shall have the right to assign its respective rights under this Agreement (but without release of its
respective obligations herein and without release of Seller’s obligations herein) to a third party who may act as a “qualified
intermediary” with respect to the Property in accordance with the provisions of Section 1031 of the Code, and the Treasury
Regulations promulgated thereunder. Such exchange shall be accomplished at no additional expense or delay to Purchaser, and Seller
agrees to indemnify Purchaser against any claims or liabilities resulting solely from structuring the transaction as an exchange,
rather than as a direct purchase. Purchaser’s acknowledgement in the preceding sentence is conditioned upon the entity to
which the Property is being transferred assuming all of the transferring Seller’s obligations under this Agreement.


 


(r)          Books
and Records. Purchaser has advised Seller that Purchaser may be required to file, in compliance with certain laws and regulations
(including, without limitation, Regulation S-X of the Securities and Exchange Commission), audited financial statements, pro forma
financial statements and other financial information related to the Property for up to three (3) fiscal years prior to Closing
and any interim period during the fiscal year in which the Closing occurs (the “Financial Information”). Following
the Closing, Seller agrees to use its commercially reasonably efforts to cooperate with Purchaser and its representatives and agents
in the preparation of the Financial Information; provided, however, Seller shall not be required to incur any out of pocket expenses
or costs unless Purchaser reimburses Seller for the same. Seller shall maintain and, upon prior reasonable notice from Purchaser,
allow Purchaser access to, during normal business hours, such books and records of Seller and Seller’s manager of the Property
(to the extent in Seller’s possession and control) reasonably related to the Property. Further, so long as the persons in
charge of management of the Property at the time of Closing remains in the employ of Seller or an affiliate of Seller, Seller will
make such persons available for interview. Notwithstanding the foregoing, Seller shall not be required to provide any information
concerning (a) Seller’s capital structure or debt, (b) Seller’s financial analyses or projections, appraisals, investment
analyses, account summaries or other documents prepared solely for Seller’s internal purposes, (c) Seller’s tax returns,
(d) financial statements of Seller or any affiliate of Seller (other than Property-level financial statements) or (e) any other
information or documents that Seller deems confidential or proprietary. Purchaser acknowledges that Purchaser may not use the results
of its review under this Section to pursue any claim against Seller under the terms of this Agreement, unless the basis of the
claim was discovered by Purchaser or its representatives or agents independently of any such review. This Section 18(r) shall survive
Closing.


 




    	22



    	 



    

 


(s)          Indemnification.
Subject to Section 10(c), Seller shall indemnify and hold harmless Purchaser against all
suits, actions, damages and claims brought by third parties against Purchaser arising out of (a) any third party claim of personal
injury, personal property damage or other tort claim in connection with Seller’s ownership or operation of the Property attributable
to the period prior to Closing, or (b) obligations of Seller under the Contracts. Purchaser shall indemnify and hold harmless Seller
against all suits, actions, damages and claims brought by third parties against
Seller arising out of Purchaser’s ownership or operation of the Property or are otherwise attributable to the period from
and after Closing. This Section 18(s) shall survive Closing.


 


(t)          Material
Adverse Change. For purposes hereof, a “Material Adverse Change” shall be deemed to mean that between the Effective
Date and Closing, one or more of the Major Tenants (i) permanently ceases operating from the applicable Shopping Center; (ii) terminates
its respective Lease at any one of the Shopping Centers; (iii) makes a written public announcement that it shall be closing its
store from the applicable Shopping Center prior to the date on which its lease expires; or (iv) files or makes a written public
announcement that it intends to file for bankruptcy protection from its creditors. Notwithstanding anything herein contained to
the contrary, in the event that there has been any Material Adverse Change of which Purchaser has no knowledge prior to the Effective
Date, Purchaser shall have the right, upon written notice thereof to Seller on or prior to Closing, to terminate this Agreement
and thereupon to receive an immediate refund of the Earnest Money and neither party shall thereafter have any further liability
or obligation hereunder except for such liabilities and obligations that are expressly stated herein to survive termination of
this Agreement.


 


(u)          Schedule
and Exhibits. The following schedules and exhibits are hereby incorporated into this Agreement:


 


	 	 	Exhibit A-1	-	Legal Description of Land – Dean Taylor Crossing
	 	 	Exhibit A-2	-	Legal Description of Land – Bethany Village
	 	 	Exhibit A-3	-	Legal Description of Land – Tree Summit Village
	 	 	Exhibit A-4	-	Legal Description of Land – Towne Centre at Wesley
	 	Chapel	 	 	 
	 	 	Exhibit A-5	-	Legal Description of Land – ChampionsGate
	 	 	Exhibit A-6	-	Legal Description of Land – Goolsby Point
	 	 	Exhibit B-1	-	Limited Warranty Deed (Georgia)
	 	 	Exhibit B-2	-	Special Warranty Deed (Florida)
	 	 	Exhibit C	-	Bill of Sale
	 	 	Exhibit D	-	Assignment and Assumption of Leases and Contracts
	 	 	Exhibit E	-	Non-Foreign Affidavit
	 	 	Exhibit F	-	Form of Tenant Estoppel Letter
	 	 	Exhibit G	-	List of Tenant Leases
	 	 	Exhibit H 	-	List of Contracts
	 	 	Exhibit I	-	Litigation
	 	 	Exhibit J	-	Escrow Holdback Agreement


 


[Signature pages follow.]


 




    	23



    	 



    

 


EXECUTED to be effective as of the Effective Date.


 


	 	PURCHASER:
	 	 	 
	 	THE PHILLIPS EDISON GROUP LLC,
	 	an Ohio limited liability company
	 	 	 
	 	By:	PHILLIPS EDISON LIMITED PARTNERSHIP,
	 	 	a Delaware limited partnership,
	 	 	its Managing Member
	 	 	 
	 	 	By:	PHILLIPS EDISON & COMPANY,
	 	 	 	INC., a Maryland corporation,
	 	 	 	its General Partner
	 	 	 	 
	 	 	 	By:	/s Robert F. Myers
	 	 	 	Name: 	Robert F. Myers
	 	 	 	Its: 	COO


 


[Purchaser to initial Section 10 and 11]


 


[Signature page to Purchase and Sale
Agreement]


 




    	24



    	 



    

 


	 	SELLER:
	 	 	 
	 	MEPT Dean Taylor Crossing LLC, a Delaware limited liability
	 	company
	 	 	 
	 	By:	MEPT Edgemoor REIT LLC, a Delaware
	 	 	limited liability company, its Manager
	 	 	 
	 	 	By:	NewTower Management LLC, a Delaware
	 	 	 	limited liability company, its Manager
	 	 	 
	 	 	 	By:	NewTower Trust Company, a Maryland
	 	 	 	 	State trust company, its Sole Member
	 	 	 	 	 	 
	 	 	 	 	By:	/s David B. Keto
	 	 	 	 	Name: 	David B. Keto
	 	 	 	 	Its: 	Chief Operating Officer


 


	 	MEPT Bethany Village LLC, a Delaware limited liability
	 	company
	 	 	 
	 	By:	MEPT Edgemoor REIT LLC, a Delaware limited liability
	 	 	company, its Manager
	 	 	 
	 	 	By:	NewTower Management LLC, a Delaware
	 	 	 	limited liability company, its Manager
	 	 	 	 
	 	 	 	By:	NewTower Trust Company, a Maryland
	 	 	 	 	State trust company, its Sole Member
	 	 	 	 	 
	 	 	 	 	By:	/s David B. Keto
	 	 	 	 	Name: 	David B. Keto
	 	 	 	 	Its: 	Chief Operating Officer


 


[Signature page to Purchase and Sale
Agreement]


 




    	25



    	 



    

 


	 	MEPT Tree Summit Village LLC, a Delaware limited liability
	 	company
	 	 	 
	 	By:	MEPT Edgemoor REIT LLC, a Delaware
	 	 	limited liability company, its Manager
	 	 	 
	 	 	By:	NewTower Management LLC, a Delaware
	 	 	 	limited liability company, its Manager
	 	 	 
	 	 	 	By:	NewTower Trust Company, a Maryland
	 	 	 	 	State trust company, its Sole Member
	 	 	 	 	 	 
	 	 	 	 	By:	/s David B. Keto
	 	 	 	 	Name: 	David B. Keto
	 	 	 	 	Its: 	Chief Operating Officer


 


	 	MEPT Towne Centre Wesley Chapel LLC, a Delaware limited
	 	liability company
	 	 	 
	 	By:	MEPT Edgemoor REIT LLC, a Delaware limited liability
	 	 	company, its Manager
	 	 	 
	 	 	By:	NewTower Management LLC, a Delaware
	 	 	 	limited liability company, its Manager
	 	 	 	 
	 	 	 	By:	NewTower Trust Company, a Maryland
	 	 	 	 	State trust company, its Sole Member
	 	 	 	 	 
	 	 	 	 	By:	/s David B. Keto
	 	 	 	 	Name: 	David B. Keto
	 	 	 	 	Its: 	Chief Operating Officer


 


[Signature page to Purchase and Sale
Agreement]


 




    	26



    	 



    

 


	 	MEPT ChampionsGate LLC, a Delaware limited liability
	 	company
	 	 	 
	 	By:	MEPT Edgemoor REIT LLC, a Delaware
	 	 	limited liability company, its Manager
	 	 	 
	 	 	By:	NewTower Management LLC, a Delaware
	 	 	 	limited liability company, its Manager
	 	 	 
	 	 	 	By:	NewTower Trust Company, a Maryland
	 	 	 	 	State trust company, its Sole Member
	 	 	 	 	 	 
	 	 	 	 	By:	/s David B. Keto
	 	 	 	 	Name: 	David B. Keto
	 	 	 	 	Its: 	Chief Operating Officer


 


	 	MEPT Goolsby Point LLC, a Delaware limited liability
	 	company
	 	 	 
	 	By:	MEPT Edgemoor REIT LLC, a Delaware limited liability
	 	 	company, its Manager
	 	 	 
	 	 	By:	NewTower Management LLC, a Delaware
	 	 	 	limited liability company, its Manager
	 	 	 	 
	 	 	 	By:	NewTower Trust Company, a Maryland
	 	 	 	 	State trust company, its Sole Member
	 	 	 	 	 
	 	 	 	 	By:	/s David B. Keto
	 	 	 	 	Name: 	David B. Keto
	 	 	 	 	Its: 	Chief Operating Officer


 


[Seller to initial Sections 10 and 11]


 


[Signature page to Purchase and Sale
Agreement]


 




    	27



    	 



    

 





	 	TITLE COMPANY:
	 	 
	 	Receipt of $ 1,000,000,000 Earnest Money is acknowledged in the form of ____wire transfer_______.  Title Company agrees to hold the Earnest Money in accordance with the terms of this Agreement.
	 	 
	 	Chicago Title Insurance Company
	 	 
	 	 	By:	/s Pamela Medlin
	 	 	Name: 	Pamela Medlin
	 	 	Its: 	Escrow Officer
	 	 	Date:	2/25/2014




 


[Signature page to Purchase and Sale
Agreement]


 




    	28



    	 



    

 


EXHIBITS A1-A6


to


Purchase and Sale Agreement


 


LEGAL DESCRIPTION OF LAND


 


Exhibit A-1


DEAN TAYLOR CROSSING


 


ALL THAT TRACT OR PARCEL OF LAND LYING OR BEING IN LAND LOTS
86, 110 AND 111, OF THE 7TH LAND DISTRICT, GWINNETT COUNTY, GEORGIA, AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOW:


 


BEGINNING FROM A 1/2" REBAR FOUND AT THE LAND LOT CORNER
COMMON TO LAND LOTS 85, 86, 110 AND 111 SAID POINT BEING THE TRUE POINT OF BEGINNING; THENCE FROM THE TRUE POINT OF BEGINNING AS
THUS ESTABLISHED AND ALONG THE LAND LOT LINE COMMON TO LAND LOTS 85 AND 111 S 59°25’29” W DISTANCE OF 340.37’
TO A POINT ON THE EASTERLY RIGHT-OF-WAY LINE OF LAWRENCEVILLE SUWANEE ROAD; THENCE ALONG THE EASTERLY RIGHT-OF-WAY LINE OF LAWRENCEVILLE
SUWANEE ROAD WITH A CURVE TURNING TO THE LEFT WITH AN ARC LENGTH OF 58.60’, WITH A RADIUS OF 1394.42', WITH A CHORD BEARING
OF N 17°53'16" W, WITH A CHORD LENGTH OF 58.60' TO A MAGNETIC NAIL FOUND; THENCE DEPARTING THE EASTERLY RIGHT-OF-WAY LINE
OF LAWRENCEVILLE SUWANEE ROAD N 73°33'41' E A DISTANCE OF 148.93' TO A 1/2” REBAR FOUND; THENCE N 49°56’57"
E A DISTANCE OF 59.83' TO A 1/2" REBAR FOUND; THENCE N 32°29'30" E A DISTANCE OF 37.96' TO A 1/2" REBAR FOUND;
THENCE N 14°25’23" W A DISTANCE OF 171.42’ TO A 1/2" REBAR FOUND; THENCE S 75°32’03”
W A DISTANCE OF 221.21' TO A 1/2" REBAR FOUND ON THE EASTERLY RIGHT-OF-WAY LINE OF LAWRENCEVILLE SUWANEE ROAD; THENCE ALONG
THE EASTERLY RIGHT-OF-WAY LINE OF LAWRENCEVILLE SUWANEE ROAD THE FOLLOWING SIX COURSES AND DISTANCES; WITH A CURVE TURNING THE
RIGHT WITH AN ARC LENGTH OF 64.48’ WITH A RADIUS OF 1394.42', WITH A CHORD BEARING OF N 05°44’12” W, WITH
A CHORD LENGTH OF 64.47; THENCE N 05°03'57” W A DISTANCE OF 10.45'; THENCE N 84°56’03” E A DISTANCE OF
15.00'; THENCE N 05°03'57" W A DISTANCE OF 179.60'; THENCE N 03°39'47" W A DISTANCE OF 83.32’; THENCE N
07°27'06” W A DISTANCE OF 52.88' TO A MAGNETIC NAIL SET; THENCE DEPARTING THE EASTERLY RIGHT-OF-WAY LINE OF LAWRENCEVILLE
SUWANEE ROAD N 71°28’17” E A DISTANCE OF 239.88' TO A 1/2" REBAR FOUND; THENCE N 18°33'10” W DISTANCE
OF 183.85’ TO A 1/2" REBAR FOUND ON THE SOUTHERLY RIGHT-OF-WAY LINE OF TAYLOR ROAD; THENCE ALONG THE SOUTHERLY RIGHT-OF-WAY
LINE OF TAYLOR ROAD THE FOLLOWING TWO DISTANCES: WITH A CURVE TURNING TO THE LEFT WITH AN ARC LENGTH OF 35.90', WITH A RADIUS OF
748.27', WITH A CHORD BEARING OF N 61°49’17" E, WITH A CHORD LENGTH OF 35.90' TO A POINT; THENCE N 63°24'43"
E A DISTANCE OF 32.80' TO AN IRON PIN SET; THENCE DEPARTING THE SOUTHERLY RIGHT-OF-WAY LINE OF TAYLOR ROAD S 22°32’20"
E A DISTANCE OF 76.25' TO A 1/2" REBAR FOUND; THENCE N 67°31'32" E A DISTANCE OF 143.43' TO A 1/2" REBAR FOUND;
THENCE S 30°12’26” E A DISTANCE OF 190.50' TO A 1/2" REBAR FOUND; THENCE N 75°02’51” E A DISTANCE
OF 417.59' TO A 1/2"OPEN TOP PIPE FOUND; THENCE N 02°53'34” E A DISTANCE OF 124.64' TO A 1/2” OPEN TOP PIPE
FOUND; THENCE N 74°42’21” E A DISTANCE OF 100.37' TO A 1/2" OPEN TOP PIPE FOUND; THENCE N 04°50'46"
E A DISTANCE OF 173.54' TO AN AXLE; THENCE S 22°08’23” E A DISTANCE OF 812.04' TO A 1/2” REBAR FOUND; THENCE
S 66°34’09” W A DISTANCE OF 954.11' TO A 1/2” OPEN TOP PIPE FOUND ON THE LAND LOT LINE COMMON TO LAND LOTS
85 AND 86; THENCE ALONG THE LAND LOT LINE COMMON TO LAND LOTS 85 AND 86 N 30°33’39”W A DISTANCE OF 117.96' TO THE
1/2” REBAR FOUND AT THE LAND LOT CORNER COMMON TO LAND LOTS 85, 86, 110 AND 111 BEING THE TRUE POINT OF BEGINNING.


 




    	Ex. A-1 to A-6



    	 



    

 


LESS AND EXCEPT THE FOLLOWING DESCRIBED PROPERTY:


 


ALL THAT TRACT OR PARCEL OF LAND lying and being in Land Lots
86 and 110 of the 7th Land District, Gwinnet County, Georgia, containing 3.944 acres of land (171,795. square feet), more or less,
and being more particularly described as follows:


 


BEGINNING at an iron pin at the Land Lot corner common to Land
Lots 85, 86, 110 and 111; thence South 30 degrees 32 minutes 44 seconds East 117.90 feet along the Land Lot Line common to Land
Lots 85 and 86 to an iron pin; thence departing said Land Lot Line North 66 degrees 36 minutes 00 seconds East, 637.10 feet to
the TRUE POINT OF BEGINNING; thence North 10 degrees 17 minutes 31 seconds West, 572.12 feet to a point; thence South 75 degrees
01 minute 11 seconds West, 32.44 feet to an iron pin; thence North 03 degrees 01 minute 12 seconds East 125.22 feet to an iron
pin; thence North 74 degrees 55 minutes 45 seconds East, 99.89 feet to an iron pin; thence North 04 degrees 50 minutes 31 seconds
East, 173.37 feet to an iron pin; thence South 22 degrees 09 minutes 50 seconds East, 812.55 feet to an iron pin; thence South
66 degrees 36 minutes 00 seconds West, 316.71 feet to the TRUE POINT OF BEGINNING.


 


TOGETHER WITH AND SUBJECT TO the following described easements,
agreements, covenants, and restrictions:


 


		1.	Declaration of Easements and Restrictions by Dean Taylor,
LLC dated August 10, 1999 and recorded in Deed Book 18982, page 1, Gwinnett County, Georgia Records; as amended by First Amendment
to Declaration of Easements and Restrictions dated February 1, 2000 and recorded in Deed Book 22237, page 183, aforesaid records;



 


		2.	Declaration of Restrictive Covenants and Reciprocal Easement
Agreement by and between Dean Taylor, LLC and Marvin Hewett Enterprises, Inc. dated August 10, 1999 and recorded in Deed Book
18981, page 259, Gwinnett County, Georgia records;



 


		3.	Agreement Regarding Water Rights between Richard Ramey
and Dean Taylor, LLC dated April 17, 1999 and recorded in Deed Book 18982, page 22, Gwinnett County; Georgia records;



 


		4.	Agreement Regarding Water Rights between Vera Craft and
Dean Taylor, LLC dated July 20, 1999 and recorded in Deed Book 18982, page 15, Gwinnett County, Georgia Records;



 


		5.	Easement by and between Lawrenceville-Suwanee Partners,
LLLP and Dean Taylor, LLC, dated September 17, 1999, dated September 27, 1999 and recorded in Deed Book 19269, page 262, Gwinnett
County, Georgia Records; and



 


		6.	Reciprocal Driveway and Sanitary Sewer Easement Agreement
between Lawrenceville-Suwanee Partners, LLLP and Dean Taylor, LLC, filed October 15, 1999, recorded in Deed Book 19387, page 231,
aforesaid records, with Consent and Subordination dated September 28, 1999, filed October 15, 1999, recorded in Deed Book 19387,
page 253, aforesaid records and with Amendment dated November __, 1999, filed December 16, 1999, recorded in Deed Book 19735,
page 25, aforesaid records.



 




    	Ex. A-1 to A-6



    	 



    

 


		7.	Easement by and between Suburban Homes, L.L.C., a Georgia
limited liability company and Dean Taylor LLC, a Georgia limited liability company and Lawrenceville-Suwanee Partners, LLLP, a
Georgia limited liability limited partnership dated August 6, Book 18982, page 82, Gwinnett County, Georgia Records.



 


		8.	Drainage Easement Agreement between U.S. Retail Income Fund Limited Partnership and Dean Taylor, LLC dated September 24, 2007,
recorded in Deed Book 48308, page 204, aforesaid records.



 




    	Ex. A-1 to A-6



    	 



    

 


Exhibit A-2


BETHANY VILLAGE


 


ALL THAT TRACT OR PARCEL OF LAND LYING OR BEING IN LAND LOT
831 AND 898, OF THE 2ND LAND DISTRICT, 2ND SECTION, FULTON COUNTY, GEORGIA, AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:


 


BEGINNING FROM A IRON PIN SET AT THE LAND LOT CORNER
COMMON TO LAND LOTS 831, 832, 897 AND 898 SAID POINT BEING THE TRUE POINT OF BEGINNING; THENCE FROM THE TRUE POINT OF
BEGINNING AS THUS ESTABLISHED AND ALONG THE LAND LOT LINE COMMON TO LAND LOTS 831 AND 832 THENCE N 00°26' 47" W A
DISTANCE OF 215.40' TO A 1/2” REBAR FOUND; THENCE N 00°00’02” W A DISTANCE OF 474.12' TO A 1/2"
REBAR FOUND; THENCE DEPARTING THE LAND LOT LINE COMMON TO LAND LOTS 831 AND 832 S 89°54'18" E A DISTANCE OF
135.47’ TO A 1/2" REBAR FOUND; THENCE S 46°49’ 30" E A DISTANCE OF 133.40' TO A 1/2" REBAR
FOUND; THENCE N 43°07’05” E A DISTANCE OF 208.95' TO A 1/2" REBAR FOUND ON THE SOUTHWESTERLY RIGHT-OF-
WAY LINE OF BETHANY ROAD; THENCE ALONG THE SOUTHWESTERLY RIGHT-OF-WAY LINE OF BETHANY ROAD S 29°01’40” E A
DISTANCE OF 52.50’ TO A MAGNETIC NAIL FOUND; THENCE DEPARTING THE SOUTHWESTERLY RIGHT-OF-WAY LINE OF BETHANY ROAD S
43°07'59" W A DISTANCE OF 213.92' TO A 1/2" REBAR FOUND; THENCE S 36°58’10” E A DISTANCE OF
196.10' TO A MAGNETIC NAIL FOUND; THENCE S 36°59’00” E A DISTANCE OF 257.17’ TO A 1/2” REBAR
FOUND; THENCE N 80°45’48" E A DISTANCE OF 139.28' TO A 1/2" REBAR FOUND ON THE WESTERLY RIGHT-OF-WAY LINE
OF GEORGIA HIGHWAY 9; THENCE ALONG THE WESTERLY RIGHT-OF-WAY LINE OF GEORGIA HIGHWAY 9 THE FOLLOWING FOUR COURSES AND
DISTANCE S 16°02’11” E A DISTANCE OF 9.71’; THENCE S 09°22’48” E A DISTANCE OF 19.84';
THENCE S 08°16’20” E A DISTANCE OF 176.04'; THENCE S 08°13'48" E A DISTANCE OF 70.36' TO A MAGNETIC
NAIL FOUND; THENCE DEPARTING THE WESTERLY RIGHT-OF-WAY LINE OF GEORGIA HIGHWAY 9 S 80°58’08” W A DISTANCE OF
45.92' TO A IRON PIN SET; THENCE S 66°52’34” W A DISTANCE OF 21.02’ TO A IRON PIN SET; THENCE S
53°12'49" W A DISTANCE OF 163.87’ TO A IRON PIN SET; THENCE S 09°24’50" E A DISTANCE OF 119.31'
TO A MAGNETIC NAIL FOUND; THENCE S 09°21’30” E A DISTANCE OF 185.09' TO A MAGNETIC NAIL FOUND; THENCE S
80° 34' 41' W. A DISTANCE OF 41.16' TO A IRON PIN SET; THENCE N 09°22’15” W A DISTANCE OF 185.11' TO A
1/2" REBAR FOUND; THENCE S 80°41'46° W A DISTANCE OF 261.92' TO A 1/2" REBAR FOUND; THENCE S
09°16’06” E A DISTANCE OF 104.34' TO A 1⁄2” REBAR FOUND; THENCE S 84°35’22” W A
DISTANCE OF 247.85’ TO A 1⁄2” REBAR FOUND ON THE LAND LOT LINE COMMON TO LAND LOTS 897 AND 898; THENCE ALONG
THE LAND LOT LINE COMMON TO LAND LOTS 897 AND 898 N 00°06’38” E A DISTANCE OF 470.71' TO THE IRON PIN SET AT
THE LAND LOT CORNER COMMON TO LAND LOTS 831, 832, 897 AND 898 BEING THE TRUE POINT OF BEGINNING.


 


TOGETHER WITH those easements in that certain Sanitary Sewer
Easement by and between Bethany Village Partners, L.L.C. and Legacy Crossing, LLC, filed May 17, 2001, recorded in Deed Book 30386,
Page 557, Fulton County, Georgia records.


 


TOGETHER WITH those easements in that certain Declaration and
Reciprocal Easement and Restrictive Covenant Agreement by and between Bethany Village Partners, LLC and B & C Enterprises,
Inc., dated May 9, 2000, filed and recorded June 2, 2000 in Deed Book 29128, Page 672, aforesaid records.


 




    	Ex. A-1 to A-6



    	 



    

 


TOGETHER WITH those easements in that certain Declaration of
Reciprocal Easements by Bethany Village Partners, LLC dated May 15, 2001, recorded May 23, 2001, Deed Book 30431, Page 277, aforesaid
records.


 


TOGETHER WITH those easements in that certain Sign Easement
by and between B & C Enterprises, Inc. and Bethany Village Partners dated May 9, 2000, filed and recorded June 2, 2000 in Deed
Book 29128. Page 667 aforesaid records.


 


TOGETHER WITH those easements in the certain Driveway Encroachment
Easement by and between D & D Associates and Botany Village, L.P., dated November 28, 2001, filed December 3, 2001 and recorded
in Deed Book 31376, page 356, aforesaid records.


 




    	Ex. A-1 to A-6



    	 



    

 


Exhibit A-3


TREE SUMMIT


 


ALL THAT TRACT OR PARCEL OF LAND LYING OR BEING IN LAND LOT
290, OF THE 6TH LAND DISTRICT, CITY OF DULUTH, GWINNETT COUNTY, GEORGIA, AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:


 


BEGINNING FROM THE INTERSECTION OF THE NORTHERLY RIGHT-OF-WAY
LINE OF SUMMIT RIDGE PARKWAY (HAVING A 80 FOOT WIDE RIGHT-OF-WAY) AND THE EASTERLY RIGHT-OF-WAY LINE OF PEACHTREE INDUSTRIAL BOULEVARD
(HAVING A 150 FOOT WIDE RIGHT-OF-WAY) THENCE ALONG THE NORTHERLY RIGHT-OF-WAY LINE OF SUMMIT RIDGE PARKWAY THE FOLLOWING TWO COURSES
AND DISTANCES: S 77o40’10” E A DISTANCE OF 60.00’; THENCE WITH A CURVE TURNING TO THE LEFT WITH AN ARC LENGTH
OF 100.60’ WITH A RADIUS OF 533.15’, WITH A CHORD BEARING OF S 83o04’29” E, WITH A CHORD LENGTH OF
100.45’ TO A 1/2” REBAR FOUND AT THE TRUE POINT OF BEGINNING; THENCE FROM THE TRUE POINT OF BEGINNING AS THUS ESTABLISHED
AND DEPARTING THE NORTHERLY RIGHT-OF-WAY LINE OF SUMMIT RIDGE PARKWAY N 12o20’29” E A DISTANCE OF 113.87’
TO A 1/2” REBAR FOUND; THENCE N 32o39’14” W A DISTANCE OF 108.41’ TO A 1/2” REBAR FOUND; THENCE
N 77o35’13” W A DISTANCE OF 123.61’ TO A MAGNETIC NAIL FOUND ON THE EASTERLY RIGHT-OF-WAY LINE OF PEACHTREE
INDUSTRIAL BOULEVARD; THENCE ALONG THE EASTERLY RIGHT-OF-WAY LINE OF PEACHTREE INDUSTRIAL BOULEVARD THE FOLLOWING TWO COURSES AND
DISTANCES: N 12o17’14” E A DISTANCE OF 378.60’ TO A 1/2” REBAR FOUND; THENCE WITH A CURVE TURNING
TO THE RIGHT WITH AN ARC LENGTH OF 78.39’, WITH A RADIUS OF 3866.41’, WITH A CHORD BEARING OF N 12o48’42”
E, WITH A CHORD LENGTH OF 78.39’ TO A POINT; THENCE DEPARTING THE EASTERLY RIGHT-OF-WAY LINES OF PEACHTREE INDUSTRIAL BOULEVARD
S 82o33’24” E A DISTANCE OF 207.17’ TO A POINT; THENCE S 26o29’06” E A DISTANCE OF 116.16’
TO A 1/2” REBAR FOUND; THENCE S 77o59’10” E A DISTANCE OF 263.98’ TO A 1/2” REBAR FOUND; THENCE
N 59o05’38” E A DISTANCE OF 160.08’ TO A 1/2” OPEN TOP PIPE FOUND ON THE LAND LOT LINE COMMON TO LAND
LOTS 290 AND 291; THENCE ALONG THE LAND LOT LINE COMMON TO LAND LOTS 290 AND 291 S 31o21’39” E A DISTANCE OF 310.75’
TO A 1/2” REBAR FOUND ON THE NORTHERLY RIGHT-OF-WAY LINE OF SUMMIT RIDGE PARKWAY; THENCE ALONG THE NORTHERLY RIGHT-OF-WAY
LINE OF SUMMIT RIDGE PARKWAY THE FOLLOWING THREE COURSES AND DISTANCES: WITH A CURVE TURNING TO THE LEFT WITH AN ARC LENGTH OF
45.60’, WITH A RADIUS OF 781.85’, WITH A CHORD BEARING OF S 66o19’05” W, WITH A CHORD LENGTH OF 45.60’
TO A POINT; THENCE S 63o25’26” W A DISTANCE OF 518.34’ TO A POINT; THENCE WITH A CURVE TURNING TO THE RIGHT
WITH AN ARC LENGTH OF 261.06’, WITH A RADIUS OF 533.15’, WITH A CHORD BEARING OF S 77o24’22” W, WITH
A CHORD LENGTH OF 258.46’ TO THE 1/2” REBAR FOUND AT THE TRUE POINT OF BEGINNING.


 


TOGETHER WITH AND SUBJECT TO the following described covenants
and restrictions:


 


Declaration of Covenants Conditions and Restrictions by Shell
Oil Company dated April 20, 1987, recorded in Deed Book 4277, page 88, aforesaid records, as amended.


 




    	Ex. A-1 to A-6



    	 



    

 


Exhibit A-4


TOWNE CENTRE WESLEY CHAPEL


 


Pasco Crossings


 


PARCEL I


 


A portion of Section 12, Township 26 South, Range 19 East, Florida,
being more particularly described as follows:


 


Commencing at the Southeast corner of the Northeast 1/4 of the
Southeast 1/4 of said Section 12; run thence N 00 deg.21'44" E, 1321.94 feet along the East boundary line of the Southeast
1/4 of said Section 12 to a P.K. Nail and disk registration No. LB 33 marking the East 1/4 corner of said Section 12; run thence
N 00 deg.22'40" E, a distance of 14.09 feet along the East boundary line of the Northeast 1/4 of said Section 12 to the Northerly
right-of-way line of State Road No. 54 as it is now established; run thence N 77 deg.28'17" W, a distance of 1751.77 feet
along said Northerly right-of-way line; continue thence along said Northerly right-of-way line 425.35 feet along the arc of a 5779.58
feet radius curve concave to the Southwest, subtended by a chord distance of 425.25 feet which bears N 79 deg.34'47" W; run
thence N 81deg.41'17" W, 1209.07 feet along said Northerly right-of-way line; run thence N 08 deg.18'43" E, 5.00 feet
along said Northerly right-of-way line; continue thence along said Northerly right-of-way line 45.90 feet along the arc of a 1692.02
foot radius curve concave to the Southeast, subtended by a chord distance of 45.90 feet which bears N 82 deg.27'55" W, to
the POINT OF BEGINNING of the herein described parcel, said point being on a curve concave to the South, having a radius of 1,692.02
feet and a central angle of 02 degrees 22' 23"; thence to the West, along the arc of said curve to the left, an arc distance
of 64.57 feet, subtended by a chord distance of 64.57 feet which bears N 84 deg.18'20" W; thence departing said right of way
line run N 08 deg.20'46" E, a distance of 40.03 feet, to a point of curvature with a curve, concave to the Southeast, having
a radius of 175.50 feet and a central angle of 24 deg.24'47"; run thence to the Northeast, along the arc of said curve to
the right, a distance of 74.78 feet (said arc subtended by a chord bearing N 20 deg.33'10" E, a distance of 74.21 feet), to
a point of reverse curvature with a curve, concave to the Northwest having a radius of 74.50 feet and a central angle of 24 deg.28'21";
run thence to the Northeast, along the arc of said curve to the left, a distance of 31.82 feet (said arc subtended by a chord bearing
N 20 deg.31'23" E, a distance of 31.58 feet), to a point of tangency; run thence N 08 deg.17'13" E., a distance of 25.30
feet; run thence N 81 deg. 42' 47" W, a distance of 52.00 feet; thence S 08 deg. 17' 13" W, a distance of 10.50 feet;
thence N 81 deg. 42' 47" W a distance of 215.50 feet; thence S 08 deg. 17' 13" W, a distance of 180.20 feet; thence N
81 deg. 52' 26" W, a distance of 317.97 feet; run thence N 00 deg.23'05" E, a distance of 408.79 feet, to a point on
the Southerly right-of-way line of Pasco Road as it is now established; run thence along said Southerly right-of-way line, N 37
deg. 33'54" E, a distance of 541.28 feet, to a point of curvature with a curve concave to the Southeast, having a radius of
850.41 feet and a central angle of 09 deg.43'38"; run thence to the Northeast, along the arc of said curve to the right, a
distance of 144.38 feet (said arc subtended by a chord bearing N 41 deg.59'18" E, a distance of 144.20 feet) to a point of
intersection with a non-tangent line; thence departing said Southerly right-of-way line run N 71 deg.46'33" E, a distance
of 70.19 feet; run thence S 41 deg.40'49" E, a distance of 197.00 feet; run thence N 48 deg.20'10" E, a distance of 390.17
feet, to a point of intersection with a non-tangent curve to the West, having a radius of 350.00 feet and a central angle of 40
deg.32'08"; run thence to the South, along the arc of said curve to the right, a distance of 247.62 feet (said arc subtended
by a chord bearing S 12 deg.04'24" E, a distance of 242.49 feet), to a point of tangency; run thence S 08 deg.17'13"
W, a distance of 666.66 feet; run thence N81 deg.42'47" W, a distance of 210.00 feet; run thence S 08 deg.17'13" W, a
distance of 280.57 feet, to the POINT OF BEGINNING.


 


LESS AND EXCEPT that portion thereof deeded to Pasco County
by deed recorded September 12, 2003 in Official Records Book 5536, Page 1676, of the Public Records of Pasco County, Florida.


 




    	Ex. A-1 to A-6



    	 



    

  


PARCEL II


 


Easement rights of owner of Parcel I as described and set forth
in Surface Water Drainage Easement and Agreement between Mid-Continent Plantation, Inc., a Florida corporation and S.R. 54, Inc.,
a Florida corporation, recorded in Official Record Book 4287, Page 732, Public Records of Pasco County, Florida.


 


PARCEL III


 


Easement rights including, but not limited to, ingress, egress,
parking, utilities, storm water system, and sanitary sewer as described and set forth in that certain Declaration of Covenants,
Conditions and restrictions dated June 26, 2000, recorded July 17, 2000, in Official Records Book 4404, Page 256, as re-recorded
in Official Records Book 4420, Page 1959, and as amended by First Amendment recorded in Official Records Book 4717, Page 1820,
all of the Public Records of Pasco County, Florida.


 




    	Ex. A-1 to A-6



    	 



    

 


Exhibit A-5


CHAMPIONSGATE VILLAGE


 


Lot 1, Championsgate Village Phase 3, according to the plat
thereof, as recorded in Plat Book 14, Pages 3 and 4, of the Public Records of Osceola County, Florida.


 




    	Ex. A-1 to A-6



    	 



    

 


Exhibit A-6


GOOLSBY POINT


 


PARCEL 1:


 


THAT PART OF THE SOUTHEAST 1/4 OF THE SOUTHEAST 1/4 OF SECTION
21, TOWNSHIP 30 SOUTH, RANGE 20 EAST, HILLSBOROUGH COUNTY, FLORIDA, BEING FURTHER DESCRIBED AS FOLLOWS:


 


COMMENCE AT THE NORTHEAST CORNER OF THE SOUTHEAST 1/4 OF THE
SOUTHEAST 1/4 OF SAID SECTION 21; THENCE ALONG THE EAST LINE OF THE SOUTHEAST 1/4 OF SAID SECTION 21, S.00°02'24"E, 210.00
FEET; THENCE N89°53'05"W, 30.00 FEET TO THE WEST RIGHT-OF-WAY L1NE OF McMULLEN LOOP ROAD (30.00 FEET HALF RIGHT-OF-WAY);
THENCE ALONG SAID LINE S.00°02'24"E, 175.25 FEET FOR THE POINT OF BEGINNING; THENCE CONTINUE ALONG SAID LINE S.00°02'24"E,
54.27 FEET; THENCE LEAVING SAID LINE N 63°43'39"W., 30.11 FEET; THENCE N 89°53'05"W, 155.81 FEET; THENCE S 45°06'55"W.,
21.21 FEET; THENCE S 00°06'55"W, 205.20 FEET; THENCE S.89°53'05"E, 198.40 FEET TO SAID RIGHT-OF WAY LINE; THENCE
ALONG SAID LINE S.00°02'24"E, 83.14 FEET; THENCE LEAVING SAID LINE S.89°57'27"W, 150.93 FEET; THENCE S.52°03'58"W,
8.14 FEET; THENCE S 89°57'27"W., 104.59 FEET; THENCE S 44°57'27"W., 18.28 FEET; THENCE S89°15'20"W,
332.52 FEET; THENCE S.89°34'19"W, 296.50 FEET; THENCE S87°56'15"W, 140.07 FEET TO A CURVE CONCAVE NORTHEASTERLY
HAVING A RADIUS OF 44.00 FEET; THENCE NORTHWESTERLY ALONG SAID CURVE 71.00 FEET, THROUGH A CENTRAL ANGLE OF 92°27'16"
(CHORD BEARING N 45°50'07"W., 63.54 FEET); THENCE N 00°23'31"E , 460.93 FEET TO A CURVE CONCAVE SOUTHEASTERLY
HAVING A RADIUS OF 24.00 FEET; THENCE NORTHEASTERLY ALONG SAID CURVE 36.80 FEET, THROUGH A CENTRAL ANGLE OF 87°50'35"
(CHORD BEARING N 46°13'03"E, 33.30 FEET); THENCE S.89°51'40"E, 60.12 FEET; THENCE S 00°23'31"W, 30.28
FEET; THENCE S 89°53'05"E., 174.58 FEET; THENCE N59°51'31"E., 13.89 FEET; THENCE N.00°06'55"E., 129.40
FEET; THENCE N 11°59'09"W, 11.93 FEET; THENCE N 00°06'55"E., 69.44 FEET; THENCE N 15°35'37"W., 16.62
FEET TO THE SOUTH RIGHT-OF-WAY LINE OF BOYETTE ROAD (30.00 FEET HALF RIGHT-OF-WAY); THENCE ALONG SAID LINE S.89°53'05"E.,
471.78 FEET; THENCE CONTINUE ALONG SAID LINE (AS RECORDED IN OFFICIAL RECORDS BOOK 9348, PAGES 646 THROUGH 654 AND PAGES 618 THROUGH
621, PUBLIC RECORDS OF HILLSBOROUGH COUNTY, FLORIDA) S 77°28'50"E, 46.54 FEET; THENCE S 88°43'39"E., 99.02 FEET;
THENCE N.87°46' 19"E, 25.60 FEET; THENCE LEAVING SAID LINE S 00°02'24"E, 169.05 FEET; THENCE S 10°27'51"W.,
45.41 FEET; THENCE S.42°17'05"W, 13.49 FEET, THENCE S 00°06'55"W., 121.58 FEET; THENCE S 42°03'16"E,
13.49 FEET; THENCE S 89°53'05"E., 164.56 FEET; THENCE N 65°34'07"E., 26.46 FEET TO THE WEST RIGHT-OF-WAY LINE
OF McMULLEN LOOP ROAD AND THE POINT OF BEGINNING.


 


Now known as Lot 1 of Goolsby Pointe Platted Subdivision - No
Improvements according to map or plat thereof recorded in Plat Book 87, Pages 72-1 and 72-2, of the Public Records of Hillsborough
County, Florida.


 


LESS AND EXCEPT the portion thereof described in Stipulated
Order of Taking and Final Judgment recorded in Official Records Book 16378, Page 670, of the Public Records of Hillsborough County,
Florida.


 




    	Ex. A-1 to A-6



    	 



    

 


PARCEL 2:


 


TOGETHER WITH easements granted in Declaration of Restrictions,
Covenants and Conditions and Grant of Easements recorded in Official Records Book 9593, Page 1023, as amended by the First Amendment
to Declaration of Restrictions, Covenants and Conditions and Grant of Easements recorded in Official Records Book 10238, page 541,
as amended by the Second Amendment to Declaration of Restrictions, Covenants and Conditions and Grant of Easements recorded in
Official Records Book 16923, page 1333, of the Public Records of Hillsborough County, Florida.


 


PARCEL 3:


 


TOGETHER WITH a perpetual easement for the purpose of constructing,
installing and maintaining a monument or pylon sign as granted in the Sign Easement recorded in Official Records Book 10188, Page
1454, of the Public Records of Hillsborough County, Florida.


 




    	Ex. A-1 to A-6



    	 



    

 


EXHIBIT B-1


to


Purchase and Sale Agreement


 


FORM OF LIMITED WARRANTY DEED (GEORGIA)


 


After Recording Return to:


__________________________


__________________________


__________________________


 


LIMITED WARRANTY DEED


 


STATE OF GEORGIA


COUNTY OF _________


 


THIS INDENTURE, made
this _____ day of ___________, 2014, between MEPT ___________________________________ LLC, a Delaware limited liability company,
as party of the first part (hereinafter “GRANTOR”), and _____________________, a _________________________________,
as party of the second part (hereinafter “GRANTEE”).


 


WITNESSETH: That the
said GRANTOR, for and in consideration of the sum of TEN AND NO/100THS DOLLARS ($10.00) and other good and valuable consideration,
in hand paid at and before the sealing and delivery of these presents, the receipt whereof is hereby acknowledged, has granted,
bargained, sold and conveyed and by these presents does grant, bargain, sell and convey unto the said GRANTEE, its successors and
assigns, all that tract or parcel of land described as follows:


 


See Exhibit “A”
attached hereto and by this reference made a part hereof.


 


The above-described
property is conveyed subject to those matters set forth on Exhibit “B” attached hereto and by this reference made a
part hereof.


 


TO HAVE AND TO HOLD
the said bargained premises, together with all and singular the rights, members and appurtenances thereof, to the only proper use,
benefit and behoof of the said GRANTEE, its successors and assigns, forever, IN FEE SIMPLE.


 


And the said GRANTOR,
for itself, its successors and assigns, will warrant and forever defend the right and title to the above described property unto
the said GRANTEE, its successors and assigns, against the lawful claims of all persons claiming by, through or under the undersigned.


 


IN WITNESS WHEREOF,
the said GRANTOR, by and through its duly appointed officers, has hereunto set its hand and affixed its seal the day and year first
above written.


 




    	Ex. B-1



    	 



    

 


	 	“GRANTOR”
	 	 
	 	MEPT ___________ LLC, a Delaware limited liability company
	 	 
	 	By:	MEPT Edgemoor REIT LLC, a Delaware limited liability
	 	 	company, its Manager
	 	 	 
	 	 	By:	NewTower Management LLC, a Delaware
	 	 	 	limited liability company, its Manager
	 	 	 	 
	 	 	 	By:	NewTower Trust Company, a Maryland
	 	 	 	 	State trust company, its Sole Member
	 	 	 	 	 
	 	 	 	 	Exhibit Only. Do Not Execute
	 	 	 	 	 	 
	 	 	 	 	By:	 
	 	 	 	 	Name:	 
	 	 	 	 	Its:	 


 


	Signed, sealed and delivered  
	in the presence of:  


 


	 	 
	Unofficial Witness	 
	 	 
	 	 
	Notary Public	 


 


	My Commission Expires:	 	 


 




    	Ex. B-1



    	 



    

 


EXHIBIT
“A”


to


Limited Warranty Deed


 


LEGAL DESCRIPTION


 




    	Ex. B-1



    	 



    

 


EXHIBIT
“B”


to


Limited Warranty Deed


 


PERMITTED EXCEPTIONS


 




    	Ex. B-1



    	 



    

 


EXHIBIT B-2


to


Purchase and Sale Agreement


 


FORM OF SPECIAL WARRANTY DEED (FLORIDA)



 


	PREPARED BY AND AFTER	 
	RECORDING, RETURN TO:	 
	 	 
	 	 
	 	 


 


	Tax Parcel ID No.	 	 


 


	 


SPECIAL
WARRANTY DEED


 


STATE OF FLORIDA


COUNTY OF ________


 


THIS INDENTURE, made
this ________ day of ____, 2014, between MEPT FUND ____________________ LLC, a Delaware limited partnership, as party of the first
part (hereinafter “Grantor”), 3 Bethesda Metro Center, Suite 1600, Bethesda, MD 20814 and ____________________, a ______________,
as party of the second part (hereinafter “Grantee”) _________________________________


 


WITNESSETH:


 


That the said Grantor,
for and in consideration of the sum of TEN AND NO/100THS DOLLARS ($10.00) and other good and valuable consideration, in hand paid
at and before the sealing and delivery of these presents, the receipt whereof is hereby acknowledged, has granted, bargained, sold,
and conveyed and by these presents does grant, bargain, sell, convey and warrant specially unto the said Grantee, its successors
and assigns, all that tract or parcel of land described on Exhibit “A” attached hereto and by this reference made a
part hereof.


 


SUBJECT TO the encumbrances
and exceptions described on Exhibit “B” attached hereto and by this reference made a part hereof.


 


TO HAVE AND TO HOLD
the said bargained premises, together with all and singular the rights, members and appurtenances thereof, to the only proper use,
benefit and behoof of the said GRANTEE, its successors and assigns, forever, IN FEE SIMPLE.


 


And the said Grantor,
for itself, its successors and assigns, will warrant specially and forever defend the right and title to the above described property
unto the said Grantee, its successors and assigns, but only against the lawful claims of persons claiming by, through or under
Grantor.


 




    	Ex. B-2



    	 



    

 


IN WITNESS WHEREOF,
the said Grantor, by and through its duly appointed officers, has hereunto set its hand and affixed its seal the day and year first
above written.


 


Signed,
sealed and delivered in the presence “GRANTOR” of:


 








	 	 	MEPT ___________ LLC, a Delaware
	 	 	limited liability company
	(Witness Signature)	 	 	 	 	 	 
		 	By:	MEPT Edgemoor REIT LLC, a Delaware
	Print Name: ___________________________________	 	 	limited liability company, its Manager
		 	 	 	 	 	 
	 	 	 	By:	NewTower Management LLC, a
	(Witness Signature)	 	 	 	Delaware limited liability company,
	 	 	 	 	its Manager
	Print Name:  ___________________________________	 	 	 	 
		 	 	 	By:	NewTower Trust Company, a
	 	 	 	 	 	Maryland State trust company,
	 	 	 	 	 	its Sole Member
	 	 	 	 	 	 	 
	 	 	 	 	Exhibit Only. Do Not Execute
	 	 	 	 	 	 	 
	 	 	 	 	 	By:	 
	 	 	 	 	 	Name:	 
	 	 	 	 	 	Title:	 




 










	STATE OF MARYLAND	)
	 	)ss.
	COUNTY OF MONTGOMERY	)


 


This instrument was acknowledged
before me on ___________ ___, 2014, by _________________________________, an officer of NewTower Trust Company, a Maryland State
trust company, which entity is the sole member of NewTower Management LLC, a Delaware limited liability company, which entity is
the manager of MEPT Edgemoor REIT LLC, a Delaware limited liability company, which entity is the manager of MEPT _______________
LLC, a Delaware limited liability company, 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(ies), and that
by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.


 


	 	Signature:	 
	 	Name (Print):	 
	 	NOTARY PUBLIC in and for the State
	 	of Maryland, residing at __________________
	 	My appointment expires: __________________


 




    	Ex. B-2



    	 



    

 


EXHIBIT A


to


Special Warranty Deed


 


LEGAL DESCRIPTION


 




    	Ex. B-2



    	 



    

 


EXHIBIT B


to


Special Warranty Deed


 


PERMITTED EXCEPTIONS


 




    	Ex. B-2



    	 



    

 


EXHIBIT C


to


Purchase and Sale Agreement


 


BILL OF SALE


 


This BILL OF SALE
(this “Bill of Sale”) is made and entered into as of the ___ day of _______________, 201_, by and between MEPT
_________ LLC, a Delaware limited liability company (“Assignor”), and ______________, a ______________ (“Assignee”).


 


AGREEMENTS


 


For good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor and Assignee hereby agree as follows:


 


1.            Assignor
hereby sells, transfers, assigns, and conveys to Assignee the following (collectively, the “Assigned Property”):


 


(a)          All
equipment, fixtures, appliances, inventory, and other personal property of whatever kind or character owned by Assignor and attached
to or installed or located on or in the land located in the City of _________, ________ County, ________ (as more particularly
described in the attached Exhibit A, the “Land”) or the improvements located on the Land (“Improvements”)
(collectively, the “Personal Property”).


 


(b)          All
of Assignor's right, title, and interest in and to warranties, guaranties, and bonds used in connection with the maintenance or
operation of the Land or the Improvements (or any part thereof), but only to the extent that the foregoing are assignable by Assignor
without any necessary third party consent or to the extent that all necessary third party consents to the assignments have been
obtained.


 


(c)          All
of Assignor’s right, title and interest, if any, in and to all trademarks, trade names or symbols under which the Land or
the Improvements (or any part thereof) is operated including without limitation the name [“Dean Taylor Crossing”],
[“Bethany Village”], [“Tree Summit Village”], [“Towne Centre at Wesley Chapel”], [“ChampionsGate
Village”] and [“Goolsby Point”].


 


2.            Except
as set forth in this Bill of Sale or in that certain Purchase and Sale Agreement by and between Assignor, as seller, and Assignee,
as purchaser, dated __________ (the “Agreement”), the Assigned Property is conveyed by Assignor and accepted
by Assignee AS IS, WHERE IS, AND WITHOUT ANY WARRANTIES OF WHATSOEVER NATURE, EXPRESS,
IMPLIED, OR STATUTORY, IT BEING THE INTENTION OF ASSIGNOR AND ASSIGNEE EXPRESSLY TO NEGATE AND EXCLUDE ALL WARRANTIES, INCLUDING,
WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE, WARRANTIES CREATED BY ANY
AFFIRMATION OF FACT OR PROMISE OR BY ANY DESCRIPTION OF THE PROPERTY CONVEYED HEREUNDER, OR BY ANY SAMPLE OR MODEL THEREOF, AND
ALL OTHER WARRANTIES WHATSOEVER CONTAINED IN OR CREATED BY THE UNIFORM COMMERCIAL CODE OR ANY OTHER LAW.


 





3.          Notwithstanding
anything to the contrary contained in this Bill of Sale, any liability of Assignor under this Bill of Sale is limited as set forth
in Section 12(d) of the Agreement.




 




    	Ex. C



    	 



    

  


4.          This
Bill of Sale may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute
one and the same instrument.


 


IN WITNESS WHEREOF,
this Bill of Sale is executed on the dates set forth below to be effective as of the date first above written.


 


	 	ASSIGNOR:
	 	 	 
	 	MEPT ___________ LLC, a Delaware limited liability
	 	company
	 	 	 
	 	By:	MEPT Edgemoor REIT LLC, a Delaware limited
	 	 	liability company, its Manager
	 	 	 
	 	 	By:	NewTower Management LLC, a Delaware
	 	 	 	limited liability company, its Manager
	 	 	 	 
	 	 	 	By:	NewTower Trust Company, a Maryland
	 	 	 	 	State trust company, its Sole Member
	 	 	 	 	 	 
	 	 	 	 	Exhibit Only. Do Not Execute
	 	 	 	 	By:	 
	 	 	 	 	Name:	 
	 	 	 	 	Its:	 


 


	 	ASSIGNEE:
	 	 
	 	 	,
	 	a	 	 
	 	 	 	 





	 	By:	 	,
	 	 	a	 	,
	 	 	its	 	 


 


	 	Exhibit Only. Do Not Execute
	 	By:	 
	 	Name:	 
	 	Title:	 


 


Exhibit A – Land Description


 




    	Ex. C



    	 



    

 


EXHIBIT A


to


Bill of Sale


 


LAND DESCRIPTION


 




    	Ex. C



    	 



    

 


EXHIBIT D


to


Purchase and Sale Agreement


 


ASSIGNMENT AND ASSUMPTION OF LEASES



 


This ASSIGNMENT
AND ASSUMPTION OF LEASES (this “Assignment”) is made and entered into as of _______________, 201_ (the “Effective
Date”), by and between MEPT _________ LLC, a Delaware limited liability company (“Assignor”),
and ______________, a ______________ (“Assignee”).


 


AGREEMENTS


 


For good and valuable
consideration, the receipt of which are hereby acknowledged, Assignor and Assignee hereby agree as follows:


 


1.          Assignor
hereby transfers and assigns to Assignee all of Assignor's right, title and interest in and to: (a) the lease agreements listed
on Exhibit A attached hereto (collectively, the “Leases”); and (b) all security deposits held by Assignor
under the Leases (collectively the items described in (a) and (b) above are referred to herein collectively as the “Assigned
Property”). The Assigned Property relates to the real property located in _______County, _________ described on Exhibit
B attached hereto (the “Property”).


 


2.          Assignor
has executed this Assignment and has GRANTED, TRANSFERRED and ASSIGNED the Assigned Property, and Assignee has accepted this Assignment
and purchased the Assigned Property AS IS AND WHERE EVER LOCATED, WITHOUT ANY REPRESENTATIONS
OR WARRANTIES OF WHATSOEVER NATURE, EXPRESS, IMPLIED OR STATUTORY, IT BEING THE INTENTION OF ASSIGNOR AND ASSIGNEE TO EXPRESSLY
NEGATE AND EXCLUDE ALL WARRANTIES WHATSOEVER, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS
FOR ANY PARTICULAR PURPOSE, WARRANTIES CREATED BY AFFIRMATION OF FACT OR PROMISE OR BY ANY DESCRIPTION OF THE ASSIGNED PROPERTY
OR BY ANY SAMPLE OR MODEL AND ANY OTHER WARRANTIES CONTAINED IN OR CREATED BY THE UNIFORM COMMERCIAL CODE OR ANY OTHER LAW.


 


3.          Assignee
hereby assumes and agrees to pay and perform all of the terms, covenants, conditions and obligations of the Assignor under the
Leases under or with respect to the Assigned Property arising or accruing on or after the Effective Date, and agrees to indemnify
and hold Assignor harmless from and against any claims, costs or liabilities in connection therewith arising or accruing on or
after the Effective Date. Assignor agrees to pay and perform all of the terms, covenants, conditions and obligations of the Assignor
under the Leases under or with respect to the Assigned Property arising or accruing before the Effective Date, and agrees to indemnify
and hold Assignee harmless from and against any claims, costs or liabilities in connection with the Assigned Property arising or
accruing prior to the Effective Date.


 




    	Ex. D



    	 



    

 


4.          Notwithstanding
anything to the contrary contained in this Assignment, any liability of Assignor under this Assignment is limited as set forth
in Section 12(d) of the Purchase and Sale Agreement by and between Assignor, as seller, and Assignee, as purchaser, dated __________.


 


IN WITNESS WHEREOF, this Assignment is executed
on the dates set forth below to be effective as of the Effective Date.


 


	 	ASSIGNOR:
	 	 	 
	 	MEPT ___________ LLC, a Delaware 
	 	limited liability company
	 	 	 
	 	By:	MEPT Edgemoor REIT LLC, a Delaware limited
	 	 	liability company, its Manager
	 	 	 
	 	 	By:	NewTower Management LLC, a Delaware
	 	 	 	limited liability company, its Manager
	 	 	 	 
	 	 	 	By:	NewTower Trust Company, a Maryland
	 	 	 	 	State trust company, its Sole Member
	 	 	 	 	 	 
	 	 	 	 	Exhibit Only. Do Not Execute
	 	 	 	 	By:	 
	 	 	 	 	Name:	 
	 	 	 	 	Its:	 


 


	 	ASSIGNEE:
	 	 
	 	 	,
	 	a	 	 
	 	 	 	 





	 	By:	 	,
	 	 	a	 	,
	 	 	its	 	 


 


	 	Exhibit Only. Do Not Execute
	 	By:	 
	 	Name:	 
	 	Title:	 


 


Exhibit A – List of Leases


Exhibit B – Land Description


 




    	Ex. D



    	 



    

 


EXHIBIT A


To 


Assignment and Assumption of Leases and
Contracts


 


LIST OF LEASES


 




    	Ex. D



    	 



    

 


EXHIBIT B


to


Assignment and Assumption Agreement of
Leases and Contracts


 


LAND
DESCRIPTION


 




    	Ex. D



    	 



    

 


EXHIBIT E


to


Purchase and Sale Agreement


 


NON-FOREIGN AFFIDAVIT


 


Section 1445 of the
Internal Revenue Code of 1986, as amended, provides that a transferee of a U.S. real property interest must withhold tax if the
transferor is a foreign person. To inform the transferee that withholding of tax is not required upon the disposition of a U.S.
real property interest by MEPT Edgemoor REIT LLC, a Delaware limited liability company, as the Manager and beneficial owner of
MEPT ___________ LLC, a Delaware limited liability company (“Transferor”), the undersigned hereby certifies
the following on behalf of the Transferor.


 


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



 


			2.          Transferor's U.S. employer identification
number is 26-3781256; and



 


			3.          Transferor's address is 3 Bethesda
Metro Center, Suite 1600, Bethesda, MD 20814.



 


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 penalties of
perjury the undersigned declares that it has examined this certification and to the best of its knowledge and belief it is true,
correct and complete, and it further declares that it has authority to sign this document on behalf of Transferor.


 


Executed to be effective as of ___________.


 


	 	TRANSFEROR:
	 	 
	 	MEPT Edgemoor REIT LLC, a Delaware limited
	 	liability company, its Manager
	 	 	 
	 	By:	NewTower Management LLC, a Delaware limited
	 	 	liability company, its Manager
	 	 	 
	 	 	By:	NewTower Trust Company, a Maryland State
	 	 	 	trust company, its Sole Member


 


	 	Exhibit Only. Do Not Execute
	 	By:	 
	 	Name:	 
	 	Its:	 


 




    	Ex. E



    	 



    

 


EXHIBIT F


to


Purchase and Sale Agreement


 


FORM OF TENANT ESTOPPEL LETTER


 


«Date»


 


		Re:	MEPT ________ LLC (“Landlord”)



«Property»


«City_State»


 


Ladies and Gentlemen:


 


The undersigned (“Tenant”)
certifies that with respect to the lease (the “Lease”) more particularly described in the attached Schedule
“A” which is hereby incorporated (the “Schedule”):


 


1.          Tenant
is the tenant under the Lease;


 


2.          The
summary of the terms of the Lease and other information contained in the Schedule is true and correct;


 


3.          Tenant
has accepted possession of the premises (the “Premises”) under the Lease;


 


4.          There
are no rent abatements or free rent periods now or in the future other than as may be set forth on the Schedule;


 


5.          The
Lease is in full force and effect and, except as may be indicated on the Schedule, has not been assigned, modified, supplemented
or amended in any way and Tenant has no notice of any assignment, pledge or hypothecation by the Landlord under the Lease or of
the rentals thereunder;


 


6.          The
Lease represents the entire agreement between Tenant and Landlord with respect to the Premises;


 


7.          All
construction and other obligations of a material nature to be performed by Landlord have been satisfied, except as may be indicated
on the Schedule;


 


8.          Any
payments by Landlord to Tenant for tenant improvements which are required under the Lease have been made, except as may be indicated
on the Schedule;


 


9.          On
this date, there are no existing defenses or offsets which Tenant has against the enforcement of the Lease by Landlord and Tenant
has no knowledge of any event which with the giving of notice, the passage of time or both would constitute a default by Tenant,
or to the best of Tenant’s knowledge, a default by Landlord, under the Lease;


 


10.         Tenant
is not entitled to any offsets, abatements, deductions or otherwise against the rent payable under the Lease from and after the
Effective Date, except as may be indicated on the Schedule;


 




    	Ex. F



    	 



    

 


11.         No
rental (including expense reimbursements), other than for the current month, has been paid in advance, except as may be indicated
on the Schedule;


 


12.         Tenant
has not filed on its behalf, nor to Tenant’s knowledge, has any party initiated against Tenant, proceedings for relief under
bankruptcy, insolvency, or other proceedings;


 


13.         Except
as set forth in the Lease, Tenant has no purchase, extension, expansion, rights of first offer, rights of first refusal, exclusives,
right to lease other premises, or rights to have Landlord perform Tenant’s obligations under leases of other premises;


 


14.         Tenant
has no right to terminate the Lease except as set forth in the Lease; and


 


The truth and accuracy
of the certifications contained herein may be relied upon by (i) Landlord, (ii) any purchaser of the Property (“Purchaser”),
(iii) each lender (“Lender”) of Landlord or Purchaser (or any of their respective direct or indirect owners),
and its successors, participants, assigns and transferees, (iv) any rating agency or trustee involved in a securitization of one
or more loans made by a Lender, and (v) any servicer of any such loan (collectively, the “Reliance Parties”),
and said certifications shall be binding upon Tenant and its successors and assigns, and inure to the benefit of the Reliance Parties.


 


	 	Very truly yours,
	 	 
	 	«Operating_As»
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	Date:	 


 




    	Ex. F



    	 



    

 


SCHEDULE A to Tenant Estoppel Letter


 


Summary of Lease Terms


 


(1)         Name
of Tenant: «Operating_As»


 


(2)         Lease
Date: «Lease_Date»


 


(3)         Amendment
Dates, Separate Agreements, if any:


 


	 	«Lease__License_Agreement»	«Lease_Date»
	 	«Document_1»	«Document_1_Date»
	 	«Document_2»	«Document_2_Date»
	 	«Document_3»	«Document_3_Date»
	 	«Document_4»	«Document_4_Date»


 


(4)         Square
Footage: «Square_Feet» sf


 


(5)         Lease
Commencement Date: «Commence_Date»;Current Lease Expiration: «Expiration_Date»


 


	(6)         Current Monthly Base Rent:	 	$«Base_Monthly_Rent»;	 	paid through: __________
	Current Monthly Expense Reimbursement:	 	$«Total_Exp»;	 	paid through: __________
	Other Current Monthly Rent Not Otherwise Identified Above:	 	$«Other»;	 	paid through: __________
	Current Total Monthly Rent:	 	$«Total_Rent»	 	 


Tenant has the following abatement(s)
remaining: «Free_Rent»


 


(7)         Security
Deposit: $«Security_Deposit»


 


(8)         Percentage
Rent: «% Rent»


 


(9)         Assignees/Subtenants:
«Subtenant»


 


(10)        Lease Guarantor(s):
«Guarantor»


 




    	Ex. F



    	 



    

 


EXHIBIT G


to


Purchase and Sale Agreement


 


LIST OF LEASES


 


Dean Taylor Crossing


 


Jenny Huang, d/b/a Asian Star Chinese Restaurant: December
2, 1999-Shi Song Zheng d/b/a China Restaurant 


Assignment of Lease: Jony Wijaya d/b/a Royal Bamboo Chinese
Bistro: November 13, 2001


Assignment of Lease: Yi Tong Cao d/b/a Royal Bamboo Chinese
Bistro: December 3, 200


Assignment and Assumption of Lease Jian Dong Liang and Hong
Liang Ding d/b/a Royal Bamboo Chinese Bistro: April 13, 2004


First Amendment & Assignment of Lease: Jian Dong Liang and
Hong Liang Ding d/b/a Royal Bamboo Chinese Bistro: January 26, 2005


Second Amendment to Lease Agreement: Hong Liang Ding d/b/a Royal
Bamboo Chinese Bistro: January 11, 2010


Assignment & Assumption & Third Amendment: Jenny Huang
d/b/a Asian Star Chinese Restaurant: May 17, 2013


 


Mohamed Lakdawala & Gulzar Lakdawala d/b/a Browline Eye
Brow & Threading: August 9, 2013


 


Richard Nguyen d/b/a Capri Nails: April 12, 2005—Lan
Tuyet Do d/b/a Nail Network


First Amendment: Diem Loan T. Tran and Cuong Ngoc Tran d/b/a
Nail Network: August 27, 2009


Assignment: Diem Loan T. Tran and Cuong Ngoc Tran d/b/a Nail
Network: August 16, 2007


Assignment: Anh Phuong T. Tra d/b/a Capri Nails: December 18,
2009


Assignment: Richard Nguyen d/b/a Capri Nails: September 13,
2010


Second Amendment: Richard Nguyen d/b/a Capri Nails: October
23, 2013


 


T-Mobile USA Tower, LLC: September 27, 2002


First Amendment: 2003


Letter consent for Antenna Modification: June 4, 2013


Letter Transfer of Lease: Crown Castle International Corp. (as
operator): January 25, 2013


Assignment: Powertel/Atlanta Inc.: April 28, 2003


Letter-Rate Increase: September 23, 2008


Consent Request for Antenna Modification: Crown Castle International
Corp: June 4, 2013


 


Dentecare Dental LLC: April 14, 2008


Acceptance Agreement: February 2, 2009


Revocable License Agreement (Pylon Sign): May 28, 2008


Release (Pylon Sign): April 25, 2011


 


Suwanee Premium Restaurants, Inc. d/b/a Frontera Mex-Mex
Grill: October 6, 1999


First Amendment: May 15, 2001


LL Subordination Agreement: November 10, 2000


Second Amendment: Suwanee Premium Restaurants Inc. d/b/a Frontera
Mex-Mex Grill: March 18, 2011


 




    	 



    	 



    

 


The Kroger Company (#477): July 29, 1999


First Amendment to Lease: October 15, 1999


Second Amendment to Lease: February 1, 2000


Third Amendment to Lease: July 24, 2009


License Agreement: August 15, 2013


Prohibited Use Variance Approval: August 14, 2013


 


ABS Franchising, LLC d/b/a Little Cesar’s Pizza: March
14, 2007


First Amendment: April 26, 2012


Acceptance Agreement: May 3, 2007


 


Phillip James Flint d/b/a Red Bandana Pet Food: September
11, 2000


First Amendment: February 16, 2005


Second Amendment: May 18, 2010


 


Song Dok SL Lee (nee Kim) d/b/a Sew Sew Alterations: March
17, 2000


First Amendment: June 30, 2005


Second Amendment: Song Dok Kim d/b/a Sew Sew Alterations: September
27, 2010


Third Amendment: August 31, 2013


 


Dakshesh R. Patel d/b/a Subway: February 11, 2013


Sublease: March 6, 2013


 


Supercuts Corporate Shops, Inc.: February 8, 2000


Assignment: Supercuts Corporate Shops, Inc.: April 14, 2010


First Amendment: May 21, 2010


Second Amendment: June 14, 2012


Third Amendment: December 13, 2013


 


Tropical Oasis Tanning Salon, Inc: May 1, 2012


First Amendment: September 20, 2012


 


Business & Shipping Solutions, Inc. d/b/a The UPS Store
#2738: December 30, 2010


Revocable License Agreement (Pylon Sign): February 17, 2011


 


Judy Stoops & Jim Stoops d/b/a Wild Birds Unlimited:
July 5, 2005


First Amendment: February 8, 2007


Second Amendment: December 15, 2008


Third Amendment: February 28, 2012


 


Suwanee WOA, LLC d/b/a Workout Anytime: August 29, 2013


First Amendment to Lease Agreement: December 6, 2013


Landlord Subordination and Consent Agreement: December 18, 2013


 




    	 



    	 



    

 


Bethany Village


 


Bethany Bend Fitness, LLC: August 27, 2013


Temporary Use License Agreement: August 27, 2013


Publix Waiver Agreement: October 9, 2013


First Amendment to Lease Agreement: December 6, 2013


 


Nandas Corporation d/b/a Beverage Shop: November 8, 2001


First Amendment: May 15, 2007


Second Amendment: December 2, 2008


Third Amendment: September 10, 2009


Fourth Amendment: September 21, 2010


Fifth Amendment: December 16, 2011


Sixth Amendment: November 7, 2012


 


Xiu Fang Zhou d/b/a China Restaurant: August 24, 2006


First Amendment: August 14, 2009


Second Amendment: April 21, 2010


Third Amendment: June 22, 2012


Fourth Amendment: February 20, 2013


 


Hee K, Inc d/b/a Clothing Care Cleaners: April 26, 2000


First Amendment: July 9, 2001


Second Amendment: August 14, 2006


Assignment & Assumption: April 29, 2008


Third Amendment: August 15, 2008


Assignment & Assumption: November 25, 2009


Fourth Amendment: January 14, 2011


 


Doug E. Worful D.M.D.: May 3, 2001


Lease Agreement: May 3, 2001


First Amendment: July 14, 2005


Landlord Waiver: July 14, 2005


Second Amendment: October 30, 2009


Third Amendment: May 21, 2013


 


Tres De Oros, Inc. d/b/a El Azteca: August 15, 2001


First Amendment: August 15, 2006


Second Amendment: February 15, 2012


 


Goodwill of North Georgia, Inc.: September 14, 2007


Clarification Letter-Management Fees: November 5, 2007


First Amendment: July 13, 2012


 


Chiropractic Family Healthcare Center, LLC: September 1,
2000


First Amendment: July 27, 2006


Second Amendment: September 9, 2009


Third Amendment: March 1, 2011


Fourth Amendment: December 14, 2011


 




    	 



    	 



    

 


Hari Krisahna McFarland, Inc. d/b/a Marco’s Pizza:
January 10, 2013


Lease Rider: January 7, 2013


First Amendment: February 14, 2013


Acknowledgment of Term: May 29, 2013


Second Amendment: September 5, 2013


Lessor’s Consent & Agreement: October 16, 2013


 


Phillip H. TA d/b/a GA Nails Spa f/k/a Nail Dynasty #3, Inc.:
June 19, 2006


First Amendment: October 30, 2009


Second Amendment: March 24, 2010


Third Amendment: September 30, 2010


Assignment & Assumption Agreement: April 23, 2013


Assignment & Assumption Agreement: October 18, 2006


Fourth Amendment: September 8, 2013


 


Publix Supermarkets, Inc. (#762): March 21, 2000


First Amendment to Lease: June 6, 2006


Second Amendment to Lease: January 11, 2013


Waiver Agreement: October 9, 2013


Letter Agreement: June 5, 2000


Letter Agreement: May 31, 2001


Memorandum of Lease: March 21, 2000


 


Subway Real Estate Corp. (Store #33965): July 7, 2004


Sublease #33965 – Roland Montoya: August 5, 2004


First Amendment: May 29, 2009


Lease Verification Letter: July 8, 2005


 




    	 



    	 



    

 


Tree Summit Village


 


Asia Diamond Nguyen d/b/a Jo Nails and Spa: October 27, 2009


First Amendment to Lease— VINII THAT TON d/b/a Jo Nails
and Spa: March 25, 2010


Assignment & Assumption Agreement— NHU TU PHAN and
TAC A. LAM d/b/a Jo Nails and Spa: October 22, 2010


Assignment & Assumption Agreement— VINH THAT TON and
Cindy Nguyen: Assignment & Assumption Agreement— VINH THAT TON and Cindy Nguyen: July 8, 2011


Assignment & Assumption Agreement—Asia Diamond Nguyen:
July 12, 2012


 


SHI BO ZHAO d/b/a Chin Chin Chinese Restaurant: August 6,
1999


Assignment of Lease—Jin Xiang Lin and Yi Hui Liu: June
2001


Assignment of Lease—Jin Xiang Lin: June 7, 2005


Assignment & Assumption Agreement—Bamboo Garden Inc.:
April 25, 2007


Assignment & Assumption Agreement—Good Tasty, Inc.:
August 17, 2007


Assignment & Assumption Agreement—D & C International
Trading, Inc. d/b/a Chin Chin Chinese Restaurant: April 23, 2008


First Amendment to Lease Agreement—D & C International
Trading, Inc. d/b/a Chin Chin Chinese Restaurant: December 10, 2009


Second Amendment to Lease Agreement–D & C International
Trading, Inc. d/b/a Chin Chin Chinese Restaurant: April 14, 2010


Assignment & Assumption Agreement—SHI BO ZHAO d/b/a
Chin Chin Chinese Restaurant: December 20, 2010


Third Amendment to Lease Agreement—SHI BO ZHAO d/b/a Chin
Chin Chinese Restaurant: September 9, 2011


Fourth Amendment to Lease Agreement—SHI BO ZHAO d/b/a
Chin Chin Chinese Restaurant: May 21, 2012


Assignment & Assumption Agreement—Yu Li Yeung d/b/a
Chin Chin Chinese Restaurant: March 14, 2013


 


Coast Dental Services, Inc.: September 25, 1998


Letter to Exercise Second Option: November 25, 2009


 


Bio-Medical Applications of Georgia, Inc. d/b/a Fresenius
Medical Care Berkeley Lake: May 11, 2012


Lease Possession Certificate: October 16, 2012


Commencement Date Certificate: January 9, 2013


 


Mom & Baby Shop, LLC: August 29, 2012


Lease Possession Certificate: September 27, 2012


 


Pro Music Corporation: March 31, 2006


First Amendment to Lease: May 20, 2010


Second Amendment to Lease: November 11, 2012


 


Publix Super Market, Inc. (#726): March 30th,
1999


Memorandum of Lease: March 30, 1999


First Amendment: March 7, 2000


Second Amendment: April 10, 2013


First Memorandum to Lease: April 10, 2013


 




    	 



    	 



    

 


Manav Enterprises, Inc. d/b/a The UPS Store: October 10,
2007


Tenant Acceptance Agreement: March 4, 2008


First Amendment to Lease: May 11, 2012


 




    	 



    	 



    

 


Towne Centre at Wesley Chapel


 


PCS/Partners of Florida, LLC: 11/28/2012


Form of Lease Memorandum: 06/17/2013


 


My Nail Spot, LLC: 03/27/2007


Tenant Acceptance Agreement: 5/17/2007


Assignment of Lease: Christon V. Nguyen d/b/a Q Nails: 8/7/2007


Assignment of Lease: Chieu Phan and Hoang Le d/b/a Q Nails:
1/14/2011


Assignment of Lease: Hong Cuc Thi Luong and Kimberli Nguyen
d/ba Q Nails: 1/30/2013


Assignment of Lease and Second Amendment to Lease: My Nail Spot
LLC: 8/1/2013


Consent of Guarantors (Le-Phan): 8/1/2013


Guaranty (Bui, Le, Le): 8/1/2013


 


Amit and Ashita Dalsaniya d/b/a PostNet: 6/6/2003


First Amendment to Lease: 07/18/2003


First Amendment to Lease: 09/27/2006


Second Amendment to Lease: 06/02/2008


Second Amendment to Lease: 08/15/2008


Unconditional Guaranty of Payment (Shah & Shah): 08/07/2008


Third Assignment of Lease: 12/18/2009


Unconditional Guaranty of Payment (Dalsaniya & Dalsaniya):
12/18/2009


Reaffirmation and Consent of Guarantor (Shah & Shah): 12/18/2009


 


Kash N Karry Food Stores, Inc. d/b/a Sweetbay Supermarket
#1916: 12/21/1999


Original Lease Agreement: 12/21/1999


Approval Letter (Chinese and Beef O’Brady’s restaurants):
04/21/2000


First Lease Modification: 05/19/2000


Recorded Declaration of Covenants and Restrictions: 06/26/2000


Approval Letter (pizza and baked sub sandwiches): 08/31/2000


Approval Letter (dollar store): 08/31/2000


Addendum to Lease: 04/02/2001


Second Modification of Lease Agreement: 08/29/2001


Recorded First Amendment to Declaration of Covenants and Restrictions:
9/6/2001


Approval Letter (Hotz restaurant): 5/4/2005


 


KC and FS Incorporated d/b/a Hungry Howies: 8/31/2000


Letter to Renew: 1/15/2006


Assignment of Lease: 6/20/2007


Unconditional Guaranty of Payment (Fay Kazbour): 06/20/2007


Unconditional Guaranty of Payment (Yasser Kazbour): 06/20/2007


First Amendment of Lease: 03/01/2011


Reaffirmation and Consent of Guarantor: 02/22/2011


 


Tristan Ellyn Associates, LLC d/b/a Great Clips: 12/29/2010


Tenant Acceptance Agreement: 02/10/2011


Unconditional Guaranty of Payment - Exhibit F: 12/22/2010


 


Max Muscle New Tampa, LLC: 8/11/2008


Tenant Acceptance Agreement: 2/29/2009


 




    	 



    	 



    

 


Unconditional Guaranty of Payment: 8/7/2008


Franchise Lease Addendum: 8/11/2008


 


Robert E. and Sandra A. Stowasser d/b/a Bob's Barber Shop:
3/16/2000


First Amendment: 8/10/2005


Second Amendment: 11/15/2010


 


Togo Food & Sports Incorporated d/b/a Beef O' Brady's:
9/11/2000


First Amendment of Lease: 5/19/2011


Surety Agreement: 9/02/2000


 


Sun Jyot, Inc. d/b/a Pinch A Penny: 7/19/2000


Assignment of Lease: 11/9/2004


Letter of Renewal: 8/4/2005


First Amendment of Lease: 1/13/2011


 


OM Institute of Education, Inc., d/b/a Kumon Math & Reading
Center: 8/19/2011


Tenant Acceptance Agreement: 2/3/2012


Unconditional Guaranty of Payment: 8/19/2011


 




    	 



    	 



    

 


ChampionsGate Village 


 


9East Investments, LLC d/b/a 1005 Liquor at ChampionsGate:
4/10/2001


Sublease— Yong H. Lee d/b/a Empire Liquor, Inc:
2/17/2003


Renewal Letter— YONG W. LEE D/B/A EMPIRE LIQUOR, INC.:
5/08/2006


Assignment & Assumption of Lease— DOVE BUSINESS, INC.
d/b/a Empire Liquor: 8/31/2007


Assignment & Assumption of Lease— 9East Investments,
LLC d/b/a 1005 Liquor at ChampionsGate: 1/07/2010


First Amendment to Lease— 9East Investments, LLC d/b/a
1005 Liquor at ChampionsGate: 8/31/2011


 


DCT Leisure Corporation of Florida, Inc. d/b/a Bella Trae
Realty: 3/25/2013


 


CHINA ONE IN OSCEOLA, INC. d/b/a China One Restaurant: 3/1/2001


First Amendment to Lease— Chuen Yuan Wang d/b/a China
One: 1/21/2002


Third Amendment to Lease— CHINA ONE IN OSCEOLA, INC. d/b/a
China One Restaurant: 04/29/2008


Fourth Amendment to Lease CHINA ONE IN OSCEOLA, INC. d/b/a China
One Restaurant: 05/06/2011


 


G. T. Leisure Services, Inc. d/b/a Citrus Grove Villas 08/27/2013


 


Diamond Dry Cleaners, LLC 01/20/2011


 


Dulcetto of ChampionsGate, Inc.: 03/08/2003


Amendment to Lease – change of operating name to Dr. Jean
Paul Benzaken, Mrs. Julie Benzaken, Chimene Corporation d/b/a II Pepperoni: 05/02/2004


Second Amendment to Lease – amend Section 21 of Lease—
Dr. Jean Paul Benzaken, Mrs. Julie Benzaken, Chimene Corporation d/b/a Pepperon’ Pizzeria & Italian Restaurant: 11/22/2004


Letter of Renewal— Dr. Jean Paul Benzaken, Mrs. Julie
Benzaken, Chimene Corporation d/b/a Pepperon’ Pizzeria & Italian Restaurant: 01/08/2008


Assignment and Assumption of Lease— Dulcetto of ChampionsGate,
Inc.: 07/21/2010


Temporary License Agreement: 12/29/2010


Third Amendment to Lease – Extend Term & Add Option—
Dulcetto of ChampionsGate, Inc.: 04/18/2013


 


Diep Ngoc Bui & Ha Tua Le d/b/a Five Star Nails: 11/18/2010


 


Ratner Companies, Inc. d/b/a Hair Cuttery #3160: 08/31/2001


Acceptance of Renewal— Hair Cuttery of North Florida d/b/a
Hair Cuttery: 08/21/2006


First Amendment to Lease—Creative Hairdressers, Inc. d/b/a
Hair Cuttery: 01/23/2012


 


Publix Super Markets, Inc. (#770): 2/18/1999


Commencement Date Letter: 06/19/2001


Memorandum of Lease: 02/18/99


First Addendum to Memorandum of Lease: 02/24/00


Second Addendum to Memorandum of Lease: 10/11/01


Third Addendum to Lease: 07/07/00


Fourth Addendum to Lease: 09/18/2000


Fifth Addendum to Lease: 10/11/2001


 




    	 



    	 



    

 


Subway Real Estate Corporation: 06/04/2001


Sublease—Jeffrey Ganssle, Lucy D. DiPasqua, and Peter
M. DiPasqua Jr: 07/12/2001


First Amendment to Lease—Subway Real Estate Corp.: 07/11/2006


 


Gator Leasing & Development d/b/a The UPS Store: 10/28/2000


First Amendment to Lease—Gator Leasing & Development
Corporation d/b/a Mail Boxes Etc.: 11/24/2003


Sublease Agreement—June and Norman Ruscette: 1/1/2004


Second Amendment to Lease— Gator Leasing & Development
d/b/a The UPS Store: 11/08/2010


 




    	 



    	 



    

 


Goolsby Point


 


Cellular Sales of Northern Florida, LLC: 09/25/2013


Guaranty: 09/25/2013


Form of Lease Memorandum: 11/05/2013


 


Chai Yo Thai Cuisine, LLC: 4/30/2008


Unconditional Guaranty of Payment: 04/30/2008


Tenant Acceptance Agreement: 07/17/2008


Letter Agreement: 01/21/2009


First Amendment: 09/23/2009


Second Amendment: 04/04/2011


Exhibit A—Reaffirmation and Consent of Guarantor: 03/22/2011


 


Hing Mau Wong and Wen Fang Wang, individuals d/b/a China
Park 5/1/2000


Guaranty of Lease - (Hing M. Wong): 5/1/2000


First Assignment and Assumption: 5/6/2002


Reaffirmation of Guaranty of Lease (Hing M. Wong): 5/6/2002


Guaranty of Lease (Han B. Lin): 5/6/2002


Exercise Option Letter : 01/4/2005


Renewal Letter : 03/8/2005


Second Assignment and Assumption: 11/26/2007


Reaffirmation and Consent (Han B. Lin): 11/19/2007


Reaffirmation and Consent (Hing M. Wong): 11/15/2007


Unconditional Guaranty of Payment (Wen Fang Wang): 11/16/2007


Renewal Letter: 08/03/2009


 


Son V. Pham and Rose Pham d/b/a Foxy Nails & Spa: 3/6/2008


Unconditional Guaranty of Payment (Bac Quang Do): 02/29/2008


Assignment and Assumption: 12/15/2008


Reaffirmation and Consent of Guarantor (Bac Quang Do): 12/10/2008


Unconditional Guaranty of Payment (Rose Pham): 12/10/2008


Clarification of Lease Language – Letter: 03/03/2009


 


Kinman, LLC d/b/a Kenny's Liquors: 12/15/2010


Unconditional Guaranty of Payment: 12/15/2010


 


Rema Investments, Inc. d/b/a Majik Touch Cleaners: 09/10/1998


Letter Agreement—Renewal: 8/12/2002


Letter Agreement—Renewal: 9/27/2005


First Amendment To Lease: 7/25/2006


Second Amendment To Lease: 1/16/2009


Third Amendment To Lease: 6/20/2012


 




    	Ex. G



    	 



    

 


Phimprachanh Group, Inc. d/b/a Pet Malls: 5/5/2011


Unconditional Guaranty of Payment: 5/5/2011


Tenant Acceptance Agreement: 12/13/2011


 


Publix Super Markets, Inc. (#712): 4/12/1999


Commencement Letter Agreement: 03/10/2000


First Addendum: 05/19/2000


Second Addendum: 09/01/2005


Letter Agreement: 05/30/2007


 


RadioShack Corporation (#01-9885) 1/13/2000


Lease Extension Agreement—RadioShack Corporation (formerly
Tandy Corp.): 3/19/2010


Lease Extension Agreement: 4/24/2012


 


Regis Corporation d/b/a First Choice Haircutters: 2/23/1999


Renewal Letter: 11/09/2004


Inter-Corporation Assignment—Regis Corporation d/b/a First
Choice Haircutters: 1/12/2010


First Amendment: 3/24/2010


Second Amendment: 4/16/2012


 


Smile Design Riverview LLC d/b/a Smile Design Dentistry:
6/7/2013


Guaranty: 6/07/2013


Lease Commencement Memorandum: 8/15/2013


 


Stacia Bell d/b/a Stacia Michaels, The Salon 10/6/2011


Unconditional Guaranty of Payment: 10/06/2011


Tenant Acceptance Agreement: 4/24/2012


 


Frank Finnegan d/b/a Sun Hill Optical: 4/8/1999


Consent to Declaration Restrictions (Letter) Undated


Letter Agreement- Renewal: 12/02/2002


Letter Agreement—Renewal: 01/13/2006


First Amendment: March 2002


Second Amendment: 4/19/2006


Third Amendment: 8/14/2009


Consent of Guarantors and Renewal Of Guaranty: 8/14/2009


Fourth Amendment: 3/31/2013


 


Gator Leasing and Development Corp. d/b/a The UPS Store #3452:
8/25/1999


Amendment to Shopping Center Lease: 3/30/2000


Sublease Agreement—David L. Kjosa and Esther Kjosa: 8/15/2003


Personal Guaranty of Sublease (Kjosa): 7/30/2003


Letter Agreement—Renewal: 4/20/2004


Second Amendment—Gator Leasing and Development Corp. d/b/a
The UPS Store: 1/11/2010


Reaffirmation and Consent of Guarantor (Gordon): 1/05/2009


 




    	Ex. G



    	 



    

 


Westshore Pizza Boyette, Inc.: 4/25/2000


First Amendment and Assignment of Lease—David E. Bove
and Suzanne E. Bove d/b/a Westshore Pizza: 6/18/2005


Reaffirmation and Consent of Guarantor (Wagner): 6/18/2005


Unconditional Guaranty of Payment (Bove): 6/18/2005


Landlord’s Waiver: 6/30/2005


Assignment and Assumption—David E. Bove and Suzanne E.
Bove d/b/a Westshore Pizza: 11/12/2007


Reaffirmation and Consent of Guarantor (Bove): 11/09/2007


Unconditional Guaranty of Payment (Robert Vasaturo): 11/09/2007


Side Document – Officer / Director Resignation (Vasaturo)
10/03/2011


 




    	Ex. G



    	 



    

 


EXHIBIT H


to


Purchase and Sale Agreement


 


LIST OF CONTRACTS


 


Dean Taylor Crossing


Vintage Constructors 01/01/13


Roof Consultants 02/29/12


Corporate Commercial Sweeping 01/01/13


City Wide Wrecker Service, Inc. 08/03/12


Complete Solutions & Sourcing, Inc. 03/01/12


International Fire Protection, Inc. 01/2013


International Fire Protection, Inc. 01/2013


 


Bethany Village


Comcast Cable Communications Management 08/26/13


Vintage Constructors 01/31/13


Roof Consultants 02/29/12


Corporate Commercial Sweeping 01/01/13


City Wide Wrecker Service, Inc. 08/03/12


Complete Solutions & Sourcing, Inc. 03/01/12


International Fire Protection, Inc. 01/2013


International Fire Protection, Inc. 01/2013


 


Tree Summit Village


Complete Solutions 05/20/13


Lots Appeal 10/01/12


Lake Pass Ground Maintenance, LLC


Knox Pest Control


 


Towne Centre at Wesley Chapel


American Facility Services 01/16/13


International Fire Protection Inc. 03/01/13


Mikes Window Cleaning, Inc. 10/01/13


NDL, LLC 01/09/13


Nvirotect Pest Control Services Inc. 02/13/13


Property Care Specialists 11/06/13


Property Care Specialists 08/29/13


The Lake Doctors, Inc. 02/27/13


World One, Inc. 10/23/13


 




    	Ex. H



    	 



    

 


ChampionsGate Village


Dyna Fire 02/19/13


Weber Environnemental Services, Inc. 12/15/12


Yaniz Complete Property Maintenance 09/01/09


Unique Pest Control 09/16/08


Complete Solutions & Sourcing, Inc. 11/01/12


Clean Fast Pressure Washing


 


Goolsby Point


American Facility Services 01/16/13


Dana Enterprises, Inc. 01/15/13


International Fire Protection Inc. 01/30/13


Mikes Window Cleaning 10/01/13


NDL, LLC 01/09/13


Nvirotect Pest Controls Services Inc. 02/13/13


R&R Sewage Lift Station Services, Inc. 07/09/13


Remson Aquatics 11/12/2013


World One, Inc. 10/23/13


 




    	Ex. H



    	 



    

 


EXHIBIT I


to


Purchase and Sale Agreement


 


LITIGATION


None.


 




    	Ex. I



    	 



    

 


EXHIBIT J


to


Purchase and Sale Agreement


 


ESCROW HOLDBACK AGREEMENT


 


This Escrow Holdback
Agreement (this “Agreement”) is made and entered as of March ___, 2014 (the “Effective Date”)
by and between MEPT Towne Centre Wesley Chapel LLC, a Delaware limited liability company (“Seller”), and Wesley
Chapel Station LLC, a Delaware limited liability company (“Purchaser”) and Chicago Title Insurance Company (“Escrow
Agent”).


 


BACKGROUND


 


A.           Seller,
as Seller, and Purchaser, as successor in interest to The Phillips Edison Group LLC, an Ohio limited liability company, as Purchaser,
are parties to that certain Purchase and Sale Agreement dated as of February ___, 2014 (the “Purchase Agreement”)
with respect to, among other property, the shopping center property commonly known as Towne Centre at Wesley Chapel located in
Wesley Chapel, Pasco County, Florida (the “Property”). Any capitalized term used but not defined in this Agreement
shall have the meaning assigned to such term in the Purchase Agreement.


 


B.           Seller
is prepared to enter into that certain Lease Agreement (the “Anytime Lease”) with Carle Fitness Centers, LLC
(dba “Anytime Fitness”) (the “Tenant”) at the Property; however, due to a use restriction in the
lease agreement with the grocery store tenant of the Property known as “Sweet Bay” (the “Grocery Tenant”),
Seller must obtain Grocery Tenant’s approval of the Anytime Lease (the “Approval”).


 


C.           Seller
has agreed to deposit into escrow with Escrow Agent the Holdback Funds (defined below) until such time as the Approval has been
obtained and the Anytime Lease has been executed and delivered by Tenant (collectively, the “Holdback Release Condition”),
and Seller has agreed that Purchaser shall have the right to receive payments, monthly, from the Holdback Funds pending satisfaction
of the Holdback Release Condition, all on and subject to the terms and conditions hereof.


 


D.           Accordingly,
Seller, Purchaser and Escrow Agent desire to enter into this Agreement to set forth the terms and conditions pursuant to which
Escrow Agent shall hold, disburse and return any balance of the Holdback Funds.


 


AGREEMENT


 


NOW, THEREFORE, for good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:


 




    	Ex. J



    	 



    

 


1.          Holdback
Funds. Simultaneously herewith, Seller has deposited in escrow (the “Escrow”) with Escrow Agent the sum
of Two Hundred Ninety-Three Thousand Dollars ($293,000) (the “Holdback Funds”), and same shall be held in an
interest-bearing escrow account and disbursed in accordance with the terms of this Agreement. All interest and other earnings on
the Holdback Funds shall remain the sole property of Seller and shall be paid out of Escrow to Seller as and when earned. Escrow
Agent hereby agrees to hold, invest and disburse the Holdback Funds strictly in accordance with the terms and conditions of this
Agreement.


 


2.          Purchaser
Obligations. Purchaser shall use commercially reasonable efforts to obtain (a) the Approval and (b) the Tenant’s signature
on the Anytime Lease, and shall keep Seller apprised of Purchaser’s efforts, including providing copies of correspondence
between Purchaser and the Grocery Tenant and the Tenant.


 


3.          Holdback
Funds as Monthly Rent Payments. Commencing on the first (1st) day of the first calendar month after the Closing
Date and continuing on the first (1st) day of each subsequent month thereafter until the Holdback Release Condition
has been satisfied, Purchaser shall provide written notice to Seller and the Escrow Agent informing them of the status of the efforts
to satisfy the Holdback Release Condition. If such written notice states that the Holdback Release Condition has not then been
satisfied, then the Escrow Agent shall pay to Purchaser within two (2) business days of receipt of such written notice the amount
of Six Thousand Nine Hundred Sixty-One and 50/100 Dollars ($6,961.50) from the Holdback Funds, same being paid in lieu of payment
of monthly base and additional rental payments that would otherwise be paid under the Anytime Lease. Upon receipt of notice from
Purchaser of the satisfaction of the Holdback Release Condition, the Escrow Agent shall release an additional One Hundred Twenty-Six
Thousand and No/100 Dollars ($126,000) from the Holdback Funds to Purchaser as payment for tenant improvements under the Anytime
Lease, less any amounts (pro rated on a day for day basis) of the monthly rent that was paid to Purchaser for the month in which
such additional release to Purchaser occurred.


 


4.          Disbursement
of Holdback Funds to Seller. Upon satisfaction of the Holdback Release Condition, and after payment of amounts set forth in
Section 3, all remaining Holdback Funds shall be disbursed to Seller. If the requirements set forth in this Section 4 are satisfied,
the payment under this Section 4 shall not require prior permission from Purchaser.


 


5.          Escrow
Fees. All fees, costs and expenses of the Escrow Agent with respect to the Escrow (the “Escrow Fees”) shall
be paid equally by Seller and Purchaser. All such Escrow Fees shall be due and payable upon the disbursement of the Holdback Funds.


 


6.          Compliance
with Court Orders. Seller and Purchaser hereby acknowledge that Escrow Agent may accept, obey and comply with any and all writs,
orders, judgments or decrees issued or entered by any court with or without jurisdiction (a “Court Order”),
in which case, notwithstanding anything to the contrary in this Agreement, Escrow Agent shall not be liable to Seller or Purchaser
by reason of such acceptance, obedience or compliance, regardless of whether such Court Order is subsequently reversed, modified,
annulled, set aside or vacated.


 




    	Ex. J



    	 



    

 


7.          Release
and Indemnification. Seller and Purchaser hereby release Escrow Agent and its officers, managers, employees and agents (each,
an “Escrow Agent Party”), for any liability, damage, loss, cost or expense incurred by Seller or Purchaser to
the extent resulting from (a) any action taken or not taken in good faith upon advice of Escrow Agent’s counsel given with
respect to any questions relating to its obligations under this Agreement, or (b) any action taken or not taken in reliance upon
any document, including any written notice provided to Escrow Agent pursuant to this Agreement, as to the due execution and the
validity and effectiveness of such document, and the truth and accuracy of any information contained therein, which such Escrow
Agent Party in good faith believes to be genuine, to have been signed or presented by a duly authorized person or persons and to
comply with the terms of the Purchase Agreement and this Agreement, except to the extent resulting from the gross negligence, willful
default, intentional misconduct or breach of trust by such Escrow Agent Party. Seller and Purchaser, jointly, and not jointly and
severally, shall indemnify and hold harmless any Escrow Agent Party against any liability, damage, loss, cost or expense, including,
without limitation, reasonable attorneys’ fees and court costs, incurred by such Escrow Agent Party to the extent resulting
from the performance by any Escrow Agent Party of Escrow Agent’s obligations under this Agreement, except to the extent resulting
from the gross negligence, willful default, intentional misconduct or breach of trust by such Escrow Agent Party.


 


8.          Relationship
of Parties. Seller and Purchaser acknowledge and agree that Escrow Agent is acting solely as a stakeholder at their request,
and that Escrow Agent shall not be deemed to be the agent of either Seller or Purchaser.


 


9.          Successors
and Assigns. This Agreement and the terms and provisions hereof shall inure to the benefit of and be binding upon the parties
hereto and their respective heirs, executors, personal representatives, successors and assigns.


 


10.         Attorneys’
Fees. If any party hereto fails to perform any of its obligations under this Agreement or if any dispute arises between the
parties hereto concerning the meaning or interpretation of any provision of this Agreement, then the defaulting party or parties
or the party or parties not prevailing in such dispute, as the case may be, shall pay any and all costs and expenses incurred by
the other party or parties on account of such default and/or in enforcing or establishing its rights hereunder, including, without
limitation, court costs and reasonable attorneys' fees and disbursements.


 


11.         Governing
Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida.


 


12.         Counterparts.
This Agreement may be signed in counterparts and all counterparts so executed shall constitute one contract, binding on all parties
hereto, even though all parties are not signatory to the same counterpart. The parties contemplate that they may be executing counterparts
of the Agreement transmitted by facsimile and agree and intend that a signature by facsimile machine shall bind the party so signing
with the same effect as though the signature were an original signature.


 


[Signature page follows.]


 




    	Ex. J



    	 



    

 


IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the date first above written.


 


	 	SELLER:
	 	 
	 	MEPT Towne Centre Wesley Chapel LLC, a
	 	Delaware limited liability company
	 	 
	 	By:	MEPT Edgemoor REIT LLC, a Delaware limited liability company, its Manager
	 	 	 
	 	 	By:	NewTower Management LLC, a Delaware limited liability company, its Manager
	 	 	 	 
	 	 	 	By:	NewTower Trust Company, a Maryland State trust company, its Sole Member
	 	 	 	 	 
	 	 	 	 	Exhibit Only. Do Not Execute
	 	 	 	 	By:	 
	 	 	 	 	Name:	 
	 	 	 	 	Title:	 


 


	 	PURCHASER:
	 	 
	 	WESLEY CHAPEL STATION LLC, a Delaware
	 	limited liability company
	 	 
	 	Exhibit Only. Do Not Execute
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 
	 	ESCROW AGENT:
	 	 
	 	CHICAGO TITLE INSURANCE COMPANY
	 	 
	 	Exhibit Only. Do Not Execute
	 	By:	 
	 	Name:	 
	 	Title:	 






  




    	Ex. J