Exhibit 10.2


 


 





 


STANDARD OFFER, AGREEMENT AND ESCROW



INSTRUCTIONS FOR PURCHASE OF REAL ESTATE


(Non-Residential)


AIR Commercial Real Estate Association


 


	 	March 26, 2014
	 	(Date for Reference Purposes)


 


		1.	Buyer.



 


1.1   Selective
Real Estate Investments, or Assignee, (“Buyer”) hereby offers to purchase the real property, hereinafter
described, from the owner thereof (“Seller”) (collectively the “Parties” or
individually, a “Party”) through an escrow (“Escrow”) to close 35 days after the waiver
or expiration of the Buyer’s Contingencies, (“Expected Closing Data”) to be held by First American
Title (“Escrow Holder”) whose address is 2500 Paseo Verde Pkwy., Suite 120, Henderson, NV 89074 (Mr. Gregg
Corlyn), Phone No. (702) 731-4131, Facsimile No. (866) 387-4704 upon the terms and conditions set forth in this
agreement (“Agreement”). Buyer shall have the right to assign Buyer’s rights hereunder but any such
assignment shall not relieve Buyer of Buyer’s obligations herein unless Seller expressly releases Buyer.


 


1.2   The
term “Date of Agreement” as used herein shall be the date when by execution and delivery (as defined in paragraph
20.2) of this document or a subsequent counteroffer thereto. Buyer and Seller have reached agreement in writing whereby Seller
agrees to sell, and Buyer agrees to purchase the Property upon terms accepted by both Parties.


 


		2.	Property.



 


2.1   The
real property (“Property”) that is the subject of this offer consists of (insert a brief Physical
description) An approximate 27,360 square foot commercial building situated on an approximate 151,589 square foot parcel, is
located in the City of Sylmar, County of Los Angeles, State of California. Is commonly known by the street address of 12458
Gladstone Avenue and is legally described as: To be provided through escrow (APN: 2525-019-058).


 


2.2   If
the legal description of the Property is not complete or is inaccurate, this Agreement shall not be invalid and the legal description
shall be completed or corrected to meet the requirements of First American Title (“Title Company”), which shall
issue the title policy hereinafter described.


 


2.3   The
Property includes, at no additional cost to Buyer, the permanent improvements thereon, including those items which pursuant to
applicable law are a part of the property, as well as the following items, if any, owned by Seller and at present located on the
Property; electrical distribution systems (power panel, bus ducting, conducts, disconnects, lighting fixtures); telephone distribution
systems (lines, jacks and connections only), space heaters, heating, ventisting, air conditioning equipment (“HVAC”):
air lines; fire sprinkler systems; security and fire detection systems; carpets; window coverings; wall coverings; and _______________________________________________________________________


 


 






 


 



 


 






 


(collectively. the
“Improvements”).


 


2.4   The fire sprinkler monitor  ̈
is owned by Seller and included in the Purchase Price,  ̈ is leased by Seller
and Buyer will need to negotiate a new lease with the fire monitoring company,  ̈
ownership will be determined during Escrow, or  ̈ there is no fire sprinkler monitor.


 


2.5   Except
as provided in Paragraph 2.3, the Purchase Price does not include Seller’s personal property, furniture
and furnishings, and _______________________________________________________________________________________________________________________________ all of
which shall be removed by Seller prior to Closing.


 


		3.	Purchase Price.



 


3.1   The
purchase price (“Purchase Price”) to be paid by Buyer to Seller for the Property shall be $3,675,000.00, payable
as follows:


 


	 	(a)	Cash down payment, including the Deposit as defined
    in paragraph 4.3 (or if an all cash transaction, the Purchase Price):                                                            $3,675,000.00


 


	 	Total Purchase Price:	$3,675,000.00


 





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3.2   If
Buyer is taking title to the Property subject to, or assuming, an Existing Deed of Trust and such deed of trust permits the
beneficiary to demand payment of fees including, but not limited to, points, processing fees, and appraisal fees as a
condition to the transfer of the Property, Buyer agrees to pay such fees up to a maximum of 1.5% of the unpaid principal
balance of the applicable Existing Note.


 


		4.	Deposits.



 


4.1
 ̈ Buyer has delivered to Broker a check in the sum of $___________, payable to
Escrow Holder, to be delivered by Broker to Escrow Holder, or þ within 2 or
___ business days after both Parties have executed this Agreement and the executed Agreement has been delivered to Escrow Holder
or within 2 or _____ business days after both Parties have executed this Agreement and the executed Agreement has been delivered
to Escrow Holder Buyer shall deliver to Escrow Holder a check in the sum of $150,000.00. If said check is not received by Escrow
Holder within said time period then Seller may elect to unilaterally terminate this transaction by giving written notice of such
election to Escrow Holder whereupon neither Party shall have any further liability to the other under this Agreement. Should Buyer
and Seller not enter into an agreement for purchase and sale, Buyer’s check or funds shall upon request by Buyer, be promptly
returned to Buyer.


 


		4.2	Additional
                                         deposits.



 


(a)  Within
5 business days after the Date of Agreement, Buyer shall deposit with Escrow Holder the additional sum of $_____________, to
be applied to the Purchase Price at the Closing.


 


(b)  Within
5 business days after the contingencies discussed in paragraph 9.1 (a) through (k) are approved or waived. Buyer shall deposit
with Escrow Holder the additional sum of $_____________ be applied to the Purchase Price at the Closing.


 


4.3   Escrow
Holder shall deposit the funds deposited with it by Buyer pursuant to paragraphs 4.1 and 4.2 (collectively the
“Deposit”). In a State or Federally chartered bank in an interest bearing account whose term is
appropriate and consistent with the timing requirements of this transaction. The interest therefrom shall accrue to the
benefit of Buyer, who hereby acknowledges that there may be penalties or interest forfeitures if the applicable instrument is
redeemed prior to its specified maturity. Buyer’s Federal Tax identification Number is ______________. NOTE: Such
interest bearing account cannot be opened until Buyer’s Federal Tax Identification Number is provided.


 


4.4   Notwithstanding
the foregoing, within 5 days after Escrow Holder receives the monies described in paragraph 4.1 above. Escrow Holder
shall release $100 of said monies to Seller as and for independent consideration for Seller’s execution of this
Agreement and the granting of the contingency period to Buyer as herein provided. Such independent consideration is
non-refundable to Buyer but shall be credited to the Purchase Price in the event that the purchase of the Property is
completed.


 


		7.	Real Estate
                                         Brokers.



 


7.1 The following real estate broker(s)
(“Brokers”) and brokerage relationships exist in this transaction and are consented to by the Parties (check
the applicable boxes):


 





	 ̈	 	   represents Seller exclusively
    (“Seller’s Broker”);
	 	 	 
	 ̈	 	   represents Buyer exclusively (“Buyer’s
    Broker”); or
	 	 	 
	þ	Colliers International Greater
    Los Angeles, Inc.	   represents both Seller and Buyer (“Dual
    Agency”).




 


The Parties acknowledge that Brokers
are the procuring cause of this Agreement. See paragraph 24 regarding the nature of a real estate agency relationship. Buyer
shall use the services of Buyer’s Broker exclusively in connection with any and all negotiations and offers with respect
to the  Property for a period of 1 year from the date inserted for reference purposes at the top of page 1.


 


7.2   Buyer
and Seller each represent and warrant to the other that he/she/it has had no dealings with any person firm, broker or finder
in connection with the negotiation of this Agreement and/or the consummation of  the purchase and sale contemplated herein,
other than the Brokers named in paragraph 7.1. and no broker or other person, firm or entity, other than said Brokers is/are
entitled to any commission or finder’s fee in connection with this transaction as the result of any dealings or acts
of such Party. Buyer and Seller do each hereby agree to indemnify, defend, protect and hold the other harmless from and
against any costs, expenses or liability for compensation, commission or charges which may be claimed by any broker, finder or
other similar party, other than said named Brokers by reason of any dealings or act of the Indemnifying Party.


 


		8.	Escrow and Closing.



 


8.1   Upon
acceptance hereof by Seller, this Agreement including any counteroffers incorporated herein by the Parties, shall constitute not
only the agreement of purchase and sale between Buyer and Seller, but also instructions to Escrow Holder for the consummation of
the Agreement through the Escrow. Escrow Holder shall not prepare any further escrow instructions restating or amending the Agreement
unless specifically so instructed by the Parties or a Broker herein. Subject to the reasonable approval of the Parties, Escrow
Holder may, however, include its standard general escrow provisions.


 





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8.2 As soon as practical after the receipt
of this Agreement and any relevant counteroffers. Escrow Holder shall ascertain the Date of Agreement as defined in paragraphs
1.2 and 20.2 and advise the Parties and Brokers, in writing, of the date ascertained.


 


8.3 Escrow
Holder is hereby authorized and instructed to conduct the Escrow in accordance with this Agreement, applicable law and custom
and practice of the community in which Escrow Holder is located, including any reporting requirements of the Internal Revenue
Code. In the event of a conflict between the law of  the state where the Property is located and the law of the state where
the Escrow Holder is located, the law of the state where the Property is located shall prevail.


 


8.4 Subject to satisfaction of the contingencies
herein described. Escrow Holder shall close this escrow (the “Closing”) by recording a general warranty deed
(a grant deed in California) and the other documents required to be recorded, and by disbursing the funds and documents in accordance
with this Agreement.


 


8.5 Buyer and Seller shall each pay one-half
of the Escrow Holder’s charges and Seller shall pay the usual recording fees and any required documentary transfer taxes.
Seller shall pay the premium for a standard coverage owner’s or joint protection policy of title insurance. (See also paragraph
11).


 


8.6 Escrow Holder shall verify that all
of Buyer’s contingencies have been satisfied or waived prior to Closing. The matters contained in paragraphs 9.1 subparagraphs
(b), (c), (d), (e), (g), (i), (n), and (o), 9.4, 9.5, 12, 13, 14, 16, 18, 20, 21, 22 and 24 are, however, matters of agreement between
the Parties only and are not instructions to Escrow Holder.


 


8.7 If this
transaction is terminated for non-satisfaction and non-waiver of a Buyer’s Contingency, as defined in paragraph  9.2,
then neither of the Parties shall thereafter have any liability to the other under this Agreement, except to the extent of a
breach of any affirmative covenant or warranty in this Agreement. In the event of such termination, Buyer shall be promptly
refunded all funds deposited by Buyer with Escrow Holder, less only the $100 provided for in paragraph 4.4 and the Title
Company and Escrow Holder cancellation fees and costs, all of which shall be Buyer’s obligation. If this transaction is
terminated as a result of Seller’s breach of this Agreement then Seller shall pay the Title Company and Escrow Holder
cancellation fees and costs.


 


8.8 The Closing shall occur on the Expected
Closing Date, or as soon thereafter as the Escrow is in condition for Closing; provided, however, that if the Closing does not occur
by the Expected Closing Date and said Date is not extended by mutual instructions of the Parties, a Party not then in default under
this Agreement may notify the other Party, Escrow Holder, and Brokers, in writing that, unless the Closing occurs within 5 business
days following said notice, the Escrow shall be deemed terminated without further notice or instructions.


 


8.9 Except as otherwise
provided herein, the termination of Escrow shall not relieve or release either Party from any obligation to pay Escrow Holder’s
fees and costs or constitute a waiver, release or discharge of any breach or default that has occurred in the performance of the
obligations, agreements, covenants or warranties contained therein.


 


8.10 If this
sale of the Property is not consummated for any reason other than Seller’s breach or default, then at Seller’s
request, and as a condition to any obligation to return Buyer’s deposit (see paragraph 21), Buyer shall within 5 days
after written request deliver to Seller, at no charge, copies of all surveys, engineering studies, soil reports, maps, master
plans, feasibility studies and other similar items prepared by or for Buyer that pertain to the Property. Provided, however,
that Buyer shall not be required to deliver any such report if the written contract which Buyer entered into with the
consultant who prepared such report specifically forbids the dissemination of the report to others.


 


		9.	Contingencies to Closing.



 


9.1 The Closing
of this transaction is contingent upon the satisfaction or waiver of the following contingencies. IF BUYER FAILS TO NOTIFY
ESCROW HOLDER. IN WRITING, OF THE DISAPPROVAL OF ANY OF SAID CONTINGENCIES WITHIN THE TIME SPECIFIED THEREIN, IT SHALL BE
CONCLUSIVELY PRESUMED THAT BUYER HAS APPROVED SUCH ITEM, MATTER OR DOCUMENT. Buyer’s conditional approval shall
constitute disapproval, unless provision is made by the Seller within the time specified therefore by the Buyer in such
conditional approval or by this Agreement, whichever is later, for the satisfaction of the condition imposed by the Buyer.
Escrow Holder shall promptly provide all Parties with copies of any written disapproval or conditional approval which it
receives. With regard to subparagraphs (a) through (m) the pre-printed time periods shall control unless a different number
of days is inserted in the spaces provided.


 


(a) Disclosure. Seller shall make
to Buyer, through Escrow, all of the applicable disclosures required by law (See AIR Commercial Real Estate Association (“AIR”)
standard form entitled “Seller’s Mandatory Disclosure Statement”) and provide Buyer with a completed Property
Information Sheet (“Property Information Sheet”) concerning the Property duly executed by or on behalf of Seller in
the current form or equivalent to that published by the AIR within 10 or ___ days following the Date of Agreement. Buyer has 10 days
from the receipt of said disclosures to approve or disapprove the matters disclosed.


 


(b) Physical Inspection.
Buyer has 35 days from the receipt of the Property Information Sheet or the Date of Agreement, whichever is later, to satisfy
itself with regard to the physical aspects and  size of the Property.


 


(c) Hazardous
Substance Conditions Report. Buyer has 35 days from the receipt of the Property Information Sheet or the Date of
Agreement, whichever is later, to satisfy itself  with regard to the environmental aspects of the Property. Seller recommends
that Buyer obtain a Hazardous Substance Conditions Report concerning the Property and relevant adjoining properties. Any such
report shall be paid for by Buyer. A “Hazardous Substance” for purposes of this Agreement is defined as any
substance whose nature and/or quantity of existence, use, manufacture, disposal or effect, render it subject to Federal,
state or local regulation, investigation, remediation or removal as potentially injurious to public health or welfare. A
“Hazardous Substance Condition” for purposes of this Agreement is defined as the existence on, under or
relavantly adjacent to the Property of a  Hazardous Substance that would require remediation and/or removal under applicable
Federal, state or local law.


 


(d) Soil Inspection. Buyer has 35
days from the receipt of the Property Information Sheet or the Date of Agreement, whichever is later, to satisfy itself with regard
to the condition of the soils on the Property. Seller recommends that Buyer obtain a soil test report. Any such report shall be
paid for by Buyer Seller shall provide Buyer copies of any soils report that Seller may have within 10 days of the Date of Agreement.


 


(e) Governmental
Approvals. Buyer has 35 days from the Date of Agreement to satisfy itself with regard to approvals and permits from
governmental agencies or departments which have or may have jurisdiction over the Property and which Buyer deems necessary or
desirable in connection with its intended use of the Property, including, but not limited to, permits and approvals required
with respect to zoning, planning, building and safety, fire, police, handicapped and Americans with Disabilities Act
requirements, transportation and environmental matters.


 


(f) Conditions of
Title. Escrow Holder shall cause a current commitment for title insurance (“Title Commitment”) concerning the
Property issued by the Title Company, as well as legible copies of all documents referred to in the Title Commitment
(“Underlying Documents”), and a scaled and dimensioned plot showing the location of any easements to be delivered
to Buyer within 10 or ______ days following the Date of Agreement. Buyer has 10 days from the receipt of the Title Commitment, the
Underlying Documents and the plot plan to satisfy itself with regard to the condition of title. The disapproval by Buyer of
any monetary encumbrance, which by the terms of this Agreement is not to remain against the Property after the Closing, shall
not be considered a failure of this contingency, as Seller shall have the obligation, at Seller’s expense, to satisfy
and remove such disapproved monetary encumbrance at or before the Closing.


 


(g) Survey. Buyer has 35 days from
the receipt of the Title Commitment and Underlying Documents to satisfy itself with regard to any ALTA title supplement based upon
a survey prepared to American Land Title Association (“ALTA”) standards for an owner’s policy by a licensed surveyor,
showing the legal description and boundary lines of the Property, any easements of record, and any improvements, poles, structures
and things located within 10 feet of either side of the Property boundary lines. Any such survey shall be prepared at Buyer’s
direction and expense. If Buyer has obtained a survey and approved the ALTA title supplement. Buyer may elect within the period
allowed for Buyer’s approval of a survey to have an ALTA extended coverage owner’s form of title policy, in which event
Buyer shall pay any additional premium attributable thereto.


 


(h) Existing Leases and Tenancy Statements.
Seller shall within 10 or _____ days of the Date of Agreement provide both Buyer and Escrow Holder with legible copies of all leases,
subleases or rental arrangements (collectively, “Existing Leases”) affecting the Property, and 30 days with a tenancy
statement (“Estoppel Certificate”) in the latest form or equivalent to that published by the AIR, executed by each tenant
and subtenant of the Property. Seller shall have each tenant complete and execute an Estoppel Certificate. Buyer has 10 days from
the receipt of said Existing Leases and Estoppel Certificates to satisfy itself with regard to the Existing Leases and any other
tenancy issues.


 


(i) Owner’s Association. Seller
shall within 10 or _____ days of the Date of Agreement provide Buyer with a statement and transfer package from any owner’s
association servicing the Property. Such transfer package shall at a minimum include copies of the association’s bylaws, articles
of incorporation, current budget and financial statement. Buyer has 10 days from the receipt of such documents to satisfy itself
with regard to the association.


 


(j) Other Agreements. Seller shall
within 10 or _____ days of the Date of Agreement provide Buyer with legible copies of all other agreements (“Other Agreements”)
known to Seller that will affect the Property after Closing. Buyer has 10 days from the receipt of said Other Agreements to satisfy
itself with regard to such Agreements.


 


(k) Financing. If paragraph 5 hereof
dealing with a financing contingency has not been stricken, the satisfaction or waiver of such New Loan contingency.


 


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(l) Existing
Notes. If paragraph 3.1(c) has not been stricken, Seller shall within 10 or ___ days of the Date of Agreement provide
Buyer with legible copies of the Existing Notes, Existing Deeds of Trust and related agreements (collectively, “Loan
Documents”) to which the Property will remain subject after the Closing. Escrow Holder shall promptly request from the
holders of the Existing Notes a beneficiary statement (“Beneficiary Statement”) confirming: (1) the amount of the
unpaid principal balance, the current interest rate, and the date to which interest is paid, and (2) the nature and amount of
any impounds held by the beneficiary in connection with such loan. Buyer has 10 or ______ days from the receipt of the Loan
Documents and Beneficiary Statements to satisfy itself with regard to such financing. Buyer’s obligation to close is
conditioned upon Buyer being able to purchase the Property without acceleration or change in the terms of any Existing Notes
or charges to Buyer except as otherwise provided in this Agreement or approved by Buyer, provided, however, Buyer shall pay
the transfer fee referred to in paragraph 3.2 hereof. Likewise if Seller is to carry back a Purchase Money Note then Seller
shall within 10 or ______ days of the Date of Agreement provide Buyer with a copy of the proposed Purchase Money Note and
Purchase Money Deed of Trust. Buyer has 10 or ______ days from the receipt of such documents to satisfy itself with regard to
the form and content thereof.


 


(m) Personal
Property. In the event that any personal property is included in the Purchase Price. Buyer has 10 or ___ days from the
Date of Agreement to satisfy itself with regard to the title condition of such personal property. Seller recommends that
Buyer obtain a UCC-1 report. Any such report shall be paid for by Buyer. Seller shall provide Buyer copies of any liens or
encumbrances affecting such personal property that it is aware of within 10 or ______ days of the Date of Agreement.


 


(n) Destruction,
Damage or Loss. There shall not have occurred prior to the Closing, a destruction of, or damage or loss to, the Property
or any portion thereof, from any cause whatsoever which would cost more than $10,000.00 to repair or cure. If the cost of
repair or cure is $10,000.00 or less, Seller shall repair or cure the loss prior to the Closing. Buyer shall have the option,
within 10 days after receipt of written notice of a loss costing more than $10,000.00 to repair or cure, to either terminate
this Agreement or to purchase the Property notwithstanding such loss, but without deduction or offset against the Purchase
Price. If the cost to repair or cure is more than $10,000.00 and Buyer does not elect to terminate this Agreement. Buyer
shall be entitled to any insurance proceeds applicable to such loss. Unless otherwise notified in writing. Escrow Holder
shall assume no such destruction, damage or loss has occurred prior to Closing.


 


(o) Material Change. Buyer shall
have 10 days following receipt of written notice of a Material Change within which to satisfy itself with regard to such change.
“Material Change” shall mean a substantial adverse change in the use, occupancy, tenants, title, or condition of the Property
that occurs after the date of this offer and prior to the Closing. Unless otherwise notified in writing. Escrow Holder shall assume
that no Material Change has occurred prior to the Closing.


 


(p) Seller Performance. The delivery
of all documents and the due performance by Seller of each and every undertaking and agreement to be performed by Seller under
this Agreement.


 


9.2 All of the contingencies specified
in subparagraphs (a) through (m) of paragraph 9.1 are for the benefit of, and may be waived by, Buyer, and may be elsewhere herein
referred to as “Buyer’s Contingencies.”


 


9.3 If any of
Buyer’s Contingencies or any other matter subject to Buyer’s approval is disapproved as provided for herein in a
timely manner (“Disapproved Item”), Seller shall have the right within 10 days following the receipt of notice of
Buyer’s disapproval to elect to cure such Disapproved Item prior to the   Expected Closing Date (“Seller’s
Election”). Seller’s failure to give to Buyer within such period, written notice of Seller’s commitment to
cure such Disapproved Item on or before the Expected Closing Date shall be conclusively presumed to be Seller’s
Election not to cure such Disapproved Item. If Seller elects, either by written notice of failure to give written notice, not
to cure a Disapproved Item. Buyer shall have the right, within 10 days after Seller’s Election to either accept title to
the Property subject to such Disapproved Item, or to terminate this Agreement. Buyer’s failure to notify Seller in
writing of Buyer’s election to accept title to the Property subject to the Disapproved Item without deduction or offset
shall constitute Buyer’s election to terminate this Agreement. Unless expressly provided otherwise herein.
Seller’s right to cure shall not apply to the remediation of Hazardous Substance Conditions or to the Financing
Contingency. Unless the Parties mutually instruct otherwise, if the time periods for the satisfaction of contingencies or for
Seller’s and Buyer’s elections would expire on a date after the Expected Closing Date, the Expected Closing
Date shall be deemed extended for 3 business days following the  expiration of: (a) the applicable contingency period(s), (b)
the period within which the Seller may elect to cure the Disapproved Item, or (c) if Seller elects not to cure, the period
within which Buyer may elect to proceed with this transaction, whichever is later.


 


9.4 Buyer understands and agrees that until
such time as all Buyer’s Contingencies have been satisfied or waived. Seller and/or its agents may solicit, entertain and/or
accept back-up offers to purchase the Property.


 


9.5 The Parties acknowledge that extensive
local, state and Federal legislation establish broad liability upon owners and/or users of real property for the investigation
and remediation of Hazardous Substances. The determination of the existence of a Hazardous Substance Condition and the evaluation
of the impact of such a condition are highly technical and beyond the expertise of Brokers. The Parties acknowledge that they have
been advised by Brokers to consult their own technical and legal experts with respect to the possible presence of Hazardous Substances
on the Property or adjoining properties, and Buyer and Seller are not relying upon any investigation by or statement of Brokers
with respect thereto. The Parties hereby assume all responsibility for the impact of such Hazardous Substances upon their respective
interests herein.


 


		10.	Documents Requited at or Before Closing:



 


10.1 Five days prior to the Closing data
Escrow Holder shall obtain an updated Title Commitment concerning the Property from the Title Company and provide copies thereof
to each of the Parties.


 


10.2 Seller shall deliver to Escrow Holder
in time for delivery to Buyer at the Closing:


 


(a) Grant or general warranty deed, duly
executed and in recordable form, conveying fee title to the Property to Buyer.


 


(b) If applicable the Beneficiary Statements
concerning Existing Note(s).


 


(c) If applicable, the Existing Leases and
Other Agreements together with duly executed assignments thereof by Seller and Buyer. The assignment of Existing Leases shall be
on the most recent Assignment and Assumption of Lessor’s Interest in Lease form published by the AIR or its equivalent.


 


(d) If applicable, Estoppel Certificates
executed by the tenant(s) of the Property.


 


(e) An affidavit
executed by Seller to the effect that Seller is not a “foreign person” within the meaning of Internal Revenue
Code Section 1445 or successor statutes. If Seller does not provide such affidavit in form reasonably satisfactory to Buyer
at least 3 business days prior to the Closing. Escrow Holder shall at the Closing deduct from Seller’s proceeds and
remit to the Internal Revenue Service such sum as is required by applicable Federal law with respect to purchases from
foreign sellers.


 


(f) If the Property
is located in California, an affidavit executed by Seller to the effect that Seller is not a “nonresident” within
the meaning of California Revenue and Tax Code Section 18662 or successor statutes. If Seller does not provide such affidavit
in form reasonably satisfactory to Buyer at least 3 business days prior to the Closing, Escrow Holder shall at the Closing deduct
from Seller’s proceeds and remit to the Franchise Tax Board such sum as is required by such statute.


 


(g) If applicable, a bill of sale, duly
executed, conveying title to any included personal property to Buyer.


 


(h) If the Seller is a corporation, a duly
executed corporate resolution authorizing the execution of this Agreement and the sale of the Property.


 


(i) A letter on Seller’s  letterhead informing
tenant(s) that Property has been sold and providing address and phone number of Buyer.


 


10.3 Buyer shall
deliver to Seller through Escrow:







 


(a) The cash
portion of the Purchase Price and such additional sums as are required of Buyer under this Agreement shall be deposited by
Buyer with Escrow Holder by federal funds wire transfer or any other method acceptable to Escrow Holder in immediately
collectable funds, no later than 2:00 P.M. on the business day prior to the Expected Closing Date provided, however, that
Buyer shall not be required to deposit such monies into Escrow if at the time set for the deposit of such monies Seller is in
default or has indicated that it will not perform any of its obligations hereunder. Instead, in such circumstances in order to
reserve its rights to proceed Buyer need only provide Escrow with evidence establishing that the required monies were
available.


 


(b) If a Purchase Money Note and Purchase
Money Deed of Trust are called for by this Agreement, the duly executed originals of those documents the Purchase Money Deed of
Trust being in recordable form, together with evidence of fire insurance on the improvements in the amount of the full replacement
cost naming Seller as a mortgage loss payee, and a real estate tax service contract (at Buyer’s expense), assuring Seller
of notice of the status of payment of real property taxes during the life of the Purchase Money Note.


 


(c) The Assignment and Assumption of Lessor’s
Interest in Lease form specified in paragraph 10.2(c) above, duly executed by Buyer.


 


(d) Assumptions duly executed by Buyer
of the obligations of Seller that accrue after Closing under any Other Agreements.


 


(e) If applicable, a written assumption
duly executed by Buyer of the loan documents with respect to Existing Notes.


 


(f) If the Buyer is a corporation, a duly
executed corporate resolution authorizing the execution of this Agreement and the purchase of the Property.


 


10.4 At Closing,
Escrow Holder shall cause to be issued to Buyer a standard coverage (or ALTA extended, if elected pursuant to 9.1(g))
owner’s form policy of title insurance effective as of the Closing, issued by the Title Company in the full amount of
the Purchase Price, insuring title to the Property vested in Buyer, subject only to the exceptions approved by Buyer. In the
event there is a Purchase Money Deed of Trust in this transaction, the policy of title insurance shall be a joint protection
policy insuring both Buyer and Seller.


  


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IMPORTANT: IN A PURCHASE OR EXCHANGE
OF REAL PROPERTY, IT MAY BE ADVISABLE TO OBTAIN TITLE INSURANCE IN CONNECTION PAGE 4 OF 8 WITH THE CLOSE OF ESCROW SINCE THERE
MAY BE PRIOR RECORDED LIENS AND ENCUMBRANCES WHICH AFFECT YOUR INTEREST IN THE PROPERTY BEING ACQUIRED A NEW POLICY OF TITLE INSURANCE
SHOULD BE OBTAINED IN ORDER TO ENSURE YOUR INTEREST IN THE PROPERTY THAT YOU ARE ACQUIRING.


 


		11.	Prorations and Adjustments.



 


11.1 Taxes.
Applicable real property taxes and special assessment bonds shall be prorated through Escrow as of the date of the
Closing, based upon the latest tax bill available. The Parties agree to prorate as of the Closing any taxes assessed against
the Property by supplemental bill levied by reason of events occurring prior to the Closing. Payment of the prorated amount
shall be made promptly in cash upon receipt of a copy of any supplemental bill.


 


11.2 Insurance.
WARNING: Any insurance which Seller may have maintained will terminate on the Closing. Buyer is advised to obtain appropriate
insurance to cover the Property.


 


11.3 Rentals, Interest and Expenses.
Scheduled rentals, interest on Existing Notes, utilities, and operating expenses shall be prorated as of the date of Closing. The
Parties agree to promptly adjust between themselves outside of Escrow any rents received after the Closing.


 


11.4 Security
Deposit. Security Deposits held by Seller shall be given to Buyer as a credit to the cash required of Buyer at the Closing.


 


11.5 Post Closing
Matters. Any item to be prorated that is not determined or determinable at the Closing shall be promptly adjusted by the
Parties by appropriate cash payment outside of the Escrow when the amount due is determined.


 


11.6 Variations in Existing Note Balances.
In the event that Buyer is purchasing the Property subject to an Existing Deed of Trust(s), and in the event that a Beneficiary
Statement as to the applicable Existing Note(s) discloses that the unpaid principal balance of such Existing Note(s) at the closing
will be more or less than the amount set forth in paragraph 3.1(c) hereof (“Existing Note Variation”) then the Purchase
Money Note(s) shall be reduced or increased by an amount equal to such Existing Note Variation. If there is to be no Purchase Money
Note, the cash required at the Closing per paragraph 3.1(a) shall be reduced or increased by the amount of such Existing Note Variation.


 


11.7 Variations in New Loan Balance.
In the event Buyer is obtaining a New Loan and the amount ultimately obtained exceeds the amount set forth in paragraph 5.1, then
the amount of the Purchase Money Note, if any, shall be reduced by the amount of such excess.


 


11.8 Owner’s Association Fees.
Escrow Holder shall: (i) bring Seller’s account with the association current and pay any delinquencies or transfer fees from
Seller’s proceeds, and (ii) pay any up front fees required by the association from Buyer’s funds.


 


		12.	Representations and Warranties of Seller and Disclaimers.



 


12.1 Seller’s warranties and representations
shall survive the Closing and delivery of the deed for a period of 12 months and any lawsuit or action based upon them must be
commenced within such time period. Seller’s warranties and representations are true, material and relied upon by Buyer and
Brokers in all respects. As used herein the term “Seller has no knowledge” means the current actual knowledge of Don
Wagner, with no duty to inquire or investigate. Seller hereby makes the following warranties and representations to Buyer and
Brokers:


 


(a) Authority of Seller. Seller
is the owner of the Property and/or has the full right, power and authority to sell, convey and transfer the Property to Buyer
as provided herein, and to perform Seller’s obligations hereunder.


 


(b) Maintenance During Escrow and Equipment
Condition At Closing. Except as otherwise provided in paragraph 9.1(n) hereof, Seller shall maintain the Property until the
Closing in its present condition, ordinary wear and tear excepted.


 


(c) Hazardous Substances/Storage Tanks.
Seller has no knowledge, except as otherwise disclosed to Buyer in writing, of the existence or prior existence on the Property
of any Hazardous Substance, nor of the existence or prior existence of any above or below ground storage tank.


 


(d) Compliance. Seller has no knowledge
of any aspect or condition of the Property which violates applicable laws, rules, regulations, codes or covenants conditions or
restrictions or of improvements or alterations made to the Property without a permit where one was required, or of any unfulfilled
order or directive of any applicable governmental agency or casualty insurance company requiring any investigation, remediation,
repair, maintenance or improvement be performed on the Property.


 


(e) Changes in
Agreements. Prior to the Closing, Seller will not violate or modify any Existing Lease or Other Agreement or create any new
leases or other agreements affecting the Property, without Buyer’s written approval, which approval will not be
unreasonably withheld.


 


(f) Possessory Rights. Seller has
no knowledge that anyone will, at the Closing, have any right to possession of the Property, except as disclosed by this Agreement
or otherwise in writing to Buyer.


 


(g) Mechanics’ Liens. Seller has
no knowledge of any unsatisfied mechanics’ or materialmens’ lien rights concerning the Property.


 


(h) Actions, Suits or Proceedings.
Seller has no knowledge of any actions, suits or proceedings pending or threatened before any commission, board, bureau, agency,
arbitrator court or tribunal that would affect the Property or the right to occupy or utilize same.


 


(i) Notice of Changes. Seller will
promptly notify Buyer and Brokers in writing of any Material Change (see paragraph 9.1(o)) affecting the Property that becomes
known to Seller prior to the Closing


 


(j) No Tenant Bankruptcy
Proceedings. Seller has no notice or knowledge that any tenant of the Property is the subject of a bankruptcy or insolvency
proceeding.


 


(k) No Seller Bankruptcy Proceedings.
Seller is not the subject of a bankruptcy, insolvency or probate proceeding.


 


(l) Personal Property. Seller has
no knowledge that anyone will, at the Closing, have any right to possession of any personal property included in the Purchase
Price nor knowledge of any liens or encumbrances affecting such personal property, except as disclosed by this Agreement or otherwise
in writing to Buyer.


 


12.2 Buyer hereby acknowledges that, except
as otherwise stated in this Agreement. Buyer is purchasing the Property in its existing condition and will, by the time called
for herein, make or have waived all inspections of the Property Buyer believes are necessary to protect its own interest in, and
its contemplated use of, the Property. The Parties acknowledge that, except as otherwise stated in this Agreement, no representations,
Inducements, promises, agreements, assurances, oral or written, concerning the Property, or any aspect of the occupational safety
and health laws, Hazardous Substance laws, or any other act, ordinance or law, have been made by either Party or Brokers, or relied
upon by either Party hereto.


 


12.3 In the event that Buyer learns that
a Seller representation or warranty might be untrue prior to the Closing, and Buyer elects to purchase the Property anyway then,
and in that event, Buyer waives any right that it may have to bring an action or proceeding against Seller or Brokers regarding
said representation or warranty.


 


12.4 Any environmental reports, soils reports,
surveys, and other similar documents which were prepared by third party consultants and provided to Buyer by Seller or Seller’s
representatives, have been delivered as an accommodation to Buyer and without any representation or warranty as to the sufficiency,
accuracy, completeness, and/or validity of said documents, all of which Buyer relies on at its own risk. Seller believes said documents
to be accurate, but Buyer is advised to retain appropriate consultants to review said documents and investigate the Property.


 


		13.	Possession.



 


Possession of the Property shall be given
to Buyer at the Closing subject to the rights of tenants under Existing Leases.


 


		14.	Buyer’s Entry.



 


At any time during the Escrow period,
Buyer, and its agents and representatives, shall have the right at reasonable times and subject to rights of tenants, to
enter upon the Property for the purpose of making inspections and tests specified in this Agreement. No destructive testing
shall be conducted, however, without Seller’s prior approval which shall not be unreasonably withheld. Following any such
entry or work, unless otherwise directed in writing by Seller. Buyer shall return the Property to the condition it was in
prior to such entry or work, including the recompaction or removal of any disrupted soil or material as Seller may reasonably
direct. All such inspections and tests and any other work conducted or materials furnished with respect to the Property by or
for Buyer shall be paid for by Buyer as and when due and Buyer shall indemnify, defend, protect and hold harmless Seller and
the Property of and from any and all claims, liabilities, losses, expenses (including reasonable attorneys’ fees),
damages, including those for injury to person or property, arising out of or relating to any such work or materials or the
acts or omissions of Buyer, its agents or employees in connection therewith.


 


		15.	Further Documents and Assurances.



 


The Parties shall each, diligently and
in good faith, undertake all actions and procedures reasonably required to place the Escrow in condition for Closing as and when
required by this Agreement. The Parties agree to provide all further information, and to execute and deliver all further documents,
reasonably required by Escrow Holder or the Title Company.


 


		16.	Attorneys’ Fees.



 


If any Party or Broker brings an
action or proceeding (including arbitration) involving the Property whether founded in tort, contract or equity, or to
declare rights hereunder, the Prevailing Party (as hereafter defined) in any such proceeding, action, or appeal thereon,
shall be entitled to reasonable attorneys fees. Such fees may be awarded in the same suit or recovered in a separate suit,
whether or not such action or proceeding is pursued to decision or judgment. The term “Prevailing Party” shall
include, without limitation, a Party or Broker who substantially obtains or defeats the relief sought, as the case may, be
whether by compromise, settlement, judgment, or the abandonment by the other Party or Broker of its claim or defense. The
attorneys’ fees award shall not be computed in accordance with any court fee schedule, but shall be such as to fully
reimburse all attorneys’ fees reasonably incurred.


 


		17.	Prior Agreements/Amendments.



 


17.1 This Agreement supersedes any and
all prior agreements between Seller and Buyer regarding the Property.


17.2 Amendments to this Agreement are effective
only if made in writing and executed by Buyer and Seller.


 


		18.	Broker’s Rights.



 


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18.2  Upon the Closing,
Brokers are authorized to publicize the facts of this transaction.


 


		19.	Notices.



 


19.1  Whenever any
Party, Escrow Holder or Brokers herein shall desire to give or serve any notice, demand, request, approval, disapproval or other
communication, each such communication shall be in writing and shall be delivered personally, by messenger or by mail, postage
prepaid, to the address set forth in this Agreement or by facsimile transmission.


 


19.2  Service
of any such communication shall be deemed made on the date of actual receipt if personally delivered. Any such communication sent
by regular mail shall be deemed given 48 hours after the same is mailed. Communications sent by United States Express Mail or
overnight courier that guarantee next day delivery shall be deemed delivered 24 hours after delivery of the same to the Postal
Service or courier. Communications transmitted by facsimile transmission shall be deemed delivered upon telephonic confirmation
of receipt (confirmation report from fax machine is sufficient), provided a copy is also delivered via delivery or mail. If such
communication is received on a Saturday, Sunday or legal holiday, it shall be deemed received on the next business day.


 


19.3  Any Party or
Broker hereto may from time to time, by notice in writing, designate a different address to which, or a different person or additional
persons to whom, all communications are thereafter to be made.


 


		20.	Duration of
                                         Offer.



 


20.1  If
this offer is not accepted by Seller on or before 5:00 P.M. according to the time standard applicable to the city of Los
Angeles on the date of March 28, 2014, it shall be deemed automatically revoked.


 


20.2  The
acceptance of this offer, or of any subsequent counteroffer hereto, that creates an agreement between the Parties as described
in paragraph 1.2, shall be deemed made upon delivery to the other Party or either Broker herein of a duly executed writing unconditionally
accepting the last outstanding offer or counteroffer.


 


		21.	LIQUIDATED
                                         DAMAGES. (This Liquidated Damages paragraph is applicable only if initialed by
                                         both Parties).






THE PARTIES AGREE THAT IT WOULD BE IMPRACTICABLE
OR EXTREMELY DIFFICULT TO FIX, PRIOR TO SIGNING THIS AGREEMENT, THE ACTUAL DAMAGES WHICH WOULD BE SUFFERED BY SELLER IF BUYER
FAILS TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT. THEREFORE, IF, AFTER THE SATISFACTION OR WAIVER OF ALL CONTINGENCIES PROVIDED
FOR THE BUYER’S BENEFIT, BUYER BREACHES THIS AGREEMENT, SELLER SHALL BE ENTITLED TO LIQUIDATED DAMAGES IN THE AMOUNT
OF $150,000.00, UPON PAYMENT OF SAID SUM TO SELLER, BUYER SHALL BE RELEASED FROM ANY FURTHER LIABILITY TO SELLER,
AND ANY ESCROW CANCELLATION FEES AND TITLE COMPANY CHARGES SHALL BE PAID BY SELLER.


 


	 	/s/ BAF	 	/s/ GC	 
	 	Buyer Initials	 	Seller Initials	 


 


		22.	ARBITRATION OF DISPUTES. (This
                                         Arbitration of Disputes paragraph is applicable only if initialed by both Parties.)



 


 22.1 ANY
CONTROVERSY AS TO WHETHER SELLER IS ENTITLED TO THE LIQUIDATED DAMAGES AND/OR BUYER IS ENTITLED TO THE RETURN OF DEPOSIT
MONEY, SHALL BE DETERMINED BY BINDING ARBITRATION BY, AND UNDER THE COMMERCIAL RULES OF THE AMERICAN ARBITRATION ASSOCIATION
(“COMMERCIAL RULES”). ARBITRATION HEARINGS SHALL BE HELD IN THE COUNTY WHERE THE PROPERTY IS LOCATED. ANY
SUCH CONTROVERSY SHALL BE ARBITRATED BY 3 ARBITRATORS WHO SHALL BE IMPARTIAL REAL ESTATE BROKERS WITH AT LEAST 5 YEARS OF
FULL TIME EXPERIENCE IN BOTH THE AREA WHERE THE PROPERTY IS LOCATED AND THE TYPE OF REAL ESTATE THAT IS THE SUBJECT OF THIS
AGREEMENT. THEY SHALL BE APPOINTED UNDER THE COMMERCIAL RULES. THE ARBITRATORS SHALL HEAR AND DETERMINE SAID CONTROVERSY IN
ACCORDANCE WITH APPLICABLE LAW, THE INTENTION OF THE PARTIES AS EXPRESSED IN THIS AGREEMENT AND ANY AMENDMENTS THERETO, AND
UPON THE EVIDENCE PRODUCED AT AN ARBITRATION HEARING. PRE-ARBITRATION DISCOVERY SHALL BE PERMITTED IN ACCORDANCE WITH THE
COMMERCIAL RULES OR STATE LAW APPLICABLE TO ARBITRATION PROCEEDINGS. THE AWARD SHALL BE EXECUTED BY AT LEAST 2 OF THE 3
ARBITRATORS, BE RENDERED WITHIN 30 DAYS AFTER THE CONCLUSION OF THE HEARING, AND MAY INCLUDE ATTORNEYS' FEES AND COSTS TO THE
PREVAILING PARTY PER PARAGRAPH 16 HEREOF. JUDGMENT MAY BE ENTERED ON THE AWARD IN ANY COURT OF COMPETENT JURISDICTION
NOTWITHSTANDING THE FAILURE OF A PARTY DULY NOTIFIED OF THE ARBITRATION HEARING TO APPEAR THEREAT.


 


22.2 BUYER'S RESORT
TO OR PARTICIPATION IN SUCH ARBITRATION PROCEEDINGS SHALL NOT BAR SUIT IN A COURT OF COMPETENT JURISDICTION BY THE BUYER FOR DAMAGES
AND/OR SPECIFIC PERFORMANCE UNLESS AND UNTIL THE ARBITRATION RESULTS IN AN AWARD TO THE SELLER OF LIQUIDATED DAMAGES, IN WHICH
EVENT SUCH AWARD SHALL ACT AS A BAR AGAINST ANY ACTION BY BUYER FOR DAMAGES AND/OR SPECIFIC PERFORMANCE.


 


22.3 NOTICE: BY
INITIALING IN THE SPACE BELOW YOU ARE AGREEING TO HAVE ANY DISPUTE ARISING OUT OF THE MATTERS INCLUDED IN THE “ARBITRATION
OF DISPUTES” PROVISION DECIDED BY NEUTRAL ARBITRATION AS PROVIDED BY CALIFORNIA LAW AND YOU ARE GIVING UP ANY RIGHTS YOU MIGHT
POSSESS TO HAVE THE DISPUTE LITIGATED IN A COURT OR JURY TRIAL. BY INITIALING IN THE SPACE BELOW YOU ARE GIVING UP YOUR JUDICIAL
RIGHTS TO DISCOVERY AND APPEAL, UNLESS SUCH RIGHTS ARE SPECIFICALLY INCLUDED IN THE “ARBITRATION OF DISPUTES” PROVISION,
IF YOU REFUSE TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION, YOU MAY BE COMPELLED TO ARBITRATE UNDER THE AUTHORITY
OF THE CALIFORNIA CODE OF CIVIL PROCEDURE. YOUR AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY.


 


WE HAVE READ AND UNDERSTAND THE FOREGOING
AND AGREE TO SUBMIT DISPUTES ARISING OUT OF THE MATTERS INCLUDED IN THE “ARBITRATION OF DISPUTES” PROVISION TO NEUTRAL
ARBITRATION.


 


	 	 	 	/s/ GC	 
	 	Buyer Initials	 	Seller Initials	 


 


		23.	Miscellaneous.



 


23.1 Binding
Effect.     This Agreement shall be binding on the Parties without regard to whether or not paragraphs 21 and 22 are
initialed by both of the Parties. Paragraphs 21 and 22 are each incorporated into this Agreement only if initialed by both
Parties at the time that the Agreement is executed.


 


23.2 Applicable Law.
  This Agreement shall be governed by, and paragraph 22.3 is amended to refer to, the laws of the state in which the
Property is located. Any litigation or arbitration between the Parties hereto concerning this Agreement shall be initiated in
the county in which the Property is located.


 


23.3 Time of Essence.
 Time is of the essence of this Agreement.


 


23.4
Counterparts.      This Agreement may be executed by Buyer and Seller in counterparts, each of which shall be deemed an original,
and all of which together shall constitute one and the same instrument. Escrow Holder, after verifying that the counterparts
are identical except for the signatures, is authorized and instructed to combine the signed signature pages on one of the
counterparts, which shall then constitute the Agreement.


 


23.5 Waiver of Jury
Trial. THE PARTIES HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING INVOLVING THE PROPERTY OR
ARISING OUT OF THIS AGREEMENT.


 





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23.6Conflict.              Any
conflict between the printed provisions of this Agreement and the typewritten or handwritten provisions shall be controlled by
the typewritten or handwritten provisions.


 


23.7 1031
Exchange.    Both Seller and Buyer agree to cooperate with each other in the event that either or both wish to participate in a
1031 exchange. Any party initiating an exchange shall bear all costs of such exchange.


 


23.8 Days.                     Unless
otherwise specifically indicated to the contrary, the word “days” as used in this Agreement shall mean and refer to calendar days.


 


		24.	Disclosures Regarding The Nature of a Real Estate Agency
Relationship.



 


24.1 The Parties
and Brokers agree that their relationship(s) shall be governed by the principles set forth in the applicable sections of the California
Civil Code, as summarized in paragraph 24.2.


 


24.2 When entering
into a discussion with a real estate agent regarding a real estate transaction, a Buyer or Seller should from the outset understand
what type of agency relationship or representation it has with the agent or agents in the transaction. Buyer and Seller acknowledge
being advised by the Brokers in this transaction, as follows:


 


(a) Seller's
Agent. A Seller’s agent under a listing agreement with the Seller acts as the agent for the Seller only. A Seller's
agent or subagent has the following affirmative obligations: (1) To the Seller: A fiduciary duty of utmost care,
integrity, honesty, and loyalty in dealings with the Seller. (2) To the Buyer and the Seller: a. Diligent
exercise of reasonable skills and care in performance of the agent’s duties. b. A duty of honest and fair dealing and
good faith. c. A duty to disclose all facts known to the agent materially affecting the value or desirability of the property
that are not known to, or within the diligent attention and observation of, the Parties. An agent is not obligated to reveal
to either Party any confidential information obtained from the other Party which does not involve the affirmative duties set
forth above.


 


(b) Buyer’s
Agent. A selling agent can, with a Buyer's consent, agree to act as a agent for the Buyer only. In these situations, the agent
is not the Seller's agent, even if by agreement the agent may receive compensation for services rendered, either in full or in
part from the Seller. An agent acting only for a Buyer has the following affirmative obligations. (1) To the Buyer: A fiduciary
duty of utmost care, integrity, honesty, and loyalty in dealings with the Buyer. (2) To the Buyer end the Seller: a. Diligent
exercise of reasonable skills and care in performance of the agent’s duties. b. A duty of honest and fair dealing and good faith.
c. A duty to disclose all facts known to the agent materially affecting the value or desirability of the property that are not
known to, or within the diligent attention and observation of, the Parties. An agent is not obligated to reveal to either Party
any confidential information obtained from the other Party which does not involve the affirmative duties set forth above.


 


(c) Agent Representing
Both Seller and Buyer. A real estate agent, either acting directly or through one or more associate licenses, can legally
be the agent of both the Seller and the Buyer in a transaction, but only with the knowledge and consent of both the Seller and
the Buyer. (1) In a dual agency situation, the agent has the following affirmative obligations to both the Seller and the Buyer:
a. A fiduciary duty of utmost care, integrity, honesty and loyalty in the dealings with either Seller or the Buyer. b. Other duties
to the Seller and the Buyer as stated above in their respective sections (a) or (b) of this paragraph 24.2. (2) In representing
both Seller and Buyer, the agent may not without the express permission of the respective Party, disclose to the other Party that
the Seller will accept a price less than the listing price or that the Buyer will pay a price greater than the price offered.
(3) The above duties of the agent in a real estate transaction do not relieve a Seller or Buyer from the responsibility to protect
their own interests. Buyer and Seller should carefully read all agreements to assure that they adequately express their understanding
of the transaction. A real estate agent is a person qualified to advise about real estate. If legal or tax advice is desired, consult
a competent professional.


 


(d) Further
Disclosures. Throughout this transaction Buyer and Seller may receive more than one disclosure, depending upon the number
of agents assisting in the transaction. Buyer and Seller should each read its contents each time it is presented, considering
the relationship between them and the real estate agent in this transaction and that disclosure. Brokers have no
responsibility with respect to any default or breach hereof by either Party. The Parties agree that no lawsuit or other legal
proceeding involving any breach of duty, error or omission relating to this transaction may be brought against Broker more
than one year after the Date of Agreement and that the liability (including court costs and attorneys' fees), of any Broker
with respect to any breach of duty, error or omission relating to this Agreement shall not exceed the fee received by such
Broker pursuant to this Agreement; provided, however, that the foregoing limitation on each Broker's liability shall not be
applicable to any gross negligence or willful misconduct of such Broker.


 


24.3 Confidential
Information: Buyer and Seller agree to identify to Brokers as "Confidential" any communication or information given
Brokers that is considered by such Party to be confidential.


 


25.   Construction of Agreement. In construing
this Agreement, all headings and titles are for the convenience of the Parties only and shall not be considered a part of this Agreement.
Whenever required by the context, the singular shall include the plural and vice versa. Unless otherwise specifically indicated
to the contrary, the word “days” as used in this Agreement shall mean and refer to calendar days. This Agreement shall
not be construed as if prepared by one of the Parties, but rather according to its fair meaning as a whole, as if both Parties had
prepared it.


 


		26.	Additional Provisions:



 


Additional provisions of this offer, if
any are as follows or are attached hereto by an addendum consisting of paragraphs 27 through 32 (If there are no additional provisions
write "NONE.")


 


	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 


 


	ATTENTION: NO REPRESENTATION
        OR RECOMMENDATION IS MADE BY THE AIR COMMERCIAL REAL ESTATE ASSOCIATION OR BY ANY BROKER AS TO THE LEGAL SUFFICIENCY,
        LEGAL EFFECT, OR TAX CONSEQUENCES OF THIS AGREEMENT OR THE TRANSACTION TO WHICH IT RELATES. THE PARTIES ARE URGED TO:

         

        1.           SEEK
        ADVICE OF COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES OF THIS AGREEMENT.

        2.           RETAIN
        APPROPRIATE CONSULTANTS TO REVIEW AND INVESTIGATE THE CONDITION OF THE PROPERTY. SAID INVESTIGATION SHOULD INCLUDE BUT
        NOT BE LIMITED TO: THE POSSIBLE PRESENCE OF HAZARDOUS SUBSTANCES, THE ZONING OF THE PROPERTY, THE INTEGRITY AND CONDITION
        OF ANY STRUCTURES AND OPERATING SYSTEMS, AND THE SUITABILITY OF THE PROPERTY FOR BUYER'S INTENDED USE.

         

        WARNING: IF THE PROPERTY IS
        LOCATED IN A STATE OTHER THAN CALIFORNIA, CERTAIN PROVISIONS OF THIS AGREEMENT MAY NEED TO BE REVISED TO COMPLY WITH THE
        LAWS OF THE STATE IN WHICH THE PROPERTY IS LOCATED.



 


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NOTE:


1.        THIS
FORM IS NOT FOR USE IN CONNECTION WITH THE SALE OF RESIDENTIAL PROPERTY.


2.        IF
EITHER PARTY IS A CORPORATION, IT IS RECOMMENDED THAT THIS AGREEMENT BE SIGNED BY TWO CORPORATE OFFICERS.


 


The undersigned Buyer offers and agrees
to buy the Property on the terms and conditions stated and acknowledges receipt of a copy hereof.


 


	BROKER:	 	BUYER:
	 	 	 
	Colliers
    International Greater Los Angeles, Inc.	 	Selective
    Real Estate Investments, or Assignee 
		 	
	 	 	 
	Attn:	Brent Weirick and Gian Starita	 	By:	/s/ Brian Fagan
	Title:	Executive V.P. and V.P.	 	Date:	3/26/14
	Address:	16830 Ventura Blvd., Ste. J	 	Name Printed:	Brian Fagan
		Encino. CA 91436	 	Title:	President
	Telephone:	(818) 905-5800	 	Telephone:	(818) 955-4 900 ext. 224
	Facsimile:	(818) 325-4000	 	Facsimile:	(818) 995-4911
	Email:	brent.weirick@colliers.com	 	Email:	bfagan@selectivere.com
	Federal ID No.	45 -  3717500	 	 
	 	 	 	By:.	 
	Broker/Agent DRE License #: 	CI-01908231 BW- 00954803	 	Date:	 
	GS-01864047	 	Name Printed:	 
	 	 	Title:	 
	 	 	Address:	15840 Ventura Blvd., Ste. 310
	 	 		Encino. CA 91436
	 	 	Telephone: (____) 	 
	 	 	Facsimile: (____)	 
	 	 	Email:	 
	 	 	Federal ID No.	 


 


		27.	Acceptance.



 


27.1 Seller accepts
the foregoing offer to purchase the Property and hereby agrees to sell the Property to Buyer on the terms and conditions therein
specified.


 


27.2 Seller acknowledges
that Brokers have been retained to locate a Buyer and are the procuring cause of the purchase and sale of the Property set forth
in this Agreement. In consideration of real estate brokerage service rendered by Brokers. Seller agrees to pay Brokers a real
estate Brokerage Fee pursuant to separate agreement, if, and only if, Closing occurs.


 


27.3 Seller acknowledges
receipt of a copy hereof and authorizes Brokers to deliver a signed copy to Buyer.


 


NOTE: A PROPERTY INFORMATION SHEET IS
REQUIRED TO BE DELIVERED TO BUYER BY SELLER UNDER THIS AGREEMENT.


 


	BROKER:	 	SELLER:
	 	 	 
	Colliers
    International Greater Los Angeles Inc.	 	EACO Corporation
		 	 
	 	 	 
	Attn:	Brent Weirick and Gian Starita	 	By:	/s/ Glen
    F. Ceiley
	Title:	Executive V.P. and V.P.	 	Date: 	 
	Address: 	16830 Ventura Blvd., Ste. J	 	Name Printed:	Glen F. Ceiley
		Encino, CA 91436	 	Title:	 
	Telephone:	(818) 905-5800	 	Telephone:	(714) 693 -2901 ext.
    3311
	Facsimile:	(818) 325-4000	 	Facsimile:	(714) 876 - 2420
	Email:	brent.weirick@colliers.com	 	Email:	 
	Federal ID No.:	45 - 3717500	 	 	 
	 	 	 	By:	 
	Broker/Agent DRE License #:  	CI-01908231 BW- 00954803	 	Date:	 
	GS-01964047	 	Name Printed:	 
	 	 	Title:	 
	 	 	Address: 	1500 N. Lakeview Ave.
	 	 		Anaheim, CA 92807
	 	 	Telephone: (____)	 
	 	 	Facsimile: (____)	 
	 	 	Email:	 
	 	 	Federal ID No.:	 


 


NOTICE: These forms are often modified
to meet changing requirements of law and industry needs. Always write or call to make sure you are utilizing the most current
form: AIR Commercial Real Estate Association, 500 N Brand Blvd, Suite 900, Glendale, CA 91203.


Telephone No. (213) 667-8777, Fax No.:
(213) 687-8616.


 


© Copyright 2003 By AIR Commercial
Real Estate Association.


 


All rights reserved.


No part of these works may be reproduced
in any form without permission in writing.


 


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ADDENDUM TO STANDARD OFFER, AGREEMENT
AND ESCROW INSTRUCTIONS FOR PURCHASE OF REAL PROPERTY DATED FOR REFERENCE PURPOSES ONLY, MARCH 26, 2014 BY AND BETWEEN: SELECTIVE
REAL ESTATE INVESTMENTS, OR ASSIGNEE AS BUYER AND EACO CORPORATION AS SELLER FOR PROPERTY 12458 GLADSTONE AVENUE, SYLMAR, CALIFORNIA.


 


Buyer and Seller hereby agree to amend
the terms and conditions of the above described lease as follows:


 


	27. AS-IS

    PROVISIONS:	 	“AS IS” SALE. EXCEPT FOR THE REPRESENTATIONS, WARRANTIES AND TERMS EXPRESSLY SET FORTH IN THIS AGREEMENT, BUYER AGREES THAT IT IS PURCHASING THE PROPERTY ON AN “AS IS” BASIS BASED ON ITS OWN INVESTIGATION OF THE PROPERTY, AND THAT SELLER HAS NOT MADE ANY REPRESENTATION, WARRANTY OR GUARANTY, EXPRESS OR IMPLIED, OTHER THAN AS SET FORTH IN THIS AGREEMENT. BUYER IS A SOPHISTICATED REAL ESTATE INVESTOR AND IS, OR WILL BE AS OF THE CLOSE OF ESCROW, FAMILIAR WITH THE PROPERTY AND ITS SUITABILITY FOR BUYER’S INTENDED USE.
	 	 	 
	28. RELEASE

    PROVISIONS:	 	Buyer hereby releases Seller from any and all liability in connection with any claims which Buyer may have against Seller, and Buyer hereby agrees that it will not assert any claims, for contribution, cost recovery, diminution in value or otherwise, against Seller relating directly or indirectly to the existence of Hazardous Materials or Hazardous Substances (as such terms are defined below) on, or environmental conditions of, the Property unless Seller was aware of such conditions intentionally not disclosed to Buyer, in which case this release shall not apply. In furtherance of this intention, Buyer hereby expressly waives any and all rights and benefits conferred upon it by the provisions of California Civil Code Section 1542, which provides as follows:
	 	 	 
	 	 	“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”


 


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	 	 	BUYER’S INITIALS


 


	 	 	Buyer acknowledges that the foregoing acknowledgments, releases and waivers including without limitation the waiver of the provisions of California Civil Code Section 1542 were expressly bargained for. As used herein, the term “Hazardous Materials” or “Hazardous Substances” mean:


 


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ADDENDUM TO STANDARD OFFER, AGREEMENT
AND ESCROW INSTRUCTIONS FOR PURCHASE OF REAL PROPERTY DATED FOR REFERENCE PURPOSES ONLY, MARCH 26, 2014 BY AND BETWEEN: SELECTIVE
REAL ESTATE INVESTMENTS, OR ASSIGNEE AS BUYER AND EACO CORPORATION AS SELLER FOR PROPERTY 12458 GLADSTONE AVENUE, SYLMAR, CALIFORNIA.


 


	 	 	hazardous wastes, hazardous substances, hazardous
    constituents, toxic substances or related materials, whether solids, liquids or gases, including, but not limited to
    substances defined as “hazardous wastes,” “hazardous substances,” “toxic substances,”
    “pollutants,” “contaminants,” “radioactive materials,” or other similar designations in,
    or otherwise subject to regulation under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42
    U.S.C. § 9601 et seq., as amended by the Superfund Amendments and Reauthorization Act of 1986. 42 U.S.C. §
    11001, et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Hazardous Materials Transportation Act,
    49 U.S.C. § 1802; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Clean Water Act, 33
    U.S.C. § 1251 et seq.; the Safe Drinking Water Act, 42 U.S.C. § 300(f) et seq.; the Clean Air Act, 42 U.S.C. §
    7401 et seq.; the Solid Waste Disposal Act, 42 U.S.C. § 3251 et seq.; Sections 25115, 25117, 25122.7, 25140, 25249.8,
    25281, 25316, 25501 and 25316 of the California Health and Safety Code; and Article 9 or Article 11 of Title 22 of the
    California Administrative Code, Division 4, Chapter 20; all as amended from time to time, and any similar state statutes; as
    the same may be amended from time to time; and in any permits, licenses, approvals, plans, rules, regulations or ordinance
    adopted, or other criteria and guidelines promulgated pursuant to the preceding laws or other similar federal, state or local
    laws, regulations, rules or ordinances now or hereafter in effect relating to environmental matters (collectively, the
    “Environmental Laws”); and any other substances, constituents or wastes subject to any applicable federal, state
    or local law, regulation or ordinance, including any Environmental Law now or hereafter in effect, including but not limited
    to petroleum, refined petroleum products, waste oil, waste aviation or motor vehicle fuel, and asbestos.


 


	29.  SELLER DEFAULT:	 	If Seller defaults in its obligations to sell and convey the Property to Buyer pursuant to this Agreement, Buyer’s sole and exclusive remedy shall be to elect one of the following: (a) to terminate this Agreement, in which event Buyer shall be entitled to the return by Escrow Holder to Buyer of the Deposit, or (b) to bring a suit for specific performance provided that any suit for specific performance must be brought as to the Property within ninety (90) days of Seller’s default, Buyer’s waiving the right to bring suit at any later date to the extent permitted by law. This Agreement confers no present right, title or interest in the Property to Buyer and Buyer agrees not to file a lis pendens or other similar notice against the Property except in connection with, and after, the proper filing of a suit for specific performance. In addition to Buyer’s remedies as set forth in (a) and (b) above and notwithstanding anything to the contrary in this Addendum or the preprinted portion of the Agreement to the contrary, Buyer shall have the right in the event of Seller’s default to file an action to recover Buyer’s actual due diligence and closing expenses and out of pocket costs in connection with Buyer’s due diligence inspection of the Property in an amount not to exceed, $35,000, exclusive of attorney’s fees and costs as determined by the court. Notwithstanding the foregoing, if the Seller takes any action to prevent the issuance of the remedy of specific performance and as result of such action by Seller the remedy of specific performance is not available to Buyer, provided Buyer is not in default of its obligations under this Agreement, Buyer shall be entitled to its remedy by seeking damages against Seller, in the amount not to exceed $1,000,000, exclusive of attorney fees and court costs as determined by the court, as well as the right to receive the return of the Deposit then held by Escrow Holder.
	 	 	 
	30. ASSIGNMENT:	 	Notwithstanding anything in Paragraph 1.1 to the contrary,
    Buyer shall not assign any of its rights, obligations or liabilities hereunder, except that Buyer may assign this Agreement
    or its rights, obligations or liabilities hereunder to an Assignee provided that such
    assignment does not have the effect of delaying the Closing in any respect and provided further that such assignment shall
    not relieve Buyer of any of its obligations under this Agreement.


 


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ADDENDUM
TO STANDARD OFFER, AGREEMENT AND ESCROW INSTRUCTIONS FOR PURCHASE OF REAL PROPERTY DATED FOR REFERENCE PURPOSES ONLY, MARCH 26,
2014 BY AND BETWEEN: SELECTIVE REAL ESTATE INVESTMENTS, OR ASSIGNEE AS BUYER AND EACO CORPORATION AS SELLER FOR PROPERTY 12458
GLADSTONE AVENUE, SYLMAR, CALIFORNIA. 



 


	31. CONCURRENT CLOSING:	Concurrent herewith, Buyer and Seller have entered into that certain Standard Offer, Agreement and Escrow Instructions for Purchase of Real Estate (the “12460 Purchase Agreement”) pursuant to which Seller has agreed to sell, and Buyer has agreed to purchase, certain improved real property having an address of 12460 Gladstone Avenue, Sylmar, California, which property is located adjacent to the Property. The closing under the 12460 Purchase Agreement must occur concurrently with the Closing under this Agreement. Buyer shall have no right to close under this Agreement without concurrently Closing under the 12460 Agreement. It shall be a condition precedent to Seller’s obligation to close under this Agreement that the 12460 Purchase Agreement be in full force and effect. As to section 32 in the 12460 Gladstone Addendum, the parties agree that the provisions such sections are for the benefit of both Buyer and Seller and that Seller is likewise obligated to sell both properties at the same time to Buyer and to close the transactions for the sale of both properties to Buyer at the same time. In this connection, Buyer shall have no obligation to purchase either of the two properties unless Seller is able to perform and sell both properties to Buyer at the same time at the Expected Closing Date. Any default by a party under this Agreement shall also constitute a default by such party under the 12460 Purchase Agreement.


 


	32. CONTINGENCIES:	 In addition to the rights of Buyer according to Section 9 of the Agreement, Buyer shall have thirty five (35) days upon the later of: 1) opening of escrow or 2) receipt from Seller of the property reports below stated below to conduct all investigations of the Subject Property (the “Contingency Period”). Seller shall provide Buyer the following property reports:


 


		•	Current leases (Originals to be provided at Close of Escrow)



		•	Seller’s Property Information Sheet



		•	Seller’s Mandatory Disclosure



		•	Last three years operating history on Property



		•	Copies of vendor contracts and all prior third party reports



		•	Any other property reports in Seller’s possession



 


	 	At least five days prior to the expiration of the Contingency Period, Seller shall provide Buyer original Tenant executed Estoppel Certificate. Buyer shall have three business days after receipt to approve or disapprove the Estoppel Certificate in its sole and absolute discretion.


 


CONSULT
YOUR ATTORNEY/ADVISORS - This document has been prepared for approval by your attorney. No representation or recommendation
is made by Colliers International Greater Los Angeles, Inc. or the American Industrial Real Estate Association (A.I.R.), or their
agents or employees, regarding this document or the transaction to which it relates. These are questions for your attorney.


 


On any real
estate transaction, it is recommended that you consult with a professional, such as a civil engineer, industrial hygienist or other
person with experience in evaluating the condition of the property, including the possible presence of asbestos, hazardous materials
and underground storage tanks.


 


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ADDENDUM
TO STANDARD OFFER, AGREEMENT AND ESCROW INSTRUCTIONS FOR PURCHASE OF REAL PROPERTY DATED FOR REFERENCE PURPOSES ONLY, MARCH 26,
2014 BY AND BETWEEN: SELECTIVE REAL ESTATE INVESTMENTS, OR ASSIGNEE AS BUYER AND EACO CORPORATION AS SELLER FOR PROPERTY 12458
GLADSTONE AVENUE, SYLMAR, CALIFORNIA.


 


In addition,
please be advised that an Owner or Tenant of real property may be subject to the Americans with Disabilities Act (the ADA), a Federal
law codified at 42 USC Section 12101 et seq. Among other requirements of the ADA that could apply to your property, Title III of
the ADA requires Owners and Tenants of “public accommodations’’ to remove barriers to access by disabled persons
and provide auxiliary aids and services for hearing, vision or speech impaired persons by January 26, 1992. The regulations under
Title  III of the ADA are codified at 28 CFR Part 36.


 


Colliers International Greater Los Angeles, Inc. recommends that you and your
attorney, engineer and/or architect review the ADA and the regulations, and, if appropriate, your proposed lease agreement, to
determine if this law would apply to you, and the nature of the equipment.


 


All other terms
and conditions of the above described lease shall remain unchanged


 





	BUYER:	 	SELLER:
	SELECTIVE REAL ESTATE	 	EACO CORPORATION
	INVESTMENTS, OR ASSIGNEE	 	 
	 	 	 
	BY:	/s/ BRIAN FAGAN	 	BY:	/s/ GLEN F. CEILEY
	 	 	 	 	 
	BY: 		 	BY:	 


 





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STANDARD
OFFER, AGREEMENT AND ESCROW


INSTRUCTIONS
FOR PURCHASE OF REAL ESTATE


(Non-Residential)


AIR
Commercial Real Estate Association


 


	 	March
    26, 2014
	 	(Date for Reference Purposes)


 


		1.	Buyer.



 


1.1   Selective
Real Estate Investments, or Assignee. (“Buyer”) hereby
offers to purchase the real property, hereinafter described, from the owner thereof (“Seller”)
(collectively, the “Parties” or individually, a “Party”), through an escrow
(“Escrow”) to close 35 days after the waiver or expiration of the Buyer’s Contingencies.
(“Expected Closing Date”)
to be held by First American Title (“Escrow Holder”) whose address is 2500 Paseo Verde Pkwy., Suite 120,
Henderson, NV 89074 (Mr. Gregg Corlyn), Phone No. (702) 731-4131, Facsimile No. (866) 387-4704 upon the terms and
conditions set forth in this agreement (“Agreement”). Buyer shall have the right to assign Buyer’s
rights hereunder, but any such assignment shall not relieve Buyer of Buyer’s obligations herein unless Seller
expressly releases Buyer.


 


1.2
The term “Date of Agreement” as used herein shall be the date when by execution and delivery (as defined in
paragraph 20.2) of this document or a subsequent counteroffer thereto, Buyer and Seller have reached agreement in writing whereby
Seller agrees to sell, and Buyer agrees to purchase, the Property upon terms accepted by both Parties. 


 


		2.	Property.



 


2.1
The real property (“Property”) that is the subject of this offer consists of (insert a brief physical description)
An approximate 41,034 square foot commercial building situated on an approximate 75,000 square foot parcel. Is located in the
City of Sylmar, County of Los Angeles, State of California, is commonly known by the street address of 12460 Gladstone Avenue
and is legally described as: To be provided through escrow (APN: 2525-019-057).


 


2.2
If the legal description of the Property is not complete or is inaccurate, this Agreement shall not be invalid and the legal
description shall be completed or corrected to meet the requirements of First American Title (“Title Company”),
which shall issue the title policy hereinafter described.


 


2.3
The Property includes, at no additional cost to Buyer, the permanent improvements thereon, including those items which pursuant
to applicable law are a part of the property, as well as the following items, if any, owned by Seller and at present located on
the Property; electrical distribution systems (power panel, bus ducting, conduits, disconnects lighting fixtures); telephone distribution
systems (lines, jacks and connections only); space heaters; heating, ventilating, air conditioning equipment (“HVAC”);
air lines; fire sprinkler systems; security and fire detection systems; carpets; window coverings; wall coverings; and _______________________________________________________________________


 





 



 





 



 





 



 





(collectively, the “Improvements”).















 


2.4
The fire sprinkler monitor  ̈
is owned by Seller and included in the Purchase Price  ̈
is leased by Seller, and Buyer will need to negotiate a new lease with the fire monitoring company,  ̈
ownership will be determined during Escrow, or ☐ there is no fire sprinkler monitor.


 


2.5 Except
as provided in Paragraph 2.3, the Purchase Price does not include Seller’s personal property, furniture and furnishings, and all
of which shall be removed by Seller prior to Closing.


 


		3.	Purchase Price.



 


3.1. The
purchase price (“Purchase Price”) to be paid by Buyer to Seller for the Property shall be $5,500,000.00, payable as
follows:


 


	(a)   Cash down payment, including the Deposit is defined in paragraph 4.3 (or if an all cash transaction, the Purchase Price):	 		$5,500,000.00	 
	 	 	 	 	 
	Total Purchase Price:	 		$5,500,000.00	 



 





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3.2
If Buyer is taking title to the Property subject to, or assuming, an Existing Deed of Trust and such deed of trust permits the
beneficiary to demand payment of fees including, but not limited to, points, processing fees, and appraisal fees as a condition
to the transfer of the Property. Buyer agrees to pay such fees up to a maximum of 1.5% of the unpaid principal balance of the applicable
Existing Note.


 


		4.	Deposits.



 


4.
1  ̈ Buyer
has delivered to Broker a check in the sum of $                     , payable
to Escrow Holder, to be delivered by Broker to Escrow Holder within 2 or            business
days after both Parties have executed this Agreement and the executed Agreement has been delivered to Escrow Holder, or þ within
2 or                  business
days after both Parties have executed this Agreement and the executed Agreement has been delivered to Escrow Holder Buyer
shall deliver to Escrow Holder a check in the sum of $300,000.00, if said check is not received by Escrow Holder within said
time period then Seller may elect to unilaterally terminate this transaction by giving written notice of such
election to Escrow Holder whereupon neither Party shall have any further liability to the other under this Agreement. Should
Buyer and Seller not enter into an agreement for purchase and sale, Buyer’s check or funds shall, upon request by
Buyer, be promptly returned to Buyer.


 


4.2
Additional deposits:


 


(a)
Within 5 business days after the Date of Agreement. Buyer shall deposit with Escrow Holder the additional sum of $                  
to be applied to the Purchase Price at the Closing.


 


(b)
Within 5 business days after the contingencies discussed in paragraph 9.1 (a) through (k) are approved or waived. Buyer shall
deposit with Escrow Holder the additional sum of $                
to be applied to the Purchase Price at the Closing.


 


4.3
Escrow Holder shall deposit the funds deposited with it by Buyer pursuant to paragraphs 4.1 and 4.2 (collectively the “Deposit”),
in a State or Federally chartered bank in an interest bearing account whose term is appropriate and consistent with the timing
requirements of this transaction. The interest therefrom shall accrue to the benefit of Buyer, who hereby acknowledges that there
may be penalties or interest forfeitures if the applicable instrument is redeemed prior to its specified maturity. Buyer’s
Federal Tax Identification Number is                                      .
NOTE: Such Interest bearing account cannot be opened until Buyer’s Federal Tax Identification Number is provided.


 


4.4
Notwithstanding the foregoing, within 5 days after Escrow Holder receives the monies described in paragraph 4.1 above, Escrow
Holder shall release $100 of said monies to Seller as and for independent consideration for Seller’s execution of this Agreement
and the granting of the contingency period to Buyer as herein provided. Such independent consideration is non-refundable to Buyer
but shall be credited to the Purchase Price in the event that the purchase of the Property is completed.


 


		7.	Real Estate
                                         Brokers.



 


7.1
 The following real estate broker(s) (“Brokers”) and brokerage relationships exist in this transaction and are
consented to by the Parties (check the applicable boxes):


 


	 ̈	 	represents
    Seller exclusively (“Seller’s Broker”);
	 	 	 
	 ̈	 	represents Buyer exclusively (“Buyer’s
    Broker”); or
	 	 	 
	þ	Colliers
    International Greater Los Angeles, Inc.	represents both Seller and Buyer (“Dual
    Agency”).


 


The Parties
acknowledge that Brokers are the procuring cause of this Agreement. See paragraph 24 regarding the nature of a real estate agency
relationship. Buyer shall use the services of Buyer’s Broker exclusively in connection with any and all negotiations and offers
with respect to the Property for a period of 1 year from the date inserted for reference purposes at the top of page 1.


 


7.2
Buyer and Seller each represent and warrant to the other that he/she/it has had no dealings with any person, firm, broker or finder
in connection with the negotiation of this Agreement and/or the consummation of the purchase and sale contemplated herein, other
than the Brokers named in paragraph 7.1, and no broker or other person, firm or entity, other than said Brokers is/are entitled
to any commission or finder’s fee in connection with this transaction as the result of any dealings or acts of such Party.
Buyer and Seller do each hereby agree to indemnify, defend, protect and hold the other harmless from and against any costs, expenses
or liability for compensation, commission or charges which may be claimed by any broker, finder or other similar party, other than
said named Brokers by reason of any dealings or act of the indemnifying Party.


 


		8.	Escrow and Closing.



 


8.1
Upon acceptance hereof by Seller, this Agreement, including any counteroffers incorporated herein by the Parties, shall
constitute not only the agreement of purchase and sale between Buyer and Seller, but also instructions to Escrow Holder for
the consummation of the Agreement through the Escrow. Escrow Holder shall not prepare any further escrow instructions
restating or amending the Agreement unless specifically so instructed by the Parties or a Broker herein. Subject to the
reasonable approval of the Parties, Escrow Holder may, however, include its standard general escrow provisions.


 





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8.2
As soon as practical after the receipt of this Agreement and any relevant counteroffers, Escrow Holder shall ascertain the Date
of Agreement as defined in paragraphs 1.2 and 20.2 and advise the Parties and Brokers, in writing, of the date ascertained.


 


8.3
Escrow Holder is hereby authorized and instructed to conduct the Escrow in accordance with this Agreement, applicable law and
custom and practice of the community in which Escrow Holder is located, including any reporting requirements of the Internal Revenue
Code. In the event of a conflict between the law of the state where the Property is located and the law of the state where the
Escrow Holder is located, the law of the state where the Property is located shall prevail.


 


8.4
Subject to satisfaction of the contingencies herein described, Escrow Holder shall close this escrow (the “Closing”)
by recording a general warranty deed (a grant deed in California) and the other documents required to be recorded, and by disbursing
the funds and documents in accordance with this Agreement.


 


8.5
Buyer and Seller shall each pay one-half of the Escrow Holder’s charges and Seller shall pay the usual recording fees and
any required documentary transfer taxes. Seller shall pay the premium for a standard coverage owner’s or joint protection
policy of title insurance. (See also paragraph 11)


 


8.6
Escrow Holder shall verify that all of Buyer’s contingencies have been satisfied or waived prior to Closing. The matters contained
in paragraphs 9.1 subparagraphs (b), (c), (d), (e), (g), (i), (n), and (o), 9.4, 9.5, 12, 13, 14, 16, 18, 20, 21, 22, and 24 are,
however, matters of agreement between the Parties only and are not instructions to Escrow Holder.


 


8.7
If this transaction is terminated for non-satisfaction and non-waiver of a Buyer’s Contingency, as defined in paragraph 9.2,
then neither of the Parties shall thereafter have any liability to the other under this Agreement, except to the extent of a breach
of any affirmative covenant or warranty in this Agreement. In the event of such termination, Buyer shall be promptly refunded
all funds deposited by Buyer with Escrow Holder, less only the $100 provided for in paragraph 4.4 and the Title Company and Escrow
Holder cancellation fees and costs, all of which shall be Buyer’s obligation. If this transaction is terminated as a result
of Seller’s breach of this Agreement then Seller shall pay the Title Company and Escrow Holder cancellation fees and costs.


 


8.8
The Closing shall occur on the Expected Closing Date, or as soon thereafter as the Escrow is in condition for Closing; provided,
however that if the Closing does not occur by the Expected Closing Date and said Date is not extended by mutual instructions of
the Parties, a Party not then in default under this Agreement may notify the other Party, Escrow Holder, and Brokers, in writing
that, unless the Closing occurs within 5 business days following said notice, the Escrow shall be deemed terminated without further
notice or instructions.


 


8.9
Except as otherwise provided herein, the termination of Escrow shall not relieve or release either Party from any obligation to
pay Escrow Holder’s fees and costs or constitute a waiver, release or discharge of any breach or default that has occurred in the
performance of the obligations, agreements, covenants or warranties contained therein.


 


8.10
If this sale of the Property is not consummated for any reason other than Seller’s breach or default, then at
Seller’s request, and as a condition to any obligation to return Buyer’s deposit (see paragraph 21). Buyer shall
within 5 days after written request deliver to Seller, at no charge, copies of all surveys, engineering studies, soil
reports, maps, master plans, feasibility studies and other similar items prepared by or for Buyer that pertain to the
Property. Provided, however, that Buyer shall not be required to deliver any such report  if the written contract which Buyer
entered into with the consultant who prepared such report specifically forbids the dissemination of the report to others.


 


		9.	Contingencies
                                         to Closing.



 


9.1
The Closing of this transaction is contingent upon the satisfaction or waiver of the following contingencies. IF BUYER FAILS
TO NOTIFY ESCROW HOLDER, IN WRITING, OF THE DISAPPROVAL OF ANY OF SAID CONTINGENCIES WITHIN THE TIME SPECIFIED THEREIN, IT SHALL
BE CONCLUSIVELY PRESUMED THAT BUYER HAS APPROVED SUCH ITEM, MATTER OR DOCUMENT. Buyer’s conditional approval shall constitute
disapproval, unless provision is made by the Seller within the time specified therefore by the Buyer in such conditional approval
or by this Agreement, whichever is later, for the satisfaction of the condition imposed by the Buyer. Escrow Holder shall promptly
provide all Parties with copies of any written disapproval or conditional approval which it receives. With regard to subparagraphs
(a) through (m) the pre-printed time periods shall control unless a different number of days is inserted in the spaces provided.


 


(a)
Disclosure. Seller shall make to Buyer, through Escrow, all of the applicable disclosures required by law (See AIR Commercial
Real Estate Association (“AIR”) standard form entitled “Seller’s Mandatory Disclosure Statement”)
and provide Buyer with a completed Property Information Sheet (“Property Information Sheet”) concerning the Property,
duly executed by or on behalf of Seller in the current form or equivalent to that published by the AIR within 10 or                 
days following the Date of Agreement. Buyer has 10 days from the receipt of said disclosures to approve or disapprove the matters
disclosed.


 


(b)
Physical Inspection. Buyer has 35 days from the receipt of the Property Information Sheet or the Date of Agreement,
whichever is later, to satisfy itself with regard to the physical aspects and size of the Property.


 


(c)
Hazardous Substance Conditions Report. Buyer has 35 days from the receipt of the Property Information Sheet or the Date
of Agreement, whichever is later, to satisfy itself with regard to the environmental aspects of the Property. Seller recommends
that Buyer obtain a Hazardous Substance Conditions Report concerning the Property and relevant adjoining properties. Any such
report shall be paid for by Buyer. A “Hazardous Substance” for purposes of this Agreement is defined as any substance
whose nature and/or quantity of existence, use, manufacture, disposal or effect render it subject to Federal, state or local regulation,
investigation, remediation or removal as potentially Injurious to public health or welfare. A “Hazardous Substance Condition”
for purposes of this Agreement is defined as the existence on, under or relevantly adjacent to the Property of a Hazardous Substance
that would require remediation and/or removal under applicable Federal, state or local law.


 


(d)
Soil Inspection. Buyer has 35 days from the receipt of the Property Information Sheet or the Date of Agreement, whichever
is later, to satisfy itself with regard to the condition of the soils on the Property. Seller recommends that Buyer obtain a soil
test report. Any such report shall be paid for by Buyer. Seller shall provide Buyer copies of any soils report that Seller may
have within 10 days of the Date of Agreement.


 


(e)
Governmental Approvals. Buyer has 35 days from the Date of Agreement to satisfy itself with regard to approvals and permits
from governmental agencies or departments which have or may have jurisdiction over the Property and which Buyer deems necessary
or desirable in connection with its intended use of the Property, including, but not limited to permits and approvals required
with respect to zoning, planning, building and safety, fire, police, handicapped and Americans with Disabilities Act requirements,
transportation and environmental matters.


 


(f)
Conditions of Title. Escrow Holder shall cause a current commitment for title insurance (“Title Commitment”)
concerning the Property issued by the Title Company, as well as legible copies of all documents referred to in the Title Commitment
(“Underlying Documents”), and a scaled and dimensioned plot showing the location of any easements to be delivered
to Buyer within 10 or                      days following the Date of Agreement.
Buyer has 10 days from the receipt of the Title Commitment, the Underlying Documents and the plot plan to satisfy itself with
regard to the condition of title. The disapproval by Buyer of any monetary encumbrance, which by the terms of this Agreement is
not to remain against the Property after the Closing, shall not be considered a failure of this contingency, as Seller shall have
the obligation, at Seller’s expense, to satisfy and remove such disapproved monetary encumbrance at or before the Closing.


 


(g) Survey.
Buyer has 35 days from the receipt of the Title Commitment and Underlying Documents to satisfy itself with regard to any ALTA
title supplement based upon a survey prepared to American Land Title Association (“ALTA”) standards for an owner’s
policy by a licensed surveyor, showing the legal description and boundary lines of the Property, any easements of record, and
any improvements, poles, structures and things located within 10 feet of either side of the Property boundary lines. Any
such survey shall be prepared at Buyer’s direction and expense. If Buyer has obtained a survey and approved the ALTA
title supplement, Buyer may elect within the period allowed for Buyer’s approval of  a survey to have an ALTA extended
coverage owners form of title policy, in which event Buyer shall pay any additional premium attributable thereto.


 


(h)
Existing Leases and Tenancy Statements. Seller shall within 10 or                  
days of the Date of Agreement provide both Buyer and Escrow Holder with legible copies of all leases, subleases or rental
arrangements (collectively, “Existing Leases”) affecting the Property, and 30 days with a tenancy statement (“Estoppel
Certificate”) in the latest form or equivalent to that published by the AIR, executed by each tenant and subtenant of the
Property. Seller shall have each tenant complete and execute an Estoppel Certificate. Buyer has 10 days from the receipt of said
Existing Leases end Estoppel Certificates to satisfy itself with regard to the Existing Leases and any other tenancy issues.


 


(i) Owner’s
Association. Seller shall within 10 or                     
days of the Date of Agreement provide Buyer with a statement and transfer package from any owner’s association servicing
the Property. Such transfer package shall at a minimum include: copies of the association’s bylaws, articles of
incorporation, current budget and financial statement. Buyer has 10 days from the receipt of such documents to satisfy itself
with regard to the association.


 


(j)
Other Agreements. Seller shall within 10 or                    
days of the Date of Agreement provide Buyer with legible copies of all other agreements (“Other Agreements”) known
to Seller that will affect the Property after Closing. Buyer has 10 days from the receipt of said Other Agreements to satisfy itself
with regard to such Agreements.


 


(k)
Financing. If paragraph 5 hereof dealing with a financing contingency has not been stricken the satisfaction or waiver
of such New Loan contingency.


  





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(l)
Existing Notes. If paragraph 3.1(c) has not been stricken, Seller shall within 10 or ___ days of the Date of Agreement
provide Buyer with legible copies of the Existing Notes, Existing Deeds of Trust and related agreements (collectively, “Loan
Documents”) to which the Property will remain subject after the Closing Escrow Holder shall promptly request from the holders
of the Existing Notes a beneficiary statement ("Beneficiary Statement") confirming: (1) the amount of the unpaid principal
balance, the current interest rate, and the date to which interest is paid, and (2) the nature and amount of any impounds held
by the beneficiary in connection with such loan. Buyer has 10 or_________ days from the receipt of the Loan Documents and Beneficiary
Statements to satisfy itself with regard to such financing. Buyer's obligation to close is conditioned upon Buyer being able to
purchase the Property without acceleration or change in the terms of any Existing Notes or charges to Buyer except as otherwise
provided in this Agreement or approved by Buyer, provided, however, Buyer shall pay the transfer fee referred to in paragraph
3.2 hereof. Likewise if Seller is to carry back a Purchase Money Note then Seller shall within 10 or______ days of the Date of
Agreement provide Buyer with a copy of the proposed Purchase Money Note and Purchase Money Deed of Trust. Buyer has 10 or_______
days from the receipt of such documents to satisfy itself with regard to the form and content thereof.


 


(m) Personal
Property. In the event that any personal property is included in the Purchase Price, Buyer has 10 or ____ days from the
Date of Agreement to satisfy itself with regard to the title condition of such personal property. Seller recommends that
Buyer obtain a UCC-1 report. Any such report shall be paid for by Buyer. Seller
shall provide Buyer copies of any liens or encumbrances affecting such personal property that it  is aware of within 10 or
______ days of the Date of Agreement.


 


(n) Destruction,
Damage or Loss. There shall not have occurred prior to the Closing, a destruction of, or damage or loss to, the Property or
any portion thereof, from any cause whatsoever which would cost more than $10,000.00 to repair or cure. If the cost of repair
or cure is $10,000.00 or less, Seller shall repair or cure the loss prior to the Closing. Buyer shall have the option, within
10 days after receipt of written notice of a loss costing more than $10,000.00 to repair or cure, to either terminate this Agreement
or to purchase the Property notwithstanding such loss, but without deduction or offset against the Purchase Price. If the cost
to repair or cure is more than $10,000.00, and Buyer does not elect to terminate this Agreement. Buyer shall be entitled to any
insurance proceeds applicable to such loss. Unless otherwise notified in writing, Escrow Holder shall assume no such destruction,
damage or loss has occurred prior to Closing.


 


(o) Material
Change. Buyer shall have 10 days following receipt of written notice of a Material Change within which to satisfy itself
with regard to such change. "Material Change" shall mean a substantial adverse change in the use, occupancy,
tenants, title, or condition of the Property that occurs after the date of this offer and prior to the Closing Unless
otherwise notified in writing, Escrow Holder shall assume that no Material Change has occurred prior to the Closing.


 


(p) Seller
Performance. The delivery of all documents and the due performance by Seller of each and every undertaking and agreement
to be performed by Seller under this Agreement.


 


9.2. All of the contingencies
specified in subparagraphs (a) through (m) of paragraph 9.1 are for the benefit of, and may be waived by, Buyer, and may be elsewhere
herein referred to as "Buyer's Contingencies."


 


9.3  
If any of Buyer's Contingencies or any other matter subject to Buyer's approval is disapproved as provided for herein in a
timely manner ("Disapproved Item"), Seller shall have the right within 10 days following the receipt of notice of
Buyer's disapproval to elect to cure such Disapproved Item prior to the Expected Closing Date ("Seller's
Election"). Seller's failure to give to Buyer within such period, written notice of Seller’s commitment to cure
such Disapproved item on or before the Expected Closing Date shall be conclusively presumed to be Seller's Election not to
cure such Disapproved Item. If Seller elects, either by written notice or failure to give written notice, not to cure a
Disapproved Item, Buyer shall have the right, within 10 days after Seller's Election to either accept title to the Property
subject to such Disapproved Item, or to terminate this Agreement. Buyer's failure to notify Seller in writing of Buyer's
election to accept title to the Property subject to the Disapproved Item without deduction or offset shall constitute Buyer's
election to terminate this Agreement. Unless expressly provided otherwise herein, Seller's right to cure shall not apply to
the remediation of Hazardous Substance Conditions or to the Financing Contingency. Unless the Parties mutually instruct
otherwise. If the time periods for the satisfaction of contingencies or for Seller's and Buyer's elections would expire on a
date after the Expected Closing Date, the Expected Closing Date shall be deemed extended for 3 business days following the
expiration of: (a) the applicable contingency period(s), (b) the period within which the Seller may elect to cure the
Disapproved Item, or (c) if Seller elects not to cure, the period  within which Buyer may elect to proceed with this
transaction, whichever is later.


 


9.4   Buyer
understands and agrees that until such time as all Buyer's Contingencies have been satisfied or waived, Seller and/or its agents
may solicit, entertain and/or accept backup offers to purchase the Property.


 


9.5   The
Parties acknowledge that extensive local, state and Federal legislation establish broad liability upon owners and/or users of real
property for the investigation and remediation of Hazardous Substances. The determination of the existence of a Hazardous Substance
Condition and the evaluation of the impact of such a condition are highly technical and beyond the expertise of Brokers. The Parties
acknowledge that they have been advised by Brokers to consult their own technical and legal experts with respect to the possible
presence of Hazardous Substances on the Properly or adjoining properties, and Buyer and Seller are not relying upon any investigation
by or statement of Brokers with respect thereto. The Parties hereby assume all responsibility for the impact of such Hazardous
Substances upon their respective interests herein.


 


		10.	Documents Required
                                         at or Before Closing:



 


10.1 Five days prior
to the Closing date Escrow Holder shall obtain an updated Title Commitment concerning the Property from the Title Company and provide
copies thereof to each of the Parties.


 


10.2 Seller shall
deliver to Escrow Holder in time for delivery to Buyer at the Closing:


 


(a) Grant or general warranty deed, duly executed and in recordable form, conveying fee title to the Property to Buyer.


 


(b) If
applicable, the Beneficiary Statements concerning Existing Note(s).


 


(c) If
applicable, the Existing Leases and Other Agreements together with duly executed assignments thereof by Seller and Buyer.
The assignment of Existing Leases shall be on the most recent Assignment and Assumption of Lessor's Interest in Lease form
published by the AIR or its equivalent.


 


(d) If
applicable, Estoppel Certificates executed by the tenant(s) of the Property.


 


(e) An affidavit
executed by Seller to the effect that Seller is not a "foreign person" within the meaning of Internal Revenue Code
Section 1445 or successor statutes. If Seller does not provide such affidavit in form reasonably satisfactory to Buyer
at least 3 business days prior to the Closing, Escrow Holder shall at the Closing deduct from Seller's proceeds and remit to
the Internal Revenue Service such sum as is required by applicable Federal law with respect to purchases from foreign
sellers.


 


(f) If the
Property is located in California, an affidavit executed by Seller to the effect that Seller is not a
"nonresident" within the meaning of California Revenue and Tax Code Section 18662 or successor statutes. If Seller
does not provide such affidavit in form reasonably satisfactory to Buyer at least 3 business days prior to the Closing,
Escrow Holder shall at the Closing deduct from Seller's proceeds and remit to the Franchise Tax Board such sum as is required
by such statute.


 


(g) If
applicable, a bill of sale, duly executed, conveying title to any included personal property to Buyer.


 


(h) If the Seller
is a corporation, a duly executed corporate resolution authorizing the execution of this Agreement and the sale of the
Property.


 


(i) A letter on
Seller's letterhead informing tenant(s) that Property has been sold and providing address and phone
number of Buyer.


 


10.3 Buyer shall deliver
to Seller through Escrow:


 


(a) The cash
portion of the Purchase Price and such additional sums as are required of Buyer under this Agreement shall be deposited by
Buyer with Escrow Holder, by federal funds wire transfer, or any other method acceptable to Escrow Holder in immediately
collectable funds, no later than 2:00 P.M. on the business day prior to the Expected Closing Date provided, however, that
Buyer shall not be required to deposit such monies into Escrow if at the time set for the deposit of such monies Seller is in
default or has indicated that it will not perform any of its obligations hereunder. Instead, in such circumstances in order to
reserve its rights to proceed Buyer need only provide Escrow with evidence establishing that the required monies were
available.


 


(b) If a Purchase
Money Note and Purchase Money Deed of Trust are called for by this Agreement, the duly executed originals of those documents,
the Purchase Money Deed of Trust being in recordable form, together with evidence of fire insurance on the improvements in the
amount of the full replacement cost naming Seller as a mortgage loss payee, and a real estate tax service contract (at
Buyer's expense), assuring Seller of notice of the status of payment of real property taxes during the life of the Purchase
Money Note.


 


(c) The
Assignment and Assumption of Lessor's Interest in Lease form specified in paragraph 10.2(c) above, duly executed by Buyer


 


(d) Assumptions
duly executed by Buyer of the obligations of Seller that accrue after Closing under any Other Agreements.


 


(e) If
applicable, a written assumption duly executed by Buyer of the loan documents with respect to Existing Notes.


 


(f) If the Buyer
is a corporation, a duly executed corporate resolution authorizing the execution of this Agreement and the purchase of the
Properly.


 


10.4 At Closing, Escrow
Holder shall cause to be issued to Buyer a standard coverage (or ALTA extended, if elected pursuant to 9.1(g)) owner's form policy
of title insurance effective as of the Closing, issued by the Title Company in the full amount of the Purchase Price, insuring
title to the Property vested in Buyer, subject only to the exceptions approved by Buyer. In the event there is a Purchase Money
Deed of Trust in this transaction, the policy of title insurance shall be a joint protection policy insuring both Buyer and Seller.








 


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IMPORTANT: IN A PURCHASE OR EXCHANGE OF
REAL PROPERTY, IT MAY BE ADVISABLE TO OBTAIN TITLE INSURANCE IN CONNECTION WITH THE CLOSE OF ESCROW SINCE THERE
MAY BE PRIOR RECORDED LIENS AND ENCUMBRANCES WHICH AFFECT YOUR INTEREST IN THE PROPERTY BEING ACQUIRED. A NEW POLICY OF TITLE
INSURANCE SHOULD BE OBTAINED IN ORDER TO ENSURE YOUR INTEREST IN THE PROPERTY THAT YOU ARE ACQUIRING.


 


		11.	Prorations
                                         and Adjustments.



 


11.1 Taxes.
Applicable real property taxes and special assessment bonds shall be prorated through Escrow as of the date of the Closing, based
upon the latest tax bill available. The Parties agree to prorate as of the Closing any taxes assessed against the Property by
supplemental bill levied by reason of events occurring prior to the Closing. Payment of the prorated amount shall be made promptly
in cash upon receipt of a copy of any supplemental bill.


 


11.2  Insurance.
WARNING: Any insurance which Seller may have maintained will terminate on the Closing. Buyer is advised to obtain appropriate
insurance to cover the Property.


 


11.3  Rentals,
Interest and Expenses. Scheduled rentals, interest on Existing Notes, utilities, and operating expenses shall be prorated
as of the date of Closing. The Parties agree to promptly adjust between themselves outside of Escrow any rents received after the
Closing.


 


11.4  Security
Deposit. Security Deposits held by Seller shall be given to Buyer as a credit to the cash required of Buyer at the Closing.


 


11.5  Post
Closing Matters. Any item to be prorated that is not determined or determinable at the Closing shall be promptly adjusted
by the Parties by appropriate cash payment outside of the Escrow when the amount due is determined.


 


11.6 Variations
in Existing Note Balances. In the event that Buyer is purchasing the Property subject to an Existing Deed of Trust(s),
and in the event that a Beneficiary Statement as to the applicable Existing Note(s) discloses that the unpaid principal balance
of such Existing Note(s) at the closing will be more or less than the amount set forth in paragraph 3.1(c) hereof ("Existing
Note Variation"), then the Purchase Money Note(s) shall be reduced or increased by an amount equal to such Existing Note
Variation. If there is to be no Purchase Money Note, the cash required at the Closing per paragraph 3.1(a) shall be reduced or
increased by the amount of such Existing Note Variation.


 


11.7 Variations
in New Loan Balance. In the event Buyer is obtaining a New Loan and the amount ultimately obtained exceeds the amount set forth
in paragraph 5.1, then the amount of the Purchase Money Note, if any, shall be reduced by the amount of such excess.


 


11.8 Owner’s
Association Fees. Escrow Holder shall: (i) bring Seller’s account with the association current and pay any delinquencies
or transfer fees from Seller's proceeds, and (ii) pay any up front fees required by the association from Buyer’s funds.


 


		12.	Representations
                                         and Warranties of Seller and Disclaimers.



 


12.1
Seller’s warranties and representations shall survive the Closing and delivery of the deed for a period of 12
month, and any lawsuit or action based upon them must be commenced within such time period. Seller's warranties and
representations are true, material and relied upon by Buyer and Brokers in all respects. As used herein, the term,
“Seller has no knowledge” means the current actual knowledge of Don Wagner, with no duty to inquire or
investigate. Seller hereby makes the following warranties and representations to Buyer and Brokers:


 


(a) Authority
of Seller. Seller is the owner of the Property and/or has the full right, power and authority to sell, convey and
transfer the Property to Buyer as provided herein, and to perform Seller's obligations hereunder.


 


(b) Maintenance
During Escrow and Equipment Condition At Closing. Except as otherwise provided in paragraph 9.1(n) hereof. Seller shall maintain
the Property until the Closing in its present condition, ordinary wear and tear excepted.


 


(c) Hazardous Substances/Storage
Tanks. Seller has no knowledge, except as otherwise disclosed to Buyer in writing, of the existence or prior existence on
the Property of any Hazardous Substance, nor of the existence or prior existence of any above or below ground storage tank.


 


(d) Compliance.
Seller has no knowledge of any aspect or condition of the Property which violates applicable laws, rules, regulations, codes or
covenants, conditions or restrictions, or of improvements or alterations made to the Property without a permit where one was required,
or of any unfulfilled order or directive of any applicable governmental agency or casualty insurance company requiring any investigation,
remediation, repair, maintenance or improvement be performed on the Property.


 


(e) Changes in
Agreements. Prior to the Closing. Seller will not violate or modify any Existing Lease or Other Agreement, or create any new
leases or other agreements affecting the Property, without Buyer's written approval, which approval will not be unreasonably withheld.


 


(f) Possessory
Rights. Seller has no knowledge that anyone will, at the Closing, have any right to possession of the Property, except as
disclosed by this Agreement or otherwise in writing to Buyer.


 


(g) Mechanics'
Liens. Seller has no knowledge of any unsatisfied mechanics’ or materialmen’s lien rights concerning the Property.


 


(h) Actions,
Suits or Proceedings. Seller has no knowledge of any actions, suits or proceedings pending or threatened before any
commission, board, bureau, agency, arbitrator, court or tribunal that would affect the Property or the right to occupy or
utilize same.


 


(i) Notice
of Changes. Seller will promptly notify Buyer and Brokers in writing of any Material Change (see paragraph 9.1(o)) affecting
the Property that becomes known to Seller prior to the Closing.


 


(j) No Tenant Bankruptcy
Proceedings. Seller has no notice or knowledge that any tenant of the Property is the subject of a bankruptcy or insolvency
proceeding.


 


(k) No Seller Bankruptcy
Proceedings. Seller is not the subject of a bankruptcy, insolvency or probate proceeding.


 


(l) Personal Property.
Seller has no knowledge that anyone will, at the Closing, have any right to possession of any personal property included in the
Purchase Price nor knowledge of any liens or encumbrances affecting such personal property, except as disclosed by this Agreement
or otherwise in writing to Buyer.


 


12.2  Buyer hereby acknowledges that, except as otherwise stated in this Agreement, Buyer is purchasing the Property in its existing condition
and will, by the time called for herein, make or have waived all inspections of the Property Buyer believes are necessary to protect
its own interest in, and its contemplated use of, the Property. The Parties acknowledge that, except as otherwise stated in this
Agreement, no representations, inducements, promises, agreements, assurances, oral or written, concerning the Property, or any aspect
of the occupational safety and health laws, Hazardous Substance laws, or any other act, ordinance or law, have been made by either
Party or Brokers, or relied upon by either Party hereto.


 


12.3 
In the event that Buyer learns that a Seller representation or warranty might be untrue prior to the Closing, and Buyer elects
to purchase the Property anyway then, and in that event, Buyer waives any right that it may have to bring an action or proceeding
against Seller or Brokers regarding said representation or warranty.


 


12.4  Any
environmental reports, soils reports, surveys, and other similar documents which were prepared by third party consultants and provided
to Buyer by Seller or Seller’s representatives, have been delivered as an accommodation to Buyer and without any representation
or warranty as to the sufficiency, accuracy, completeness, and/or validity of said documents, all of which Buyer relies on at its
own risk. Seller believes said documents to be accurate, but Buyer is advised to retain appropriate consultants to review said
documents and investigate the Property.


 


		13.	Possession.



 


Possession of the Property shall be given
to Buyer at the Closing subject to the rights of tenants under Existing Leases.


 


		14.	Buyer's Entry.



 


At any time during the Escrow period, Buyer,
and its agents and representatives, shall have the right at reasonable times and subject to rights of tenants, to enter upon the
Property for the purpose of making inspections and tests specified in this Agreement. No destructive testing shall be conducted,
however, without Seller's prior approval which shall not be unreasonably withheld. Following any such entry or work, unless otherwise
directed in writing by Seller, Buyer shall return the Property to the condition it was in prior to such entry or work, including
the recompaction or removal of any disrupted soil or material as Seller may reasonably direct. All such inspections and tests and
any other work conducted or materials furnished with respect to the Property by or for Buyer shall be paid for by Buyer as and
when due and Buyer shall indemnify, defend, protect and hold harmless Seller and the Property of and from any and all claims, liabilities,
losses, expenses (including reasonable attorneys' fees), damages, including those for injury to person or property, arising out
of or relating to any such work or materials or the acts or omissions of Buyer, its agents or employees in connection therewith.


 


		15.	Further Documents
                                         and Assurances.



 


The Parties shall each,
diligently and in good faith, undertake all actions and procedures reasonably required to place the Escrow in
condition for Closing as and when required by this Agreement. The Parties agree to provide all further information, and to
execute and deliver all further documents, reasonably required by Escrow Holder or the Title Company.


 


		16.	Attorneys’
                                         Fees.



 


If any Party or Broker brings an
action or proceeding (including arbitration) involving the Property whether founded in tort, contract or equity, or
to declare rights hereunder, the Prevailing Party (as hereafter defined) in any such proceeding, action, or appeal thereon,
shall be entitled to reasonable attorneys’ fees. Such fees may be awarded in the same suit or recovered in a separate
suit, whether or not such action or proceeding is pursued to decision or judgment. The term “Prevailing Party”
shall include, without limitation, a Party or Broker who substantially obtains or defeats the relief sought, as the case may
be, whether by compromise, settlement, judgment or the abandonment by the other Party or Broker of its claim or defense. The
attorneys’ fees award shall not be computed in accordance with any court fee schedule, but shall be such as to fully
reimburse all attorneys’ fees reasonably incurred.


 


		17.	Prior Agreements/Amendments.



 


17.1 This Agreement
supersedes any and all prior agreements between Seller and Buyer regarding the Property.


 


17.2 Amendments to
this Agreement are effective only if made in writing and executed by Buyer and Seller.


 


		18.	Broker's Rights.



 


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18.2 Upon
the Closing, Brokers are authorized to publicize the facts of this transaction.


 


		19.	Notices.



 


19.1 Whenever
any Party, Escrow Holder or Brokers herein shall desire to give or serve any notice, demand, request, approval, disapproval or
other communication, each such communication shall be in writing and shall be delivered personally, by messenger or by mail, postage
prepaid, to the address set forth in this Agreement or by facsimile transmission.


 


19.2 Service
of any such communication shall be deemed made on the date of actual receipt if personally delivered. Any such communication sent
by regular mail shall be deemed given 48 hours after the same is mailed. Communications sent by United States Express Mail or overnight
courier that guarantee next day delivery shall be deemed delivered 24 hours after delivery of the same to the Postal Service or
courier Communications transmitted by facsimile transmission shall be deemed delivered upon telephonic confirmation of receipt
(confirmation report from fax machine is sufficient), provided a copy is also delivered via delivery or mail. If such communication
is received on a Saturday, Sunday or legal holiday, it shall be deemed received on the next business day.


 


19.3 Any
Party or Broker hereto may from time to time, by notice in writing designate a different address to which, or a different person
or additional persons to whom, all communications are thereafter to be made.


 


		20.	Duration of Offer.



 


20.1 If
this offer is not accepted by Seller on or before 5:00 P.M. according to the time standard applicable to the city of Los Angeles
on the date of March 28, 2014, it shall be deemed automatically revoked.


 


20.2
The acceptance of this offer, or of any subsequent counteroffer hereto, that creates an agreement between the Parties as described
in paragraph 1.2, shall be deemed made upon delivery to the other Party or either Broker herein of a duly executed writing unconditionally
accepting the last outstanding offer or counteroffer.


 


21.
LIQUIDATED DAMAGES. (This Liquidated Damages paragraph is applicable only if initialed by both Parties).


 


THE
PARTIES AGREE THAT IT WOULD BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, PRIOR TO SIGNING THIS AGREEMENT, THE ACTUAL DAMAGES
WHICH WOULD BE SUFFERED BY SELLER IF BUYER FAILS TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT. THEREFORE, IF. AFTER THE SATISFACTION
OR WAIVER OF ALL CONTINGENCIES PROVIDED FOR THE BUYER’S BENEFIT, BUYER BREACHES THIS AGREEMENT, SELLER SHALL BE ENTITLED
TO LIQUIDATED DAMAGES IN THE AMOUNT OF $300,000.00. UPON PAYMENT OF SAID SUM TO SELLER, BUYER SHALL BE RELEASED FROM ANY FURTHER
LIABILITY TO SELLER, AND ANY ESCROW CANCELLATION FEES AND TITLE COMPANY CHARGES SHALL BE PAID BY SELLER.


 


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22.
ARBITRATION OF DISPUTES. (This Arbitration of Disputes paragraph is applicable only if
initialed by both Parties.)


 


22.1
ANY CONTROVERSY AS TO WHETHER SELLER IS ENTITLED TO THE LIQUIDATED DAMAGES AND/OR BUYER IS ENTITLED TO THE RETURN OF DEPOSIT
MONEY, SHALL BE DETERMINED BY BINDING ARBITRATION BY, AND UNDER THE COMMERCIAL RULES OF THE AMERICAN ARBITRATION ASSOCIATION
(“COMMERCIAL RULES”). ARBITRATION HEARINGS SHALL BE HELD IN THE COUNTY WHERE THE PROPERTY IS LOCATED. ANY
SUCH CONTROVERSY SHALL BE ARBITRATED BY 3 ARBITRATORS WHO SHALL BE IMPARTIAL REAL ESTATE BROKERS WITH AT LEAST 5 YEARS OF
FULL TIME EXPERIENCE IN BOTH THE AREA WHERE THE PROPERTY IS LOCATED AND THE TYPE OF REAL ESTATE THAT IS THE SUBJECT OF THIS
AGREEMENT. THEY SHALL BE APPOINTED UNDER THE COMMERCIAL RULES. THE ARBITRATORS SHALL HEAR AND DETERMINE SAID CONTROVERSY IN
ACCORDANCE WITH APPLICABLE LAW, THE INTENTION OF THE PARTIES AS EXPRESSED IN THIS AGREEMENT AND ANY AMENDMENTS THERETO, AND
UPON THE EVIDENCE PRODUCED AT AN ARBITRATION HEARING. PRE-ARBITRATION DISCOVERY SHALL BE PERMITTED IN ACCORDANCE WITH THE
COMMERCIAL RULES OR STATE LAW APPLICABLE TO ARBITRATION PROCEEDINGS. THE AWARD SHALL BE EXECUTED BY AT LEAST 2 OF THE 3
ARBITRATORS, BE RENDERED WITHIN 30 DAYS AFTER THE CONCLUSION OF THE HEARING, AND MAY INCLUDE ATTORNEYS' FEES AND COSTS TO THE
PREVAILING PARTY PER PARAGRAPH 16 HEREOF. JUDGMENT MAY BE ENTERED ON THE AWARD IN ANY COURT OF COMPETENT JURISDICTION
NOTWITHSTANDING THE FAILURE OF A PARTY DULY NOTIFIED OF THE ARBITRATION HEARING TO APPEAR THEREAT.


 


22.2 BUYER’S
RESORT TO OR PARTICIPATION IN SUCH ARBITRATION PROCEEDINGS SHALL NOT BAR SUIT IN A COURT OF COMPETENT JURISDICTION BY THE BUYER
FOR DAMAGES AND/OR SPECIFIC PERFORMANCE UNLESS AND UNTIL THE ARBITRATION RESULTS IN AN AWARD TO THE SELLER OF LIQUIDATED DAMAGES,
IN WHICH EVENT SUCH AWARD SHALL ACT AS A BAR AGAINST ANY ACTION BY BUYER FOR DAMAGES AND/OR SPECIFIC PERFORMANCE.


 


22.3 NOTICE:
BY INITIALING IN THE SPACE BELOW YOU ARE AGREEING TO HAVE ANY DISPUTE ARISING OUT OF THE MATTERS INCLUDED IN THE "ARBITRATION
OF DISPUTES" PROVISION DECIDED BY NEUTRAL ARBITRATION AS PROVIDED BY CALIFORNIA LAW AND YOU ARE GIVING UP ANY RIGHTS YOU MIGHT
POSSESS TO HAVE THE DISPUTE LITIGATED IN A COURT OR JURY TRIAL. BY INITIALING IN THE SPACE BELOW YOU ARE GIVING UP YOUR JUDICIAL
RIGHTS TO DISCOVERY AND APPEAL, UNLESS SUCH RIGHTS ARE SPECIFICALLY INCLUDED IN THE “ARBITRATION OF DISPUTES” PROVISION.
IF YOU REFUSE TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION, YOU MAY BE COMPELLED TO ARBITRATE UNDER THE AUTHORITY OF
THE CALIFORNIA CODE OF CIVIL PROCEDURE. YOUR AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY.


 


WE HAVE
READ AND UNDERSTAND THE FOREGOING AND AGREE TO SUBMIT DISPUTES ARISING OUT OF THE MATTERS INCLUDED IN THE “ARBITRATION OF DISPUTES”
PROVISION TO NEUTRAL ARBITRATION.


 


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    Initials


 


		23.	Miscellaneous.



 


23.1
Binding Effect. This Agreement shall be binding on the Parties without regard to whether or not paragraphs 21 and 22 are initialed
by both of the Parties. Paragraphs 21 and 22 are each incorporated into this Agreement only if initialed by both Parties at the
time that the Agreement is executed.


 


23.2
Applicable Law. This Agreement shall be governed by, and paragraph 22.3 is amended to refer to, the laws of the state in which
the Property is located. Any litigation or arbitration between the Parties hereto concerning this Agreement shall be initiated
in the county in which the Property is located.


 


23.3
Time of Essence. Time is of the essence of this Agreement.


 


23.4
Counterparts. This Agreement may be executed by Buyer and Seller in counterparts, each of which shall be deemed an original,
and all of which together shall constitute one and the same instrument. Escrow Holder, after verifying that the counterparts are
identical except for the signatures, is authorized and instructed to combine the signed signature pages on one of the counterparts,
which shall then constitute the Agreement.


 


23.5 Waiver
of Jury Trial. THE PARTIES HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING INVOLVING THE PROPERTY
OR ARISING OUT OF THIS AGREEMENT.


 


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23.6
Conflict.
Any conflict between the printed provisions of this Agreement and the typewritten or handwritten
provisions shall be controlled by the typewritten or handwritten provisions.


 


23.7
1031 Exchange. Both Seller and Buyer agree to cooperate with each other in the event that
either or both wish to participate in a 1031 exchange. Any party initialing an exchange shall
bear all costs of such exchange.


 


23.8
Days. Unless otherwise
specifically indicated to the contrary, the word “days”
as used in this Agreement shall mean and refer to calendar days.


 


		24.	Disclosures Regarding
The Nature of a Real Estate Agency Relationship.



 


24.1 The
Parties and Brokers agree that their relationship(s) shall be governed by the principles set forth in the applicable sections of
the California Civil Code, as summarized in paragraph 24.2.


 


24.2
When entering into a discussion with a real estate agent regarding a real estate transaction, a Buyer or Seller should from the
outset understand what type of agency relationship or representation it has with the agent
or agents in the transaction. Buyer and Seller acknowledge being advised by the Brokers in this transaction, as follows:


 


(a)
Seller’s Agent. A Seller’s
agent under a listing agreement with the Seller acts as the agent for the Seller only. A Seller’s
agent or subagent has the following affirmative obligations: (1) To the Seller:
A fiduciary duty of utmost care, integrity, honesty, and loyalty in dealings with the Seller. (2)
To the Buyer and the Seller: a. Diligent exercise of reasonable skills and care in
performance of the agent’s duties. b. A duty of honest and fair dealing and good faith. c.
A duty to disclose all facts known to the agent materially affecting the value or desirability of the property that are not known
to, or within the diligent attention and observation of, the Parties. An agent is not obligated to reveal to either Party any
confidential information obtained from the other Party which does not involve the affirmative duties set forth above.


 


(b)
Buyer’s Agent. A selling agent can, with a Buyer’s consent, agree to act
as agent for the Buyer only. In these situations, the agent is not the Seller’s agent,
even if by agreement the agent may receive compensation for services rendered, either in
full or in part from the Seller. An agent acting only for a Buyer has the following affirmative obligations. (1) To the Buyer:
A fiduciary duty of utmost care, integrity, honesty, and loyalty in dealings with the Buyer. (2) To the Buyer and the Seller:
a. Diligent exercise of reasonable skills and care in performance of the agent’s
duties. b. A duty of honest and fair dealing and good faith. c. A duty to disclose all facts known to the agent materially affecting
the value or desirability of the property that are not known to, or within the diligent attention and observation of, the Parties.
An agent is not obligated to reveal to either Party any confidential information obtained from the other Party which does not
involve the affirmative duties set forth above.


 


(c)
Agent Representing Both Seller and Buyer. A real estate agent, either acting directly or through one or more associate
licenses, can legally be the agent of both the Seller and the Buyer in a transaction but only with the knowledge and consent of
both the Seller and the Buyer. (1) In a dual agency situation, the agent has the following affirmative obligations to both the
Seller and the Buyer: a. A fiduciary duty of utmost care, integrity, honesty and loyalty in the dealings with either Seller or
the Buyer. b. Other duties to the Seller and the Buyer as stated above in their respective sections (a) or (b) of this paragraph
24.2. (2) In representing both Seller and Buyer, the agent may not without the express permission of the respective Party, disclose
to the other Party that the Seller will accept a price less than the listing price or that the Buyer will pay a price greater than
the price offered. (3) The above duties of the agent in a real estate transaction do not relieve a Seller or Buyer from the responsibility
to protect their own interests. Buyer and Seller should carefully read all agreements to assure that they adequately express their
understanding of the transaction. A real estate agent is a person qualified to advise about
real estate. If legal or tax advice is desired, consult a competent professional.


 


(d)
Further Disclosures. Throughout this transaction Buyer and Seller may receive more than one disclosure, depending upon
the number of agents assisting in the transaction. Buyer and Seller should each read its contents
each time it is presented, considering the relationship between them and the real estate
agent in this transaction and that disclosure. Brokers have no responsibility with respect
to any default or breach hereof by either Party. The Parties agree that no lawsuit or other legal proceeding involving any breach
of duty, error or omission relating to this transaction may be brought against Broker more than one year after the Date of Agreement
and that the liability (including court costs and attorneys’ fees) of any Broker with
respect to any breach of duty, error or omission relating to this Agreement shall not exceed
the fee received by such Broker pursuant to this Agreement; provided, however that the foregoing limitation on each Broker’s
liability shall not be applicable to any gross negligence or willful misconduct of such Broker.


 


24.3
Confidential Information: Buyer and Seller agree to identify to Brokers as “Confidential”
any communication or information given Brokers that is considered by such Party to be confidential.


 


25.
Construction of Agreement. In construing this
Agreement, all headings and titles are for the convenience of the Parties only and shall not be considered a part of this
Agreement. Whenever required by the context, the singular shall include the plural and vice versa. Unless otherwise
specifically indicated to the contrary, the word “days”
as used in this Agreement shall mean and refer to calendar days. This Agreement shall not be construed as if prepared by one
of the Parties, but rather according to its fair meaning as a whole, as if both Parties
had prepared it.


 


		26.	Additional Provisions:



 


Additional
provisions of this offer, if any are as follows or are attached hereto by an addendum consisting of paragraphs 27
through 33 (if there are no additional provisions write *NONE”.)


 


	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 


 


	ATTENTION:
    NO REPRESENTATION OR RECOMMENDATION IS MADE BY THE AIR COMMERCIAL REAL ESTATE ASSOCIATION OR BY ANY BROKER AS TO THE LEGAL
    SUFFICIENCY, LEGAL EFFECT, OR TAX CONSEQUENCES OF THIS AGREEMENT OR THE TRANSACTION TO WHICH IT RELATES. THE PARTIES ARE
    URGED     TO:
	 
	1.          SEEK
    ADVICE OF COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES Of THIS AGREEMENT.
	2.          RETAIN APPROPRIATE CONSULTANTS TO REVIEW AND INVESTIGATE THE CONDITION OF THE PROPERTY. SAID INVESTIGATION SHOULD INCLUDE
    BUT NOT BE LIMITED TO: THE POSSIBLE PRESENCE OF HAZARDOUS SUBSTANCES, THE ZONING OF THE PROPERTY, THE INTEGRITY AND CONDITION
    OF ANY STRUCTURES AND OPERATING SYSTEMS, AND THE SUITABILITY OF THE PROPERTY FOR BUYER’S INTENDED USE.
	 
	WARNING:
    IF THE PROPERTY IS LOCATED IN A STATE OTHER THAN CALIFORNIA, CERTAIN PROVISIONS OF THIS AGREEMENT MAY NEED TO BE REVISED TO
    COMPLY WITH THE LAWS OF THE STATE IN WHICH THE PROPERTY IS LOCATED.


 


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    REAL ESTATE ASSOCIATION	FORM OFA-11-04/12E


 



    	 



    	 



    

  


NOTE:


1.          THIS FORM
IS NOT FOR USE IN CONNECTION WITH THE SALE OF RESIDENTIAL PROPERTY.


2.          IF EITHER
PARTY IS A CORPORATION, IT IS RECOMMENDED THAT THIS AGREEMENT BE SIGNED BY TWO CORPORATE OFFICERS.


 


The undersigned
Buyer offers and agrees to buy the Property on the terms and conditions staled and acknowledges receipt of a copy hereof.


 


	BROKER:	 	BUYER:
	 	 	 
	Colliers International Greater Los Angeles,	 	Selective Real Estate Investments, or 
	 Inc.	 	 Assignee


 


	Attn:	Brent Weirick and Gian Starita	 	By:	/s/ Brian Pagan





	Title: 	Executive V.P. and V.P.	 	Date: 	 





	Address:	16830 Ventura Blvd.,
Ste. J 	 	Name Printed:	Brian Pagan





	Encino, CA 91436	 	 	Title: 	President





	Telephone:	 (818) 905-5800	 	Telephone:	 (818) 955-4900 ext. 224





	Facsimile:	 (818) 325-4000	 	Facsimile:	 (818) 995-4911





	Email:	brent.weirick@colliers.com	 	Email:	bfagan@selectivere.com





	Federal
ID No.	 45-3717500	 	By:	 


 


	Broker/Agent DRE
    License #:	CI-01908231 BW-00954803	 	Date:	 





	GS-01864047	 	 	Name Printed:	 





	 	 	 	Title:  	 






	 	 	 	Address:	15840 Ventura Blvd., Ste. 310
	 	 	 	Encino, CA 91436






	 	 	 	Telephone:	(____)	 






	 	 	 	Facsimile:	(____)	 






	 	 	 	Email:	 	 






	 	 	 	Federal ID No.:	 	 


 


27. Acceptance.


 


27.1 Seller
accepts the foregoing offer to purchase the Property and hereby agrees to sell the Property to Buyer on the terms and conditions
therein specified.


 


27.2 Seller
acknowledges that Brokers have been retained to locate a Buyer and are the procuring cause of the purchase and sale of the Property
set forth in this Agreement. In consideration of real estate brokerage service rendered by Brokers, Seller agrees to pay Brokers
a real estate Brokerage Fee pursuant to separate agreement if, and only if, Closing occurs.


 


27.3 Seller
acknowledges receipt of a copy hereof and authorizes Brokers to deliver a signed copy to Buyer


 


NOTE: A
PROPERTY INFORMATION SHEET IS REQUIRED TO BE DELIVERED TO BUYER BY SELLER UNDER THIS AGREEMENT.


 


	BROKER:	 	SELLER:
	 	 	 
	Colliers International Greater Los Angeles	 	EACO Corporation
	 Inc.	 	  


 


	Attn:	Brent Weirick and Gian Starita	 	By:	/s/ Glen F. Ceiley





	Title: 	Executive V.P. and V.P.	 	Date: 	 





	Address:	16830 Ventura Blvd.,
Ste. J 	 	Name Printed:	 Glen F. Ceiley





	Encino, CA 91436	 	 	Title: 	 





	Telephone:	 (818) 905-5800	 	Telephone:	 (714
) 693-2901 ext. 3311





	Facsimile:	 (818) 325-4000	 	Facsimile:	 (714) 876-2420





	Email:	brent.weirick@colliers.com	 	Email:	 





	Federal
ID No.:	 45-3717500	 	By:	 


 


	Broker/Aqeni DRE
    License #:	CI-01908231 BW-00954803	 	Date:	 





	GS-01964047	 	 	Name Printed:	 





	 	 	 	Title:  	 






	 	 	 	Address:	1500 N. Lakeview Ave.
	 	 	 	Anaheim, CA 92807






	 	 	 	Telephone:	(____)	 






	 	 	 	Facsimile:	(____ )	 






	 	 	 	Email:	 	 






	 	 	 	Federal ID No.:	 	 



 


NOTICE:
These forms are often modified to meet changing requirements of law and Industry needs. Always write or call to make sure you
are utilizing the most current form: AIR Commercial Real Estate Association. 500 N Brand Blvd, Suite 900, Glendale, CA 91203.
Telephone No. (213) 687-8777. Fax No.: (213) 687-8616.


 


©Copyright 2003 By AIR Commercial Real Estate Association.


All
rights reserved.


 


No
part of these works may be reproduced in any form without permission in writing.


 


	/s/
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    REAL ESTATE ASSOCIATION	 	FORM OFA-11-04/12E


 



    	 



    	 



    

  


ADDENDUM
TO STANDARD OFFER, AGREEMENT AND ESCROW INSTRUCTIONS FOR PURCHASE OF REAL PROPERTY DATED FOR REFERENCE PURPOSES ONLY, MARCH 26,
2014 BY AND BETWEEN: SELECTIVE REAL ESTATE INVESTMENTS, OR ASSIGNEE AS BUYER AND EACO CORPORATION AS SELLER FOR PROPERTY 12460
GLADSTONE AVENUE, SYLMAR, CALIFORNIA.


 


Buyer and Seller
hereby agree to amend the terms and conditions of the above described lease as follows:


 


	27.
    AS-IS 

    PROVISIONS:	 	“AS IS” SALE.
    EXCEPT FOR THE REPRESENTATIONS, WARRANTIES AND TERMS EXPRESSLY SET FORTH IN THIS AGREEMENT, BUYER AGREES THAT IT IS PURCHASING THE PROPERTY ON AN “AS IS” BASIS BASED ON ITS OWN INVESTIGATION OF THE PROPERTY, AND THAT SELLER HAS NOT MADE ANY REPRESENTATION, WARRANTY OR GUARANTY, EXPRESS OR IMPLIED, OTHER THAN AS SET FORTH IN THIS AGREEMENT. BUYER IS A SOPHISTICATED REAL ESTATE INVESTOR AND IS, OR WILL BE AS OF THE CLOSE OF ESCROW, FAMILIAR WITH THE PROPERTY AND ITS SUITABILITY FOR BUYER’S INTENDED USE.
	 	 	 
	28. RELEASE 

    PROVISIONS:	 	Buyer hereby
    releases Seller from any and all liability in connection with
    any claims which Buyer may have against Seller, and Buyer hereby agrees that it will not assert any claims, for contribution,
    cost recovery, diminution in value or otherwise, against Seller relating directly or indirectly to the existence of Hazardous
    Materials or Hazardous Substances (as such terms are defined below) on, or environmental conditions of, the Property unless
    Seller was aware of such conditions intentionally not disclosed to Buyer, in which case this release shall not apply. In
    furtherance of this intention, Buyer hereby expressly waives any and all rights and benefits conferred upon it by the
    provisions of California Civil Code Section 1542, which provides as follows:
	 	 	 
	 	 	 “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”


 


	 	 	/s/ BAF
	 	 	BUYER’S INITIALS


 


	 	 	Buyer acknowledges that the foregoing acknowledgments, releases and waivers including without limitation the waiver of the provisions of California Civil Code Section 1542 were expressly bargained for. As used herein, the term “Hazardous Materials” or “Hazardous Substances” mean:


 


	 	Initials: 	/s/ GC
	 	 	/s/ BAF


 



    	 



    	 



    

  


ADDENDUM
TO STANDARD OFFER, AGREEMENT AND ESCROW INSTRUCTIONS FOR PURCHASE OF REAL PROPERTY DATED FOR REFERENCE PURPOSES ONLY, MARCH 26,
2014 BY AND BETWEEN: SELECTIVE REAL ESTATE INVESTMENTS, OR ASSIGNEE AS BUYER AND EACO CORPORATION AS SELLER FOR PROPERTY 12460
GLADSTONE AVENUE, SYLMAR, CALIFORNIA.


	 	 	 
	 	 	hazardous wastes,
    hazardous substances, hazardous constituents, toxic substances or related materials, whether solids, liquids or gases,
    including, but not limited to substances defined as “hazardous wastes,” “hazardous substances,”
    “toxic substances,” “pollutants,” “contaminants,” “radioactive
    materials,’’ or other similar designations in, or otherwise subject to regulation under the Comprehensive
    Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. § 9601 et seq., as amended by the Superfund
    Amendments and Reauthorization Act of 1986, 42 U.S.C. §
    11001, et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Hazardous Materials Transportation Act,
    49 U.S.C. § 1802; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Clean Water Act, 33
    U.S.C. § 1251 et seq.; the Safe Drinking Water Act, 42 U.S.C. § 300(f) et seq.; the Clean Air Act, 42 U.S.C. §
    7401 et seq.; the Solid Waste Disposal Act, 42 U.S.C. § 3251 et seq.; Sections 25115, 25117, 25122.7, 25140, 25249.8,
    25281, 25316, 25501 and 25316 of the California Health and Safety Code; and Article 9 or Article 11 of Title 22 of the
    California Administrative Code, Division 4, Chapter 20; all as amended from time to time, and any similar state statutes; as
    the same may be amended from time to time; and in any permits, licenses, approvals, plans, rules, regulations or ordinance
    adopted, or other criteria and guidelines promulgated pursuant to the preceding laws or other similar federal, state or local
    laws, regulations, rules or ordinances now or hereafter in effect relating to environmental matters (collectively, the
    “Environmental Laws”); and any other substances, constituents or wastes subject to any applicable federal, state
    or local law, regulation or ordinance, including any Environmental Law now or hereafter in effect, including but not limited
    to petroleum, refined petroleum products, waste oil, waste aviation or motor vehicle fuel, and asbestos.
	 	 	 
	29. SELLER DEFAULT:	 	If Seller defaults in its obligations to sell and convey the Property to Buyer pursuant to this Agreement, Buyer’s sole and exclusive remedy shall be to elect one of the following: (a) to terminate this Agreement, in which event Buyer shall be entitled to the return by Escrow Holder to Buyer of the Deposit, or (b) to bring a suit for specific performance provided that any suit for specific performance must be brought as to the Property within ninety (90) days of Seller's default, Buyer’s waiving the right to bring suit at any later date to the extent permitted by law. This Agreement confers no present right, title or interest in the Property to Buyer and Buyer agrees not to file a lis pendens or other similar notice against the Property except in connection with, and after, the proper filing of a suit for specific performance. In addition to Buyer's remedies as set forth in (a) and (b) above and notwithstanding anything to the contrary in this Addendum or the preprinted portion of the Agreement to the contrary, Buyer shall have the right in the event of Seller’s default to file an action to recover Buyer’s actual due diligence and closing expenses and out of pocket costs in connection with Buyer’s due diligence inspection of the Property in an amount not to exceed, exclusive of attorney’s fees and costs as determined by the court. Notwithstanding the foregoing, if the Seller takes any action to prevent the issuance of the remedy of specific performance and as result of such action by Seller the remedy of specific performance is not available to Buyer, provided Buyer is not in default of its obligations under this Agreement, Buyer shall be entitled to its remedy by seeking damages against Seller, in the amount not to exceed $1,000,000, exclusive of attorney fees and court costs as determined by the court, as well as the right to receive the return of the Deposit then held by Escrow Holder.
	 	 	 
	30. ASSIGNMENT:	 	Notwithstanding anything in Paragraph 1.1 to the contrary, Buyer shall not assign any of its rights, obligations or liabilities hereunder, except that Buyer may assign this Agreement or its rights, obligations or liabilities hereunder to an Assignee provided that such


 


	 	Initials: 	/s/ GC




	 	 	/s/ BAF


 






    	 



    	 



    

  


ADDENDUM TO STANDARD OFFER, AGREEMENT
AND ESCROW INSTRUCTIONS FOR PURCHASE OF REAL PROPERTY DATED FOR REFERENCE PURPOSES ONLY, MARCH 26, 2014 BY AND BETWEEN: SELECTIVE
REAL ESTATE INVESTMENTS, OR ASSIGNEE AS BUYER AND EACO CORPORATION AS SELLER FOR PROPERTY 12460 GLADSTONE AVENUE, SYLMAR, CALIFORNIA.


 


	 	assignment does not have the effect of delaying the Closing in any respect and provided further that such assignment shall not relieve Buyer of any of its obligations under this Agreement.
	 	 
	31. SELLER FUNDED ESCROW ACCOUNTS:	Upon the close of escrow, Escrow Holder is hereby instructed to place the following amounts into an escrow account from the sale proceeds;


 


	 	·	$32,188.71, representing the outstanding Brokerage Fee due CBRE, Inc. (“Tenant’s Broker”), as stated in “Paragraph 8. Brokers”, of the Second Amendment to Standard Industrial Lease dated January 30, 2014, by and between EACO CORPORATION, a Florida corporation (“Landlord”) and THE BOEING COMPANY, a Delaware corporation (“Tenant”).
	 	·	$28,313.46, representing abatement of the Basic Annual Rent for the month of August, 2014, as stated in “Paragraph 3. Basic Annual Rent”, of the Second Amendment to Standard Industrial Lease dated January 30, 2014, by and between EACO CORPORATION, a Florida corporation (“Landlord”) and THE BOEING COMPANY, a Delaware corporation (“Tenant”).
	 	·	$50,000.00 (less any Seller paid amount or any used portion of the allowance) representing Landlord’s Tenant improvement Allowance, as stated in ’‘Paragraph 7. Reimbursement for Improvements”, of the Second Amendment to Standard Industrial Lease dated January 30, 2014, by and between EACO CORPORATION, a Florida corporation (“Landlord”) and THE BOEING COMPANY, a Delaware corporation (“Tenant”).


 


	32. CONCURRENT CLOSING:	Concurrent herewith, Buyer and Seller have entered
    into that certain Standard Offer, Agreement and Escrow Instructions for Purchase of Real Estate (the “12458 Purchase
    Agreement”) pursuant to which Seller has agreed to sell, and Buyer has agreed to purchase, certain improved real
    property having an address of 12458 Gladstone Avenue, Sylmar, California, which property is located adjacent to the Property.
    The closing under the 12458 Purchase Agreement must occur concurrently with the Closing under this Agreement. Buyer shall
    have no right to close under this Agreement without concurrently Closing under the 12458 Agreement. It shall be a condition
    precedent to Seller’s obligation to close under this Agreement that the 12458 Purchase Agreement be in full force and
    effect. As to section 31 in the 12458 Gladstone Addendum, the parties agree that the provisions such sections are for the
    benefit of both Buyer and Seller and that Seller is likewise obligated to sell both properties at the same time to Buyer and
    to close the transactions for the sale of both properties to Buyer at the same time. In this connection, Buyer shall have no
    obligation to purchase either of the two properties unless Seller is able to perform and sell both properties to Buyer at the
    same time at the Expected Closing Date. Any default by a party under this Agreement shall also constitute a default by such
    party under the 12458 Purchase Agreement.
	 	 
	33. CONTINGENCIES:	In addition to the rights of Buyer according to Section 9 of the Agreement, Buyer shall have thirty five (35) days upon the later of: 1) opening of escrow or 2) receipt from Seller of the property reports


 


	 	Initials:	/s/ GC 



	 	 	/s/ BAF


 




    	 



    	 



    

 


ADDENDUM TO STANDARD OFFER, AGREEMENT
AND ESCROW INSTRUCTIONS FOR PURCHASE OF REAL PROPERTY DATED FOR REFERENCE PURPOSES ONLY, MARCH 26, 2014 BY AND BETWEEN: SELECTIVE
REAL ESTATE INVESTMENTS, OR ASSIGNEE AS BUYER AND EACO CORPORATION AS SELLER FOR PROPERTY 12460 GLADSTONE AVENUE, SYLMAR, CALIFORNIA.


 


	 	below stated below to conduct all investigations of the Subject Property (the “Contingency Period”). Seller shall provide Buyer the following property reports:


 


	 	·	Current leases (Originals to be provided at Close of Escrow)
	 	·	Seller’s Property Information Sheet
	 	·	Seller’s Mandatory Disclosure
	 	·	Last three years operating history on Property
	 	·	Copies of vendor contracts and all prior third party reports
	 	·	Any other property reports in Seller’s possession


 


	 	At least five days prior to the expiration of the Contingency Period, Seller shall provide Buyer original Tenant executed Estoppel Certificate. Buyer shall have three business days after receipt to approve or disapprove the Estoppel Certificate in its sole and absolute discretion.


 


CONSULT YOUR ATTORNEY/ADVISORS
- This document has been prepared for approval by your attorney. No representation or recommendation is made by Colliers International
Greater Los Angeles, Inc. or the American Industrial Real Estate Association (A.I.R.), or their agents or employees, regarding
this document or the transaction to which it relates. These are questions for your attorney.


 


On any real estate transaction, it is recommended
that you consult with a professional, such as a civil engineer, industrial hygienist or other person with experience in evaluating
the condition of the property, including the possible presence of asbestos, hazardous materials and underground storage tanks.


 


In addition, please be advised that an
Owner or Tenant of real property may be subject to the Americans with Disabilities Act (the ADA), a Federal law codified at 42
USC Section 12101 et seq. Among other requirements of the ADA that could apply to your property, Title III of the ADA requires
Owners and Tenants of “public accommodations” to remove barriers to access by disabled persons and provide auxiliary
aids and services for hearing, vision or speech impaired persons by January 26, 1992. The regulations under Title III of the ADA
are codified at 28 CFR Part 36.


 


Colliers International Greater Los Angeles,
Inc. recommends that you and your attorney, engineer and/or architect review the ADA and the regulations, and, if appropriate,
your proposed lease agreement, to determine if this law would apply to you, and the nature of the equipment.


 


All other terms and conditions of the above
described lease shall remain unchanged


 


	BUYER:	 	SELLER:
	SELECTIVE REAL ESTATE	 	EACO CORPORATION
	INVESTMENTS OR ASSIGNEE	 	 
	 	 	 
	BY:	/s/ BRIAN FAGAN	 	BY:	/s/ GLEN F. CEILEY
	 	 	 	 	 
	BY:	 	 	BY:	 


 


	 	Initials:	/s/ GC



	 	 	/s/ BAF