Exhibit 10.21


 





THE STREETS OF WEST CHESTER 


9465 CIVIC CENTER BOULEVARD 


WEST CHESTER, OHIO 45069

AGREEMENT OF PURCHASE AND SALE


 


This Agreement, dated
as of January 28, 2014, is between, STREETS OF WEST CHESTER-PHASE II, LLC, a Delaware limited liability company, and RREEF AMERICA
REIT II CORP. CCC, a Maryland corporation (collectively, “Seller”), and AMERICAN REALTY CAPITAL IV, LLC, a Delaware
limited liability company (“Buyer”).


 


ARTICLE I






PURCHASE AND SALE OF
PROPERTY


 


Section 1.1      Sale.


 


Seller agrees to sell
to Buyer, and Buyer agrees to purchase from Seller, subject to the terms, covenants and conditions set forth herein, all of Seller’s
right, title and interest in and to the following property (collectively, the “Property”):


 


(a)      Real
Property. That certain real property commonly known as “The Streets of West Chester,” located at 9465 Civic Center
Boulevard, West Chester, Ohio, as more particularly described in Exhibit A attached hereto and made a part hereof
(the “Land”), together with (1) all improvements located thereon (the “Improvements”), (2)
all rights, benefits, privileges, easements, tenements, hereditaments, rights-of-way and other appurtenances thereon or in any
way appertaining thereto, including all oil, gas and other mineral rights, development rights, air and water rights, and drilling
and irrigation rights, (3) all strips and gores and any land lying in the bed of any street, road or alley, open or proposed, adjoining
such Land, (4) any award made or to be made after the Effective Date (as defined in Section 9.14 below), or settlement in lieu
thereof, for the Property by reason of condemnation, eminent domain or exercise of police power that occurs after the Effective
Date, and (5) all of Seller's right, title and interest in and to all construction, operating and reciprocal easement agreements
affecting the Land or the Improvements (the "REAs") (collectively, the "Real Property");


 


(b)      Leases.
All of the landlord’s interest in and to all of the Leases (as defined in Section 2.1(b) below) of the Real Property, including
Leases entered into after the date of this Agreement as permitted by this Agreement;


 


(c)      Tangible
Personal Property. All of the equipment, machinery, furniture, furnishings, supplies and other tangible personal property,
if any, owned by Seller and now or hereafter located on and used exclusively in the operation, ownership or maintenance of the
Real Property (collectively, the “Tangible Personal Property”), but specifically excluding from the Tangible
Personal Property (1) any items of personal property owned by tenants of the Property, (2) any items of personal property in Seller’s
property management office, if any, located on the Real Property, (3) any items of personal property owned by third parties and
leased to Seller, and (4) proprietary computer software, systems and equipment and related licenses used in connection with the
operation or management of the Property; and


 




    	 



    	 



    

 


(d)      Intangible
Personal Property. To the extent assignable at no material cost to Seller, all intangible personal property, if any, owned
by Seller and related to the Real Property and the Improvements, including, without limitation: any trade names, trademarks, service
marks, and logos associated with the Real Property and the Improvements (specifically including the name "The Streets of West
Chester", but specifically excluding the names "RREEF" and any derivatives thereof); any plans and specifications
and other architectural and engineering drawings for the Improvements; any warranties; any copyrights and intellectual property
relating to the Real Property or Improvements; any Service Contracts (as defined in Section 2.1(b) below) and other contract rights
related to the Property (but only to the extent Seller's obligations thereunder are expressly assumed by Buyer pursuant to the
Assignment of Leases as defined in Section 8.3(a)(3) below); and any governmental permits, land use entitlements, variances, waivers,
permits, approvals and licenses (including any pending applications) (collectively, the "Intangible Personal Property").
To the extent assignable at no material cost to Seller, Seller agrees that it shall use commercially reasonable efforts to have
all non-expired warranties and guaranties relating to the Property assigned to Buyer.


 


Section 1.2       Purchase Price.


 


(a)       The purchase
price of the Property is Forty Million Five Hundred Thousand Dollars ($40,500,000.00) (the “Purchase Price”).


 


(b)      The Purchase
Price shall be paid as follows:


 


(1)   Within
two (2) business days after the execution of this Agreement, Buyer shall deposit in escrow with Chicago Title Insurance Company,
10 S. LaSalle Street, Chicago, Illinois 60603; Attention: Linda Tyrrell (the “Title Company”) cash or other
immediately available funds in the amount of Four Hundred Twenty-Five Thousand Dollars ($425,000.00) (the “Initial Deposit”).
If Buyer exercises the Extension Option as provided in Section 8.2 below, Buyer shall deposit an additional Four Hundred Twenty-Five
Thousand Dollars ($425,000.00) with the Title Company within two (2) business days after Buyer’s exercise of the Extension
Option (the “Additional Deposit” and together with the Initial Deposit, collectively, the “Deposit”).
The Deposit is non-refundable except as otherwise explicitly provided herein.


 


The Deposit shall be
held in an interest bearing account upon receipt of a W-9 from Buyer and all interest thereon, less investment fees, if any, shall
be deemed a part of the Deposit. If the sale of the Property as contemplated hereunder is consummated, then the Deposit shall be
paid to Seller at the Closing (as defined in Section 1.2(b)(2) below) and credited against the Purchase Price. If
the sale of the Property is not consummated due to Seller’s default hereunder, OR SELLER OTHERWISE DEFAULTS IN THE PERFORMANCE
OF ITS OBLIGATIONS HEREUNDER, then Buyer may elect, as Buyer’s sole and exclusive remedy, EITHER TO: (1) terminate this Agreement
and receive a refund of the Deposit, AND SELLER SHALL REIMBURSE BUYER FOR ALL REASONABLE OUT-OF-POCKET COSTS AND EXPENSES INCURRED
IN CONNECTION WITH THE PROPERTY AND THIS AGREEMENT, NOT TO EXCEED One hundred THOUSAND DOLLARS ($100,000.00) in which event neither
party shall 


 




    	 



    	 



    

 


have
any further rights or obligations hereunder except as provided in Sections 6.1, 9.3 and 9.9 below, or (2) enforce specific performance
of this Agreement. Notwithstanding anything to the contrary contained herein, Buyer’s recoveries under Sections 1.2(B)(1),
3.2 AND 4.1(d) of this Agreement shall never exceed the aggregate amount of one hundred Thousand Dollars ($100,000.00).
 Buyer
shall not have any other rights or remedies hereunder as a result of any default by Seller prior to Closing, and Buyer hereby waives
any other such remedy as a result of a default hereunder by Seller. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY,
IF SELLER INTENTIONALLY DEFAULTS OR FAILS TO CONVEY TITLE TO THE PROPERTY TO BUYER IN ACCORDANCE WITH THIS AGREEMENT BECAUSE SELLER
CONVEYED SUCH TITLE TO A THIRD PARTY IN INTENTIONAL BREACH OF THE TERMS HEREOF, AND SPECIFIC PERFORMANCE IS NOT AVAILABLE TO BUYER,
BUYER SHALL HAVE THE RIGHT TO SEEK AND ENFORCE ALL LEGAL AND EQUITABLE REMEDIES; PROVIDED, HOWEVER, THAT SELLER’S LIABILITY
SHALL IN ALL CASES BE SUBJECT TO THE LIMITATIONS CONTAINED IN SECTION 9.19 HEREOF. IF THE SALE IS NOT CONSUMMATED DUE TO ANY
DEFAULT BY BUYER HEREUNDER, THEN SELLER SHALL RETAIN THE DEPOSIT AS LIQUIDATED DAMAGES AS ITS SOLE AND EXCLUSIVE REMEDY. THE PARTIES
HAVE AGREED THAT SELLER’S ACTUAL DAMAGES, IN THE EVENT OF A FAILURE TO CONSUMMATE THIS SALE DUE TO BUYER’S DEFAULT
PRIOR TO CLOSING, WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. AFTER NEGOTIATION, THE PARTIES HAVE AGREED THAT,
CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, THE AMOUNT OF THE DEPOSIT IS A REASONABLE ESTIMATE OF
THE DAMAGES THAT SELLER WOULD INCUR IN SUCH EVENT. BY PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY
OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE TIME THIS AGREEMENT
WAS MADE, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION. THE FOREGOING IS NOT INTENDED TO LIMIT BUYER’S OBLIGATIONS
UNDER SECTIONS 6.1, 9.3 AND 9.9.


 


INITIALS:                       SELLER ________BUYER
________


 


(2)   The balance
of the Purchase Price (plus or minus the prorations pursuant to Section 8.5 hereof) shall be paid to Seller in cash or by wire
transfer of other immediately available funds at the consummation of the purchase and sale contemplated hereunder (the “Closing”).


 


(3)   At Buyer's
sole election, the Deposit may be invested on behalf of Buyer; provided that any direction to the Title Company for such investment
shall be expressed in writing, and also provided that the Title Company is in receipt of the taxpayer's identification number and
investment forms as may be required by the Title Company. The Title Company will, upon request, furnish information concerning
its procedures and fee schedules for


 




    	 



    	 



    

 


investment. In the event
that the Title Company is requested to invest deposits hereunder, the Title Company is not responsible for any loss of principal
or interest which may be incurred as a result of making the investments or redeeming said investment for the purposes of this Agreement.


 


(4)   Except
as to deposits of funds for which the Title Company has received express written direction concerning investment or other handling,
the parties hereto direct the Title Company NOT to invest any funds deposited by the parties under the terms of this Agreement
and waive any rights which they may have under Section 2-8 of the Corporate Fiduciary Act (205 ILCS 620/2-8) to receive interest
on funds deposited hereunder, In the absence of an authorized direction to invest funds, the parties hereto agree that the Title
Company shall be under no duty to invest or reinvest any such funds at any time held by it hereunder; and, further, that Title
Company may commingle such funds with other deposits or with its own funds in the manner provided for the administration of funds
under said Section 2-8 and may use any part or all of such funds for its own benefit without obligation to any party for interest
or earnings derived thereby, if any. Provided, however, nothing herein shall diminish Title Company’s obligation to apply
the full amount of such funds in accordance with the terms of this Agreement.


 


(5)   The parties
also hereby authorize and direct the Title Company to accept, comply with, and obey any and all writs, orders, judgments or decrees
entered or issued by any court with jurisdiction, and in case the Title Company obeys or complies with any such writ, order, judgment
or decree of any court, it shall not be liable to any of the parties hereto or any other person, by reason of such compliance,
notwithstanding any such writ, order, judgment or decree being subsequently reversed, modified, annulled, set aside or vacated.
In case the Title Company is made a party defendant to any suit or proceedings regarding this Agreement, the undersigned, for themselves,
their successors, and assigns, jointly and severally, agree to pay to Title Company, upon written demand, all out of pocket costs,
reasonable attorneys' fees, and expenses incurred with respect thereto. The Title Company shall have a lien on the Deposit for
any and all such costs, fees and expenses. If said costs, fees and expenses are not paid, then the Title Company shall have the
right to reimburse itself out of the Deposit.


 


ARTICLE II



CONDITIONS


 


Section 2.1      Buyer’s Conditions
Precedent.


 


Subject to the provisions
of Section 9.3 hereof, Seller has provided and, for so long as this Agreement remains in effect (but subject to the terms hereof),
shall provide Buyer and its consultants and other agents and representatives with access to the Property to perform Buyer’s
inspections and review and determine the present condition of the Property. Seller has delivered or made available to Buyer at
Seller’s offices or at the Real Property, or shall within the Delivery Period (as defined below) deliver or make available
to Buyer at Seller’s offices or at the Real Property, copies of all Due Diligence Materials (as defined in Section 2.2 below)
in Seller’s possession, except as otherwise specifically provided herein. Notwithstanding anything to the contrary contained
herein, the Due Diligence Materials shall expressly exclude (i) those portions


 




    	 



    	 



    

 


of the Due Diligence
Materials that would disclose Seller’s cost of acquisition of the Real Property, or cost of construction of the Improvements
and related soft costs, or any estimates of costs to repair, replace, remediate or maintain the Real Property (except to the extent
publicly available), (ii) any reports, presentations, summaries and the like prepared for any of Seller’s boards, committees,
partners or investors in connection with its consideration of the acquisition of the Real Property, construction of the Improvements
or sale of the Property, provided that all environmental reports shall be deemed Due Diligence Materials (iii) any proposals, letters
of intent, draft contracts or the like prepared by or for other prospective purchasers of the Property or any part thereof, (iv)
Seller’s internal memoranda, attorney-client privileged materials, internal appraisals, structural or physical inspection
reports, and (v) any information which is the subject of a confidentiality agreement between Seller and a third party other than
Leases and Service Contracts (each as defined below) (the items described in clauses (i), (ii) (iii), (iv) and (v) being collectively
referred to as the “Confidential Information”). In the event any documents, instruments, agreements or other
information (collectively, the “Excluded Information”) are excluded from the Due Diligence Materials as a result
of the application by Seller of the provisions of clause (v) of Section 2.1 above, Seller hereby represents and warrants that to
Seller’s knowledge (i) nothing in the Excluded Information does or could prevent Seller from performing each and all of Seller’s
obligations under this Agreement in accordance with the terms of this Agreement and (ii) no document, instrument or agreement constituting
part of the Excluded Information does or will encumber the Property or create any obligation or restriction that would be applicable
to the Property or the ownership or operation thereof by Buyer. The “Delivery Period”
shall mean the period which ends five (5) days after the Effective Date. Buyer’s obligation to purchase the Property is conditioned
upon Buyer’s review and approval of the following, within the applicable time periods described in Sections 2.2 and 4.1 hereof:


 


(a)     Title to
the Property and survey matters in accordance with Article IV below.


 


(b)     The Due
Diligence Materials, including, but not limited to, all tenant leases, any guaranties thereof and any other occupancy agreements,
and all amendments and modifications thereof (collectively, the “Leases”) affecting the Property, including
all Leases identified on Exhibit B attached hereto, and of all contracts pertaining to the operation of the Property, including
all management, leasing, service and maintenance agreements, and equipment leases (collectively, the “Service Contracts”).


 


(c)     The physical
condition of the Property.


 


(d)     The zoning,
land use, building, environmental and other statutes, rules, or regulations applicable to the Property and the environmental condition
of the Property.


 


(e)     The tenant
correspondence files, operating statements and books and records pertaining to the operation of the Property in each case for each
of the three (3) most recent years during which the Property has been owned by Seller and for the current year (to the extent available),
current real estate tax bills, any warranties, licenses, permits, certificates of occupancy, plans and specifications, and any
current rent roll, current accounts receivable schedule and list of Tangible Personal Property in such form as Seller shall have
in its possession


 




    	 



    	 



    

 


for the Property, and
other agreements or documents pertaining to the Property which will be binding on Buyer after Closing.


 


(f)      Any other
matters Buyer deems relevant to the Property.


 


Section 2.2      Contingency Period.


 


Buyer shall have until
March 4, 2014 (such period being referred to herein as the “Contingency Period”) to review and approve only
the matters described in Sections 2.1(a)-(f) above (subject to the provisions of Section 4.1 below as to title and survey matters)
in Buyer’s sole discretion. If Buyer determines to proceed with the purchase of the Property, then Buyer shall, before the
end of the Contingency Period, so notify Seller in writing (the “Approval Notice”), in which case Buyer shall
be deemed to have approved all of the matters described in Sections 2.1(a)-(f) above (subject to the provisions of Section 4.1
below as to title and survey matters), including, without limitation, all documents, Service Contracts and other contracts, agreements,
Leases, reports and other items and materials related to the Property prepared by or on behalf of Seller (collectively, the “Due
Diligence Materials”), and the Deposit shall become nonrefundable except as expressly provided herein. If before the
end of the Contingency Period Buyer gives written notice to Seller that Buyer has elected to terminate this Agreement, or if Buyer
fails to give Seller the Approval Notice, then Buyer shall be deemed to have elected to terminate this Agreement, the Deposit shall
be immediately returned to Buyer, and neither party shall have any further rights or obligations hereunder except as provided in
Sections 6.1, 9.3 and 9.9 below. Concurrently with the execution of this Agreement, Buyer has delivered to the Title Company the
sum of One Hundred and No/100 Dollars ($100.00) (such $100.00 being referred to herein as the "Independent Consideration"),
which amount shall be delivered to Seller as valuable consideration for the Contingency Period described above and the execution
of this Agreement by Seller.


 


ARTICLE III



BUYER’S EXAMINATION


 


Section 3.1      Representations and Warranties
of Seller.


 


Subject to the disclosures
contained in Schedule 1 attached hereto and made a part hereof (the “Disclosure Items”), and matters
contained in the Due Diligence Materials, each Seller hereby makes the following representations and warranties as to itself (but
not with respect to the other Seller) and with respect to the Property. Notwithstanding anything to the contrary contained herein
or in any document delivered in connection herewith, Seller shall have no liability with respect to the Disclosure Items.


 


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


 




    	 



    	 



    

 


(b)      Seller
is not a “foreign person” as defined in Section 1445 of the Internal Revenue Code of 1986, as amended (the “Code”)
and any related regulations.


 


(c)      (i) This
Agreement has been, and all documents executed by Seller which are to be delivered to Buyer or the Title Company at Closing will
be, duly authorized, executed and delivered by Seller, and (ii) this Agreement does not and such other documents will not violate
any provision of any agreement or judicial order to which Seller is a party or to which Seller or, to the best of Seller’s
knowledge, the Property is subject.


 


(d)      The only
Leases in force for the Property are set forth in the tenant list (the "Tenant List") attached hereto as Exhibit
B and made a part hereof and Seller has received no written notice of any default by Seller with respect to such Leases
which has not been cured. Each of the Leases in the Due Diligence Materials are true and correct copies of the applicable Lease.


 


(e)      To the
best of Seller's knowledge, the only Service Contracts in effect for the Property are set forth in a list of Service Contracts
attached hereto as Exhibit G and made a part hereof. All amounts due and payable by Seller under the REAs and Service
Contracts have been paid and Seller has not received written notice of default under any of the REAs or any of the Service Contracts.


 


(f)      To the
best of Seller’s knowledge, there is no litigation or governmental proceeding (including, but not limited to any condemnation
proceeding) pending or threatened with respect to the Property, or with respect to Seller which impairs Seller’s ability
to perform its obligations under this Agreement, except for any personal injury or property damage action for which there is adequate
insurance coverage and which is disclosed on Schedule 1.


 


(g)      To the
best of Seller’s knowledge, Seller has received no written notice from any governmental authority of any violation of any
law applicable to the Property (including, without limitation, any Environmental Law as defined in Section 3.6(a)(2) below) that
has not been corrected.


 


(h)     To the
best of Seller’s knowledge, all of the Due Diligence Materials delivered or made available by Seller to Buyer in connection
with the Property are true and complete copies of such items in Seller’s possession which are used by Seller in the operation
of the Property.


 


(i)      Seller
has been duly organized, is validly existing, and is in good standing in the state in which it was formed, and, if so required
to, is qualified to do business in the state in which the Real Property is located.


 


(j)      Seller
has not received any written notices of violations of any applicable ordinances, regulations, or other laws with respect to the
Property (including, without limitation, any Environmental Law), and, to the best of Seller's knowledge, no such violations currently
exist.


 


(k)      Seller
is not, and shall not become, a person or entity with whom U.S. persons or entities are restricted from doing business under regulations
of the Office of Foreign


 




    	 



    	 



    

 


Asset Control ("OFAC")
of the Department of the Treasury (including those named on OFAC's Specially Designated and Blocked Persons list) or under any
statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions With
Persons Who Commit, threaten to Commit, or Support Terrorism), or other governmental action (such person sand entities being "Prohibited
Persons").


 


(l)      To the
best of Seller’s knowledge, on the Closing Date, there will be no contracts for the management of the Premises, or any contracts,
collective bargaining agreements or commitments of any kind with any employees of the Seller or with any labor organization which
will be binding on or create any obligations upon the Property, or upon Buyer.


 


(m)    Seller
is not a “plan” which is subject to nor a “fiduciary” of any such “plan” nor an entity a holding
“plan assets” of any such “plan” (as those terms are defined under ERISA (as defined below)) nor an entity
whose assets are deemed to be “plan assets” under ERISA. Buyer shall not have any obligation to close the transaction
contemplated by this Agreement if the transaction for any reason constitutes a prohibited transaction under ERISA or if Seller’s
representation is found to be false or misleading in any respect. As used herein, the term “ERISA” means the Employee
Retirement Income Security Act of 1974, as amended, and its applicable regulations as issued by the Department of Labor and the
Internal Revenue Service.


 


(n)     To the
best of Seller’s knowledge, Seller has not received any written notice of any governmental action, proceeding, litigation
or investigation pending or threatened against Seller or the Property, that arises out of Seller’s ownership of the Property.


 


(o)      There are
no options to purchase or rights of first refusal affecting or relating to the Property (other than possible rights of first refusal
for tenant expansion space as may be contained in any Lease).


 


(p)      Except
as may otherwise be disclosed by Seller to Buyer as part of the Due Diligence Materials to be supplied by Seller to Buyer, no construction
agreements, contracts or plans or any agreements, contract or plans relating to any capital expenditures or repairs relating to
the Property have been entered into on behalf of Seller that remain to be completed. Seller has not entered into any undertakings
or commitments with any governmental authority which require the payment of money or the performance of any duty in connection
with the ownership of the Property. Seller has not received any written notice from any governmental authority having jurisdiction
over the Property or from any other person of and, to Seller's knowledge, there does not exist any other obligation to any such
governmental authority for the performance of any capital improvements or other work to be performed by Seller in or about the
Property or donations of monies or land (other than general real estate taxes) which has not been completely performed and paid
for.


 


Each of the representations
and warranties of Seller contained in this Section 3.1: (1) shall be true in all material respects as of the date of Closing,
subject in each case to (A) any Exception Matters (as defined below), (B) the Disclosure Items, and (C) other matters expressly
permitted in this Agreement or otherwise specifically approved in writing; and (2) shall survive the Closing as provided in Section
3.3 below.


 




    	 



    	 



    

 


Section 3.2       No Liability for Exception
Matters.


 


As used herein, the
term “Exception Matter” shall refer to a matter which would make a representation or warranty of Seller contained
in this Agreement untrue or incorrect and which is disclosed to Buyer in the Due Diligence Materials, the Disclosure Items, or
is currently a matter of public record, or is otherwise discovered by Buyer before the Closing, including, without limitation,
matters disclosed in any tenant estoppel certificate or from interviews with tenants, property managers or any other person. If
Buyer first obtains knowledge of any Exception Matter after the Effective Date and prior to Closing and such Exception Matter was
not contained in the Due Diligence Materials or the Disclosure Items, Buyer’s sole remedy shall be to terminate this Agreement
on the basis thereof, upon written notice to Seller within the earlier of (a) five (5) business days following Buyer’s discovery
of such Exception Matter or (b) the Closing, whichever occurs first, in which event the Deposit shall be returned to Buyer, unless
within five (5) days after receipt of such notice or by the Closing, as the case may be, Seller notifies Buyer in writing that
it elects to attempt to cure or remedy such Exception Matter, in which event there shall be no return of the Deposit unless and
until Seller is unable to so cure or remedy within the time period set forth below. Notwithstanding anything to the contrary contained
herein, if an Exception Matter arises out of an intentional breach of this Agreement by Seller (including, without limitation,
an intentional breach by Seller of a representation and warranty of Seller set forth in this Agreement), the Deposit shall be returned
to Buyer and Seller shall reimburse Buyer for all of Buyer’s reasonable out-of-pocket costs and expenses in connection with
this Agreement and the Property, not to exceed One Hundred Thousand Dollars ($100,000.00). Seller shall be entitled to extend the
Closing Date (as defined in Section 8.2 below) for up to fifteen (15) business days in order to attempt to cure or remedy any Exception
Matter. Buyer’s failure to give notice within five (5) business days after it has obtained knowledge of an Exception Matter
shall be deemed a waiver by Buyer of such Exception Matter. Seller shall have no obligation to cure or remedy any Exception Matter,
even if Seller has notified Buyer of Seller’s election to attempt to cure or remedy any Exception Matter (except as specifically
provided in Section 4.1(c) hereof), and, subject to Buyer’s right to terminate this Agreement as set forth above, Seller
shall have no liability whatsoever to Buyer with respect to any Exception Matters. Upon any termination of this Agreement, neither
party shall have any further rights nor obligations hereunder, except as provided in Sections 6.1, 9.3 and 9.9 below. If Buyer
obtains knowledge of any Exception Matter before the Closing, but nonetheless elects to proceed with the acquisition of the Property,
Seller shall have no liability with respect to such Exception Matter, notwithstanding any contrary provision, covenant, representation
or warranty contained in this Agreement or in any Other Documents (as defined in Section 9.19 below).


 


Section 3.3       Survival of Seller’s
Representations and Warranties of Sale.


 


The representations
and warranties of Seller contained herein in any Other Documents shall survive for a period of nine (9) months after the Closing.
Any claim which Buyer may have against Seller for a breach of any such representation or warranty, whether such breach is known
or unknown, which is not specifically asserted by written notice to Seller within such nine (9) month period shall not be valid
or effective, and Seller shall have no liability with respect thereto.


 




    	 



    	 



    

 


Section 3.4      Seller’s Knowledge.


 


For purposes of this
Agreement and any document delivered at Closing, whenever the phrase “to the best of Seller’s knowledge”
or the “knowledge” of Seller or words of similar import are used, they shall be deemed to mean and are limited
to the current actual knowledge only of Jim Toney and Kelly Shiffer, at the times indicated only, and not any implied, imputed
or constructive knowledge of such individual(s) or of Seller or any Seller Related Parties (as defined in Section 3.7 below), and
without any independent investigation or inquiry having been made or any implied duty to investigate, make any inquiries or review
the Due Diligence Materials. Furthermore, it is understood and agreed that such individual(s) shall have no personal liability
in any manner whatsoever hereunder or otherwise related to the transactions contemplated hereby.


 


Section 3.5      Representations and Warranties
of Buyer.


 


Buyer represents and
warrants to Seller as follows:


 


(a)      This Agreement
and all documents executed by Buyer which are to be delivered to Seller at Closing do not and at the time of Closing will not violate
any provision of any agreement or judicial order to which Buyer is a party or to which Buyer is subject.


 


(b)      Buyer has
not (i) made a general assignment for the benefit of creditors, (ii) filed any voluntary petition in bankruptcy or suffered the
filing of any involuntary petition by Buyer’s creditors, (iii) suffered the appointment of a receiver to take possession
of all, or substantially all, of Buyer’s assets, (iv) suffered the attachment or other judicial seizure of all, or substantially
all, of Buyer’s assets, (v) admitted in writing its inability to pay its debts as they come due, or (vi) made an offer of
settlement, extension or composition to its creditors generally.


 


(c)      Buyer has
been duly organized, is validly existing and is in good standing in the state in which it was formed, and, if required to do so,
is qualified to do business in the state in which the Real Property is located. This Agreement has been, and all documents executed
by Buyer which are to be delivered to Seller at Closing will be, duly authorized, executed and delivered by Buyer.


 


(d)      Buyer is
purchasing the Property as investment rental property, and not for Buyer’s own operations or use.


 


(e)      Buyer is
not a “plan” which is subject to nor a “fiduciary” of any such “plan” nor an entity a holding
“plan assets” of any such “plan” (as those terms are defined under ERISA) nor an entity whose assets are
deemed to be “plan assets” under ERISA. Seller shall not have any obligation to close the transaction contemplated
by this Agreement if the transaction for any reason constitutes a prohibited transaction under ERISA or if Buyer’s representation
is found to be false or misleading in any respect.


 


(f)      Other than
Seller’s Broker (as defined in Section 6.1 below) and other than consultants contacted by Buyer ("Buyer's Consultants")
(which Buyer shall be obligated to pay and which Seller shall have no obligation to pay), Buyer has had no contact with any broker
or finder with respect to the Property.


 




    	 



    	 



    

 


(g)     To Buyer's
knowledge, Buyer is in compliance with all laws, statutes, rules and regulations or any federal, state or local governmental authority
in the United States of America applicable to Buyer and all beneficial owners of Buyer, including, without limitation, the requirements
of Executive Order No. 133224, 66 Fed Reg. 49079 (September 25, 2001) (the “Order”) and other similar requirements
contained in the rules and regulations of the OFAC and in any enabling legislation or other Executive Orders in respect thereof
(the Order and such other rules, regulations, legislation, or orders are collectively called the “Orders”).
Neither Buyer nor, to Buyer’s knowledge, any beneficial owner of Buyer:


 


(1)     is listed
on the Specially Designated Nationals and Blocked Persons List maintained by OFAC pursuant to the Order and/or on any other list
of terrorists or terrorist organizations maintained pursuant to any of the rules and regulations of OFAC or pursuant to any other
applicable Orders (such lists are collectively referred to as the “Lists”);


 


(2)     has been
determined by competent authority to be subject to the prohibitions contained in the Orders;


 


(3)     is owned
or controlled by, nor acts for or on behalf of, any person or entity on the Lists or any other person or entity who has been determined
by competent authority to be subject to the prohibitions contained in the Orders; or


 


(4)     shall
transfer or permit the transfer of any interest in Buyer or any beneficial owner in Buyer to any person who is or whose beneficial
owners are listed on the Lists.


 


Each of the representations and warranties
of Buyer contained in this Section shall be deemed remade by Buyer as of the Closing and shall survive the Closing for a period
of nine (9) months.


 


Section 3.6      Buyer’s Independent
Investigation.


 


(a)      By Buyer
electing to proceed under Section 2.2, Buyer will be deemed to have acknowledged and agreed that it has been given a full opportunity
to inspect and investigate each and every aspect of the Property as of the end of the Contingency Period, either independently
or through agents of Buyer’s choosing, including, without limitation:


 


(1)     All matters
relating to title and survey, together with all governmental and other legal requirements such as taxes, assessments, zoning, use
permit requirements and building codes.


 


(2)     The physical
condition and aspects of the Property, including, without limitation, the interior, the exterior, the square footage within the
improvements on the Real Property and within each tenant space therein, the structure, seismic aspects of the Property, the foundation,
roof, paving, parking facilities, utilities, and all other physical and functional aspects of the Property. Such examination of
the physical condition of the Property shall include an examination for the presence or absence of Hazardous Materials, as defined
below, which shall be performed or arranged by Buyer (subject to the provisions of Section 9.3 hereof) at Buyer’s sole expense.
For purposes of this Agreement, “Hazardous Materials” shall mean inflammable explosives, radioactive materials,
asbestos, asbestos–containing materials,


 




    	 



    	 



    

 


polychlorinated biphenyls,
lead, lead-based paint, radon, under and/or above ground tanks, hazardous materials, hazardous wastes, hazardous substances, oil,
or related materials, which are listed or regulated in the Comprehensive Environmental Response, Compensation and Liability Act
of 1980, as amended (42 U.S.C. Sections 6901, et seq.), the Resources Conservation and Recovery Act of 1976 (42 U.S.C.
Section 6901, et seq.), the Clean Water Act (33 U.S.C. Section 1251, et seq.), the Safe Drinking Water
Act (14 U.S.C. Section 1401, et seq.), the Hazardous Materials Transportation Act (49 U.S.C. Section 1801, et
seq.), and the Toxic Substance Control Act (15 U.S.C. Section 2601, et seq.), and any other applicable federal,
state or local laws (collectively, “Environmental Laws”).


 


(3)     Any easements
and/or access rights affecting the Property.


 


(4)     The Leases
and all matters in connection therewith, including, without limitation, the ability of the tenants to pay the rent and the economic
viability of the tenants.


 


(5)     The Service
Contracts and any other documents or agreements of significance affecting the Property.


 


(6)     All other
matters of material significance affecting the Property, including, but not limited to, the Due Diligence Materials.


 


(b)     Except
as expressly stated in this Agreement and in the documents to be delivered by Seller to Buyer at the Closing, Seller makes no representation
or warranty as to the truth, accuracy or completeness of any materials, data or information delivered by Seller to Buyer in connection
with the transaction contemplated hereby. Buyer acknowledges and agrees that all materials, data and information delivered by Seller
to Buyer in connection with the transaction contemplated hereby are provided to Buyer as a convenience only and that any reliance
on or use of such materials, data or information by Buyer shall be at the sole risk of Buyer, except as otherwise expressly stated
in this Agreement. Without limiting the generality of the foregoing provisions, Buyer acknowledges and agrees that (a) any environmental
or other report with respect to the Property which is delivered by Seller to Buyer shall be for general informational purposes
only, (b) Buyer shall not have any right to rely on any such report delivered by Seller to Buyer, but rather will rely on its own
inspections and investigations of the Property and any reports commissioned by Buyer with respect thereto, (c) neither Seller,
any affiliate of Seller nor the person or entity which prepared any such report delivered by Seller to Buyer shall have any liability
to Buyer for any inaccuracy in or omission from any such report and (d) unless explicitly required to be delivered as a Due Diligence
Material pursuant to this Agreement, the failure to deliver any report as to the environmental or other condition of the Property,
including any proposal for work at the Property which was not performed by Seller, shall not be actionable by Buyer under this
Agreement or otherwise.


 


(c)     EXCEPT
AS EXPRESSLY SET FORTH IN SECTION 3.1 ABOVE AND ELSEWHERE IN THIS AGREEMENT, BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT SELLER
IS SELLING AND BUYER IS PURCHASING THE PROPERTY ON AN “AS IS WITH ALL FAULTS” BASIS AND THAT BUYER IS NOT RELYING ON
ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND


 




    	 



    	 



    

 


WHATSOEVER, EXPRESS OR
IMPLIED, FROM SELLER, ANY SELLER RELATED PARTIES, OR THEIR AGENTS OR BROKERS, OR ANY OTHER PERSON ACTING OR PURPORTING TO ACT ON
BEHALF OF SELLER AS TO ANY MATTERS CONCERNING THE PROPERTY, INCLUDING WITHOUT LIMITATION: (i) the quality, nature, adequacy
and physical condition and aspects of the Property, including, but not limited to, the structural elements, seismic aspects of
the Property, foundation, roof, appurtenances, access, landscaping, parking facilities and the electrical, mechanical, HVAC, plumbing,
sewage, and utility systems, facilities and appliances, the square footage within the improvements on the Real Property and within
each tenant space therein, (ii) the quality, nature, adequacy, and physical condition of soils, geology and any groundwater,
(iii) the existence, quality, nature, adequacy and physical condition of utilities serving the Property, (iv) the development
potential of the Property, and the Property’s use, habitability, merchantability, or fitness, suitability, value or adequacy
of the Property for any particular purpose, (v) the zoning or other legal status of the Property or any other public or private
restrictions on use of the Property, (vi) the compliance of the Property or its operation with any applicable codes, laws,
regulations, statutes, ordinances, covenants, conditions and restrictions of any governmental or quasi-governmental entity or of
any other person or entity, (vii) the presence of Hazardous Materials on, under or about the Property or the adjoining or
neighboring property, (viii) the quality of any labor and materials used in any improvements on the Real Property, (ix) the
condition of title to the Property, (x) the Leases, Service Contracts, or other documents or agreements affecting the Property,
or any information contained in any rent roll furnished to Buyer for the Property, (xi) the value, economics of the operation
or income potential of the Property, or (xii) any other fact or condition which may affect the Property, including without
limitation, the physical condition, value, economics of operation or income potential of the Property. In addition, Seller shall
have no legal obligation to apprise Buyer regarding any event or other matter involving the Property which occurs after the Effective
Date or to otherwise update the Due Diligence Items, unless and until an event or other matter occurs which would cause any representation
or warranty of Seller in this Agreement to be untrue or misleading, or would cause Seller to be unable to remake any of its representations
or warranties contained in this Agreement.


 


Section 3.7      Release.


 


Without limiting the
above, and subject to the representations and warranties of Seller contained in Section 3.1 hereof, and subject to Seller’s
other express representations, warranties or covenants in this Agreement and in the documents to be delivered by Seller to Buyer
at the Closing, Buyer on behalf of itself and its successors and assigns waives its right to recover from, and forever releases
and discharges, Seller, Seller’s affiliates, Seller’s investment advisor, the partners, trustees, beneficiaries, shareholders,
members, managers, directors, officers, employees and agents and representatives of each of them, and their respective heirs, successors,
personal representatives and assigns (collectively, the “Seller Related Parties”), from any and all demands,
claims, legal or administrative proceedings, losses, liabilities, damages, penalties, fines, liens, judgments, costs or expenses
whatsoever (including, without limitation, court costs and attorneys’ fees and disbursements), whether direct or indirect,
known or unknown, foreseen or unforeseen, that may arise on account of or in any way be connected with (i) the physical condition
of the Property including, without limitation, all structural and seismic elements, all mechanical, electrical, plumbing, sewage,
heating, ventilating, air conditioning and other systems, the environmental condition of the Property and the presence of Hazardous
Materials


 




    	 



    	 



    

 


on, under or about the
Property, or (ii) any law or regulation applicable to the Property, including, without limitation, any Environmental Law and
any other federal, state or local law.


 


Section 3.8      Survival.


 


The provisions of this
Article III shall survive the Closing, subject to the limitations and qualifications contained in such provisions and in Sections
9.11 and 9.19 hereof.


 


ARTICLE IV



TITLE


 


Section 4.1      Conditions of Title.


 


(a)     Upon execution
of this Agreement, Seller shall order an updated preliminary title report or commitment (the “Title Report”)
from the Title Company, which shall be delivered to Buyer, together with copies of all underlying documents relating to title exceptions
referred to therein, promptly upon Seller’s receipt thereof, but in no event later than ten (10) days after the Effective
Date. Seller shall also furnish to Buyer within the Delivery Period any existing survey of the Property in Seller’s possession.
Seller shall cause to be prepared and delivered to Buyer a survey of the Property (the “Survey”) prepared and
certified to the Title Company, Buyer and Seller as to all matters shown thereon by a surveyor licensed in the state where the
Land is located and otherwise acceptable to Buyer, which Survey shall be prepared in accordance with the 2011 Minimum Standard
Detail Requirements for ALTA/ACSM Land Title Surveys, jointly established and adopted by ALTA and NSPS, and includes Items 1, 2,
3, 4, 6(a), 7(a), 7(b)(1), 7(c), 8, 9, 11(a), 13, 14, 16, 17, 18, 19, 20(a) and 21 of Table A thereof (the “Approved Table
A Items”).


 


(b)      Within
five (5) business days after Buyer’s receipt of the Title Report and Survey (the “Title Review Date”),
Buyer shall furnish Seller with a written statement of objections, if any, to the title to the Property, including, without limitation,
any objections to any matter shown on the Survey (collectively, “Objections”). Within two (2) business days
after Buyer’s receipt of the Title Report and Survey, Buyer shall give Seller written notice that it has received such items,
and such notice shall state the date that shall be deemed to be the Title Review Date pursuant to the preceding sentence. In the
event the Title Company amends or updates the Title Report after the Title Review Date, which includes copies of any new title
exceptions or modifications to existing title exceptions (each, a “Title Report Update”), Buyer shall furnish
Seller with a written statement of Objections to any matter first raised in a Title Report Update within three (3) business days
after its receipt of such Title Report Update (each, a “Title Update Review Period”). Should Buyer fail to notify
Seller in writing of any Objections in the Title Report prior to the Title Review Date, or to any matter first disclosed in a Title
Report Update prior to the Title Update Review Period, as applicable, Buyer shall be deemed to have approved such matters which
shall be considered to be “Conditions of Title” as defined in Section 4.1(e) below.


 


(c)      If Seller
receives a timely Objection in accordance with Section 4.1(b) (“Buyer’s Notice”), Seller shall have the
right, but not the obligation, within five (5) business


 




    	 



    	 



    

 


days after receipt of
Buyer’s Notice (“Seller’s Response Period”), to elect to attempt to cure any such matter upon written
notice to Buyer (“Seller’s Response”), and may extend the Closing Date for up to fifteen (15) business
days to allow such cure by written notice to Buyer delivered no later than the date that is ten (10) days prior to the Closing
Date. If Seller does not give any Seller’s Response, Seller shall be deemed to have elected not to attempt to cure any such
matters. Notwithstanding the foregoing, Seller shall in any event be obligated to cure all of the following matters or items on
or prior to the Closing (i)  monetary liens voluntarily placed on the Property by Seller, including, without limitation, the
liens of any deeds of trust or other loan documents secured by the Property, (ii) real estate tax liens, other than liens for taxes
and assessments not yet delinquent as of the Closing Date, (iii) matters that have been voluntarily placed against the Property
by Seller (and not tenants of the Property or other third parties) after the date of this Agreement and that are not otherwise
permitted pursuant to the provisions hereof, and (iv) third-party mechanics’ liens encumbering the Property and arising out
of contracts between Seller and a contractor. At the Closing, Seller shall be entitled to apply the Purchase Price towards the
payment or satisfaction of such liens.


 


(d)      If Seller
elects (or is deemed to have elected) not to attempt to cure any Objections raised in any Buyer's Notice timely delivered by Buyer
to Seller pursuant to Section 4.1(b), or if Seller notifies Buyer that it elects to attempt to cure any such Objection but then
does not for any reason effect such cure on or before the Closing Date as it may be extended hereunder, then Buyer, as its sole
and exclusive remedy, shall have the option of terminating this Agreement by delivering written notice thereof to Seller on or
before the later to occur of (1) the date of expiration of the Contingency Period and (2) the date that is three (3) business days
after (as applicable) (i) its receipt of Seller's Response stating that Seller will not attempt to cure any such Objection
or (ii) the expiration of Seller's Response Period if Seller does not deliver a Seller's Response or (iii) Seller's failure
to cure by the Closing Date (as it may be extended hereunder) any Objection which Seller has previously elected to attempt to cure
pursuant to a Seller's Response. In the event of such a termination, the Deposit shall be returned to Buyer, and neither party
shall have any further rights or obligations hereunder except as provided in Sections 6.1, 9.3 and 9.9 below. If no such termination
notice is timely received by Seller hereunder, Buyer shall be deemed to have waived all such Objections in which event those Objections
shall become "Conditions of Title" under Section 4.1(e). Notwithstanding the foregoing, if Seller notifies Buyer
that it elects to attempt to cure any such Objection but then does not for any reason effect such cure on or before the Closing
Date as it may be extended hereunder, Seller shall reimburse Buyer for all reasonable out-of-pocket costs in connection with this
Agreement and its evaluation of the Property, not to exceed One Hundred Thousand Dollars ($100,000.00). If the Closing is not consummated
for any reason other than (i) Seller's default hereunder or (ii) a termination of this Agreement by Buyer pursuant to a right to
do so expressly provided in this Agreement, Buyer shall be responsible for any title or escrow cancellation charges; in all other
cases, Seller shall be responsible for any title or escrow cancellation charges.


 


(e)      At the
Closing, Seller shall convey title to the Property to Buyer by deed in the form of Exhibit C attached hereto (the
“Deed”) subject to no exceptions other than:


 


(1)      Interests
of tenants in possession under the Leases;


 


(2)      Matters
created by or with the written consent of Buyer;


 




    	 



    	 



    

 


(3)      Non-delinquent
liens for real estate taxes and assessments; and


 


(4)      Any exceptions
disclosed by the Title Report, any Title Report Update and/or the Survey which are approved or deemed approved by Buyer in accordance
with this Article IV above.


 


All of the foregoing exceptions shall be
referred to collectively as the “Conditions of Title.” Subject to the terms and conditions contained elsewhere
in this Agreement, by acceptance of the Deed and the Closing of the purchase and sale of the Property, (x) Buyer agrees it
is assuming for the benefit of Seller all of the obligations of Seller with respect to the Conditions of Title from and after the
Closing, and (y) Buyer agrees that, subject to warranties contained in the Deed and Seller’s other representations,
warranties and covenants herein, Seller shall have conclusively satisfied its obligations with respect to title to the Property.
The provisions of this Section shall survive the Closing.


 


Section 4.2      Evidence of Title.


 


Delivery of title in
accordance with the foregoing shall be evidenced by the willingness of the Title Company to issue to Buyer, at Closing, its Owner’s
Policy of Title Insurance in the amount of the Purchase Price showing title to the Real Property vested in Buyer, subject only
to the Conditions of Title (the “Title Policy”). The Title Policy may contain such endorsements as reasonably
required by Buyer provided that the issuance of such endorsements shall not be a condition to Buyer’s obligations hereunder.
Buyer shall pay the costs for all such endorsements. Seller shall have no obligation to provide any indemnity or agreement to the
Title Company or Buyer to support the issuance of the Title Policy or any such endorsements other than an affidavit as to the existing
tenants of the Property, parties in possession, debts and liens and any ongoing construction work at the Property.


 




    	 



    	 



    

 


ARTICLE V



RISK OF LOSS AND INSURANCE PROCEEDS


 


Section 5.1      Minor Loss.


 


Except as set forth in Section 5.2 below,
Buyer shall be bound to purchase the Property for the full Purchase Price as required by the terms hereof, without regard to the
occurrence or effect of any damage to the Property or destruction of any improvements thereon or condemnation of any portion of
the Property (which includes any conveyance in lieu of condemnation), provided that: (a) the cost to repair any such damage or
destruction does not exceed Two Million Dollars ($2,000,000.00) in the estimate of an architect or contractor selected by Seller
and reasonably acceptable to Buyer and no tenant of the Property shall have a right to terminate its Lease pursuant to the terms
thereof, and in the case of a condemnation, the diminution in the value of the remaining Property as a result of a partial condemnation
is not material (as defined in Section 5.2 below) and (b) upon the Closing, there shall be a credit against the Purchase Price
due hereunder equal to the amount of any insurance proceeds or condemnation awards collected by Seller as a result of any such
damage or destruction or condemnation, plus the amount of any insurance deductible, less any reasonable, out-of-pocket sums expended
by Seller toward the collection of such proceeds or awards and the restoration or repair of the Property (the nature of which restoration
or repairs, but not the right of Seller to effect such restoration or repairs, shall be subject to the written approval of Buyer,
which approval shall not be unreasonably withheld, conditioned or delayed). If the insurance proceeds or condemnation awards have
not been collected as of the Closing, then such proceeds or awards shall be assigned to Buyer at the Closing, except to the extent
needed to reimburse Seller for reasonable, out-of-pocket sums expended to collect such proceeds or awards or to repair or restore
the Property (to the extent such repairs and/or restoration have been approved by Buyer, as provided above), Seller shall credit
the Purchase Price for any insurance deductible, and Seller shall retain the rights to such proceeds and awards to the extent of
any reimbursement to which Seller is entitled as provided above.


 


Section 5.2      Major Loss.


 


If the cost to repair
the damage or destruction as specified above exceeds Two Million Dollars ($2,000,000.00) in the estimate of an architect or contractor
selected by Seller and reasonably acceptable to Buyer, or the diminution in the value of the remaining Property as a result of
a condemnation is material (as hereinafter defined), then Buyer may, at its option to be exercised within ten (10) days of Seller’s
notice of the occurrence of the damage or destruction or the commencement of condemnation proceedings, either terminate this Agreement
or consummate the purchase for the full Purchase Price as required by the terms hereof. If Buyer elects to terminate this Agreement
by delivering written notice thereof to Seller within such ten (10) day period, then this Agreement shall terminate, the Deposit
shall be returned to Buyer and neither party shall have any further rights or obligations hereunder except as provided in Sections
6.1, 9.3 and 9.9 below. If Buyer fails to terminate this Agreement in accordance with the preceding sentence, Buyer shall be deemed
to elect to proceed with the purchase, then upon the Closing, there shall be a credit against the Purchase Price due hereunder
equal to the amount of any insurance proceeds or condemnation awards collected by Seller as a result of any such


 




    	 



    	 



    

 


damage or destruction
or condemnation, plus the amount of any insurance deductible, less any sums expended by Seller toward the collection of such proceeds
or awards or to restoration or repair of the Property (the nature of which restoration or repairs, but not the right of Seller
to effect such restoration or repairs, shall be subject to the approval of Buyer, which approval shall not be unreasonably withheld,
conditioned or delayed). If the insurance proceeds or condemnation awards have not been collected as of the Closing, then such
proceeds or awards shall be assigned to Buyer, except to the extent needed to reimburse Seller for reasonable, out-of-pocket sums
expended to collect such proceeds or awards or to repair or restore the Property (to the extent such repairs and/or restoration
have been approved by Buyer, as provided above), Seller shall credit Buyer for the insurance deductible at the Closing, and Seller
shall retain the rights to such proceeds and awards to the extent of any reimbursement to which Seller is entitled as provided
above. A condemnation shall be deemed material if (i) any portion of any net rentable area of the Property or any parking
is taken which would cause the Property to be in violation of any existing laws or regulations, including but not limited to, zoning
regulations, (ii) the existing access to the Property is materially and adversely affected, permanently, or (iii) the condemnation
is such that one or more tenants under Leases have the right to terminate their respective Leases.


 


ARTICLE VI



BROKERS AND EXPENSES


 


Section 6.1      Brokers.


 


The parties represent and warrant to each
other that no broker or finder was instrumental in arranging or bringing about this transaction on behalf of the representing party
except for (i) May Center Advisors LLC (“Seller’s Broker”) and (ii) Buyer's Consultants. At Closing, Seller
shall pay the commission due, if any, to Seller’s Broker, which shall be paid pursuant to a separate agreement between Seller
and Seller’s Broker. Buyer shall pay any commissions or fees owed to Buyer's Consultants pursuant to a separate agreement
between Buyer and Buyer's Consultants. If any other person brings a claim for a commission or finder’s fee based upon any
contact, dealings or communication with Buyer or Seller, then the party through whom such person makes his claim shall defend the
other party (the “Indemnified Party”) from such claim, and shall indemnify the Indemnified Party and hold the
Indemnified Party harmless from any and all costs, damages, claims, liabilities or expenses (including without limitation, court
costs and reasonable attorneys’ fees and disbursements) incurred by the Indemnified Party in defending against the claim.
The provisions of this Section 6.1 shall survive the Closing or, if the purchase and sale is not consummated, any termination of
this Agreement.


 


Section 6.2      Expenses.


 


Except as expressly
provided in this Agreement, each party hereto shall pay its own expenses incurred in connection with this Agreement and the transactions
contemplated hereby.


 




    	 



    	 



    

 


ARTICLE VII



LEASES AND OTHER AGREEMENTS


 


Section 7.1      Buyer’s
Approval of New Leases and Agreements Affecting the Property.


 


Between the Effective
Date and the Closing, Seller shall not enter into any new Lease or other agreement affecting the Property, or modify, terminate
or renew any existing Lease or other agreement affecting the Property, or waive any covenant or other obligation under any existing
Lease or other agreement affecting the Property, which will, in any case, be binding on the Property or the owner of the Property
after Closing, except as required under any Lease, without first obtaining Buyer’s approval of the proposed action. Between
the Effective Date and the Closing, Seller shall notify Buyer of any request for consent under any existing Lease, and Seller shall
not grant any consent under any existing Lease, except as required by the applicable Lease without first obtaining Buyer’s
approval. In any such case, Buyer shall specify in detail the reasons for its disapproval of any such proposed action. If Buyer
fails to give Seller notice of its approval or disapproval of any such proposed action requiring its approval under this Section
7.1 within five (5) business days after Seller notifies Buyer of Seller’s desire to take such action, then Buyer shall be
deemed to have given its approval. Any new Lease or other agreement or amendment shall be on Seller’s standard forms for
such documents. Buyer agrees to cooperate with Seller in enabling Seller to complete any such proposed transaction requiring Buyer’s
approval.


 


Section 7.2      Tenant Improvement Costs,
Leasing Commissions and Concessions.


 


With respect to any
new Lease or Lease modification entered into by Seller in accordance with the provisions of Section 7.1 above, between the Effective
Date and the Closing Date, and with respect to any renewal or extension of any Lease, whether through the exercise of an option
or otherwise, occurring between such date and the Closing Date, all tenant improvement work, leasing commissions, or grants of
any free rent period or other concessions shall be the obligation of Buyer. In the event the transaction contemplated by this Agreement
is consummated as provided herein, Buyer shall reimburse Seller for all such costs incurred by Seller to the extent Buyer is obligated
therefor pursuant to the provisions hereof. Pursuant to the Assignment of Leases (as defined below), Buyer shall assume any then
outstanding obligations with respect to such tenant improvements, leasing commissions and concessions. To the extent at Closing
there are any unpaid tenant improvement allowances or brokers' commissions for Leases entered into prior to the Effective Date
("Unpaid TI/LC"), Seller shall credit Buyer the estimated amount of Unpaid TI/LC at Closing, and Buyer shall thereafter
be obligated to pay directly to the applicable parties the applicable amounts from the Unpaid TI/LC credited to Buyer. To the extent
the credit provided to Buyer at Closing for any Unpaid TI/LC shall be less than the actual amount of such Unpaid TI/LC, Seller
shall be obligated to pay Buyer the difference promptly following the final determination of the Unpaid TI/LC. To the extent the
credit provided to Buyer at Closing for any Unpaid TI/LC is more than the actual amount of such Unpaid TI/LC, Buyer shall be obligated
to pay Seller the difference promptly following the final determination of the Unpaid TI/LC. The provisions of this Section shall
survive the Closing.


 




    	 



    	 



    

 


Section 7.3      Tenant Notices.


 


At the Closing, Seller
shall furnish Buyer with a signed, “form” notice letter to be given to each tenant of the Property. The notice shall
disclose that the Property has been sold to Buyer, that, from and after the Closing, all rents should be paid to Buyer and that
Buyer shall be responsible for all the tenant’s security deposit. The form of the notice shall be otherwise reasonably acceptable
to the parties. Buyer covenants to deliver said notices to each tenant as soon as reasonably possible after Closing. This provision
shall expressly survive Closing.


 


		Section 7.4  	Maintenance of Improvements and Operation of Property;
Removal of Tangible Personal Property.



 


Seller agrees to keep
its customary property insurance covering the Property in effect until the Closing (provided, however, that the terms of any such
coverage maintained in blanket form may be modified as Seller reasonably deems necessary). Seller shall maintain all Improvements
substantially in their present condition (ordinary wear and tear, casualty and condemnation excepted), and shall operate and manage
the Property in a manner consistent with Seller’s practices in effect prior to the Effective Date. Seller shall not remove
any Tangible Personal Property, except as may be required for necessary repair or replacement, and replacement shall be of approximately
equal quality and quantity as the removed item of Tangible Personal Property. In addition, from the Effective Date until the Closing
or sooner termination of this Agreement, Seller covenants as follows: (a) Seller will continue to maintain the Property in its
present order and condition, making all necessary repairs and replacements thereto required to be made by Seller (including curing
any governmental violations issued prior to the Effective Date ("Existing Violations") by any governmental authority)
so as to deliver the Property at the Closing in substantially the same condition as existed on the Effective Date, reasonable wear
and tear and damage by fire or other casualty excepted, except as otherwise set forth in this Agreement; (b) Seller will give prompt
written notice to Buyer of any fire or other casualty affecting the Property after the Effective Date; (c) Seller will deliver
to Buyer, promptly after receipt by Seller, a copy of (i) all current written default and other material notices to and from tenants;
(ii) all current written default and other material notices from the service providers under any Service Contracts; and (iii) all
written notices of any violations issued to Seller by governmental authorities with respect to the Property and any other material
notices received from any governmental authority with respect to the Property; (d) Seller shall use commercially reasonable efforts
to maintain in full force and effect the existing governmental and other permits, approvals, waivers, consents and land use entitlements,
and timely apply for renewals of all such permits, approvals, waivers, consents and land use entitlements which will expire before
the Closing; (e) Seller shall perform its obligations under all Leases, REAs and Service Contracts; and (f) Seller shall promptly
notify Buyer if Seller receives notice or knowledge of any information that would result in a misrepresentation under Section 3.1
above.


 


Section 7.5      Service Contracts.


 


Within three (3) business
days prior to the expiration of the Contingency Period, Buyer will advise Seller in writing which Service Contracts Buyer will
assume and which Service


 




    	 



    	 



    

 


Contracts Buyer requests
be terminated at Closing, provided Seller shall have no obligation to terminate, and Buyer shall be obligated to assume, any Service
Contracts which by their terms cannot be terminated without penalty or payment of a fee or other cost to Seller. Seller shall deliver
at Closing notices of termination of all Service Contracts that are not so assumed and Buyer shall be responsible for any charges
applicable to periods commencing with the Closing. Notwithstanding the foregoing, Seller shall terminate, as of the Closing Date,
all existing management and leasing agreements with respect to the Property. Seller shall not enter into any new Service Contracts
after the date hereof that cannot be terminated, without penalty or cost, on thirty (30) days notice.


 


ARTICLE VIII



CLOSING AND ESCROW


 


Section 8.1      Escrow Instructions.


 


Upon execution of this
Agreement, the parties hereto shall deposit an executed counterpart of this Agreement with the Title Company, and this instrument
shall serve as the instructions to the Title Company as the escrow holder for consummation of the purchase and sale contemplated
hereby. Seller and Buyer agree to execute such reasonable additional and supplementary escrow instructions as may be appropriate
to enable the Title Company to comply with the terms of this Agreement; provided, however, that in the event of any conflict between
the provisions of this Agreement and any supplementary escrow instructions, the terms of this Agreement shall control.


 


Section 8.2      Closing.


 


The Closing hereunder
shall be held and delivery of all items to be made at the Closing under the terms of this Agreement shall be made at the offices
of the Title Company or as otherwise mutually agreed on April 3, 2014, and before 2:30 p.m. local time, or such other earlier date
and time as Buyer and Seller may mutually agree upon in writing (the “Initial Closing Date”); provided,
however, that Buyer may extend the date for Closing for an additional fifteen (15) calendar days the “Extension Option”)
upon the satisfaction of each of the following conditions: (i) Seller shall have received, not less than two (2) business days
prior to the Initial Closing Date, Buyer’s written notice to Seller of such intention to extend the date for Closing, and
(ii) not less than one day prior to the Initial Closing Date, the Title Company shall have received the Additional Deposit (each
an “Extension Option Condition”). If any Extension Option Condition is not satisfied as of date upon which the
performance of such condition is required, Closing shall occur on the Initial Closing Date. Except as expressly provided herein,
such date and time may not be further extended without the prior written approval of both Seller and Buyer. The date upon which
the Closing hereunder is to occur (as determined pursuant to the terms of this Section 8.2) shall be referred to in this Agreement
as the “Closing Date”.


 




    	 



    	 



    

 


Section 8.3      Deposit of Documents.


 


(a)      At or before
the Closing, Seller shall deposit into escrow the following items:


 


(1)     the duly
executed and acknowledged Deed in the form attached hereto as Exhibit C conveying the Real Property to Buyer subject
only to the Conditions of Title. Buyer may elect to cause Seller to deliver multiple deeds to one or more nominees as elected by
Buyer;


 


(2)     four
(4) duly executed counterparts of the Bill of Sale in the form attached hereto as Exhibit D (the “Bill of Sale”)
conveying the Tangible Personal Property to Buyer;


 


(3)     four
(4) duly executed counterparts of an Assignment and Assumption of Leases, Service Contracts, Warranties and Other Intangible Property
in the form attached hereto as Exhibit E pursuant to the terms of which Seller shall assign and Buyer shall assume
all of Seller’s obligations under the Leases and Service Contracts (the “Assignment of Leases”), and;


 


(4)     an affidavit
pursuant to Section 1445(b)(2) of the Code, and on which Buyer is entitled to rely, that Seller is not a “foreign person”
within the meaning of Section 1445(f)(3) of the Code.


 


(b)     At or before
Closing, Buyer shall deposit into escrow the following items:


 


(1)     immediately
available funds necessary to close this transaction, including, without limitation, the Purchase Price (less the Deposit and interest
thereon net of investment fees, if any, and subject to the adjustments and prorations set forth in this Agreement) and funds sufficient
to pay Buyer’s closing costs and share of prorations hereunder;


 


(2)     four
(4) duly executed counterparts of the Bill of Sale; and


 


(3)     four
(4) duly executed counterparts of the Assignment of Leases.


 


(c)     Seller
and Buyer shall each execute and deposit a separate closing statement, such transfer tax declarations and such other instruments
as are reasonably required by the Title Company or otherwise required to close the escrow and consummate the acquisition of the
Property in accordance with the terms hereof. Seller and Buyer hereby designate Title Company as the “Reporting Person”
for the transaction pursuant to Section 6045(e) of the Code and the regulations promulgated thereunder and agree to execute such
documentation as is reasonably necessary to effectuate such designation.


 


(d)     On or prior
to the Closing Date, Seller shall deliver or make available at the Property to Buyer: originals of the Leases to the extent in
Seller’s possession, or copies of any Leases not in Seller’s possession together with an affidavit from Seller as to
such copies being true and complete copies of the applicable Lease(s), copies of the tenant correspondence files (for the three
(3) most recent years of Seller’s ownership of the Property only and the


 




    	 



    	 



    

 


current year), and originals
of any other items which Seller was required to furnish Buyer copies of or make available at the Property pursuant to Sections
2.1(b) or (e) above, to the extent in Seller’s possession, except for Seller’s general ledger and other internal books
or records which shall be retained by Seller. Seller shall deliver possession of the Property to Buyer as required hereunder and
shall deliver to Buyer or make available at the Property a set of keys to the Property on the Closing Date.


 


Section 8.4      Estoppel Certificates.


 


(a)      Seller
shall use commercially reasonable efforts to obtain estoppel certificates from each tenant of the Property substantially in the
form attached hereto as Exhibit F or, if a tenant’s lease requires a different form, in the form required by
the tenant’s lease. Estoppel certificates that are (1) dated not more than thirty (30) days prior to the Closing Date, (2)
materially complete and (3) do not indicate any material and adverse claim or landlord or tenant default (items (1)-(3) being collectively
referred to as the “Estoppel Requirements”) are herein referred to as the “Tenant Executed Estoppels”.
It shall be a condition to Buyer’s obligation to close the sale and purchase of the Property that on or before the date that
is three (3) business days prior to the Closing Date, Seller provides to Buyer Tenant Executed Estoppels from tenants occupying
at least ninety percent (90%) of the area of the Property actually rented to Tenants, including Tenant Executed Estoppels from
all of the Major Tenants (as defined below) (collectively, the “Estoppel Threshold”). “Major Tenants”
shall be deemed to mean and refer to Rave Motion Pictures, LLC (AMC), Barnes & Noble Booksellers, Jill Acquisition LLC, AnnTaylor
Retail, Inc., Cameron Mitchell Rest. LLC, Jos A Bank Clothier, Inc and Bravo Development, Inc. Seller shall provide to Buyer true
and correct copies of all estoppel certificates received by Seller as and when received by Seller. If any estoppel certificate
discloses any Lease documents (including amendments to a Lease) not previously delivered to Buyer or available to Buyer in the
diligence datasite for the transaction as of the Effective Date (each an “Undelivered Document”), and such Undelivered
Document creates a material adverse change in the term, revenue or substantive tenant rights under such Lease, Buyer shall have
the right, within five (5) business days after receipt of such Undelivered Document to object to such provision by written notice
to Seller. Seller may, upon written notice to Buyer within five (5) business days following receipt of such written objection from
Buyer, elect to cure such objection and may extend the Closing Date for up to fifteen (15) business days to allow such cure. If
Seller does not give any such written notice, Seller shall be deemed to have elected not to attempt to cure any such matters. If
Seller elects (or is deemed to have elected) not to attempt to cure any objections raised in any Buyer’s notice timely delivered
by Buyer to Seller, or if Seller notifies Buyer that it elects to attempt to cure any such objection but then does not for any
reason effect such cure on or before the Closing Date as it may be extended hereunder, then Buyer, as its sole and exclusive remedy,
shall have the option of terminating this Agreement by delivering written notice thereof to Seller within three (3) business days
after (as applicable) (i) its receipt of Seller’s response stating that Seller will not attempt to cure any such objection
or (ii) the expiration of Seller’s response period if Seller does not deliver a response to Buyer within five business
days, or (iii) Seller’s failure to cure by the Closing Date (as it may be extended hereunder) any objection which Seller
has previously elected to attempt to cure pursuant to Seller’s written response. In the event of such a termination, the
Deposit shall be returned to Buyer, and neither party shall have any further rights or obligations hereunder except as provided
in Sections 6.1, 9.3 and 9.9 below.


 




    	 



    	 



    

 


(b)      If Seller
is unable to obtain and deliver sufficient tenant estoppel certificates as required under Section 8.4(a), then Seller will not
be in default by reason thereof, and Seller may elect to extend the Closing Date by up to thirty (30) days in order to satisfy
the requirement. If Seller still cannot satisfy the requirement at the end of such extended period, then Buyer may, by written
notice given to Seller before the Closing, elect to terminate this Agreement and receive a refund of the Deposit or waive said
condition. If Buyer so elects to terminate this Agreement, neither party shall have any further rights or obligations hereunder
except as provided in Section 6.1 above and Sections 9.3 and 9.9 below. If no such notice is delivered by Buyer, Buyer shall be
deemed to have waived such condition.


 


(c)      In addition
to the foregoing, Buyer will prepare and send to Seller completed subordination, non-disturbance and attornment agreements (the
"SNDAs"). Seller agrees to deliver the completed SNDAs to the tenants under the Leases upon receipt thereof from Buyer.
Further, Seller agrees that Buyer and Buyer's lender shall have the right to deal directly with the tenants under the Leases in
negotiating and obtaining the execution of the SNDAs.


 


(d)      Seller
shall use commercially reasonable efforts to obtain and deliver to Buyer estoppel certificates from all parties to any REAs confirming
there are no defaults by any party under the REAs and further confirming the amount of any assessments payable under the REAs and
the dates to which such assessments have been paid.


 


Section 8.5      Prorations.


 


(a)      Rents,
including, without limitation, base rents, minimum guaranteed rents, percentage rents, if any, and any additional charges and expenses
payable by tenants under Leases, all as and when actually collected; real property taxes and assessments; water, sewer and utility
charges (if not separately metered and paid by tenants); amounts payable under any Service Contracts that survive Closing or other
agreements or documents that survive Closing; annual permits and/or inspection fees (calculated on the basis of the period covered);
and any other expenses of the operation and maintenance of the Property, shall all be prorated as of 11:59 p.m. on the day immediately
prior to Closing (i.e., Buyer is entitled to the income and responsible for the expenses of the day of Closing), on the basis of
a 365-day year. Buyer shall reimburse Seller for the tenant improvement costs, leasing commissions, legal fees and other expenses,
and free rent and other concessions, as and to the extent provided in Section 7.2. Delinquent rents or other delinquent sums that
are due pursuant to the terms of the Leases shall not be prorated. Any prepaid rents attributable to periods from and after the
Closing Date shall be transferred to Buyer either directly or by way of a credit against the Purchase Price in favor of Buyer.


 


All rents collected
after the Closing shall be applied and paid as provided in this Section 8.5(a). If a tenant shall specifically designate a payment
as being attributable to, or if it is readily ascertainable that a payment received from a tenant is attributable to, a specific
period of time or for a specific purpose, including, without limitation, for operating expenses or real estate tax payments which
were not paid or were underpaid by such tenant or for reimbursement for work performed by Seller on the tenant's premises, such
payment shall be so applied. If there is no such designation or if not so readily ascertainable, any payment received from a tenant
after Closing shall be deemed a payment of rent and other sums due after the Closing until the tenant


 




    	 



    	 



    

 


is current on rents and
sums due under the applicable Lease on or after the Closing, and then such payments shall be applied to rents and other sums owing
for the month in which the Closing occurs, and then such payments shall be paid to Seller to the extent of any rent or other sums
owing to Seller for periods prior to Closing. Buyer shall use reasonable efforts to collect such rents and other sums owing to
Seller for a period of six (6) months after Closing. Seller retains the right to collect any such rents and other sums from tenants
after Closing; provided, however, that Seller shall have no right to terminate a Lease, cause any such tenant to be evicted or
to exercise any other landlord remedy against such tenant. Without limiting the generality of the immediately preceding sentence,
in no event shall Seller commence any legal proceedings against any tenant after the Closing with respect to any matter relating
to a Lease.


 


Reconciliations of
taxes, insurance charges and other expenses owed by tenants under Leases for the calendar year (or fiscal year if different from
the calendar year) in which the Closing occurs shall be prepared by Buyer with the cooperation of Seller within one hundred eighty
(180) days following the end of such year in accordance with the requirements set forth in the Leases and as provided in this Section
8.5(a). For those Leases in which tenants pay a proportionate share of taxes, insurance charges or other expenses over a base year
amount or expense stop, the proration between the parties of the income received from tenants over such base year amount or expense
stop shall be calculated based on the total amount of such expenses for the Property incurred by both Seller and Buyer for the
entire calendar (or, if applicable, fiscal) year, rather than on the amount of such expenses actually incurred by each party for
such year, in order to enable the parties to determine if the base year amount or expense stop for such year is exceeded. Such
income as so calculated shall be prorated between the parties based on the number of days each party owned the Property during
such year and otherwise in accordance with this Section 8.5(a). By way of illustration but without limiting the foregoing, if:
(i) the Closing occurred on June 1, 2013, (ii) during Seller’s period of ownership of the Property during the year 2013 (151
days), Seller incurred expenses of $450,000, (iii) during Buyer’s period of ownership of the Property during the year 2013
(214 days), Buyer incurred expenses of $500,000, (iv) total expenses for such year recovered from tenants under Leases is $400,000
(e.g., $950,000 total expenses minus a total base year amount of $550,000), then Seller would be entitled to $165,479.45
of such income ($400,000/365 days = $1,095.89 per diem multiplied by 151 days) and Buyer would be entitled to $234,520.55 of such
income ($1,095.89 per diem multiplied by 214 days), regardless of the actual amount of expenses actually incurred by each party
(which would have instead resulted in Seller receiving $189,473.68 of such income and Buyer receiving $210,526.32 of such income).
For Leases which do not have a base year amount or expense stop, the proration between the parties of income received from tenants
from reconciliations of expenses under the Leases shall be calculated based on the expenses actually incurred by each party for
such year and each party’s period of ownership of the Property, and otherwise in accordance with this Section 8.5(a).


 


The amount of any cash
security deposits received by Seller under Leases (and not otherwise forfeited by a tenant in accordance with the terms of a Lease)
shall be credited against the Purchase Price (and Seller shall be entitled to retain such cash security deposits). Seller shall
receive credits at Closing for the amount of any utility or other deposits with respect to the Property to the extent Buyer receives
the benefit of such deposits. Buyer shall cause all utilities to be transferred into Buyer's name and account at the time of Closing.
Seller shall cause all


 




    	 



    	 



    

 


non-cash security deposits
in the form of letters of credit to be transferred to Buyer at the time of Closing.


 


Seller and Buyer hereby
agree that if any of the aforesaid prorations and credits cannot be calculated accurately on the Closing Date or in the case of
rents or other charges received from tenants, such amounts have not been collected, then the same shall be calculated as soon as
reasonably practicable after the Closing Date or the date such amounts have been collected, and either party owing the other party
a sum of money based on such subsequent proration(s) or credits shall pay said sum to the other party within thirty (30) days thereafter.
Any amounts not paid within such thirty (30) day period shall bear interest from the date actually received by the payor until
paid at the greater of (i) the rate of ten percent (10%) per annum or (ii) the prime rate (or base rate) reported from time to
time in the “Money Rates” column or section of The Wall Street Journal as being the base rate on corporate loans
at larger United States money center commercial banks plus two (2) percent. Upon request of either party, the parties shall provide
a detailed and accurate written statement signed by such party certifying as to the payments received by such party from tenants
from and after Closing and to the manner in which such payments were applied, and shall make their books and records available
for inspection by the other party during ordinary business hours upon reasonable advance notice.


 


(b)      Seller
shall pay the base premium for the Title Policy and Buyer shall pay the costs for all endorsements to the Title Policy requested
by Buyer (including but not limited to any extended coverage, whether by endorsement or deletion of exception), and the costs of
deleting any "Survey Exception" from the Title Policy. The costs of the Survey with the Approved Table A Items, ordered
in accordance with Section 4.1(a) hereof, shall be paid by Seller upon Closing. The costs of any additional Table A items that
are requested by Buyer or Buyer’s lender and are not Approved Table A Items shall be the responsibility of Buyer. One-half
of all escrow and closing fees shall be paid by Seller at Closing. Buyer shall pay: (i) one-half of all escrow or closing fees;
and (ii) all recording charges incident to the recording of the deed for the Real Property at Closing. All sale and transfer taxes
and similar taxes and fees imposed upon the transfer of the Property by applicable law shall be prorated in a customary manner.
The parties will execute and deliver any required transfer or other similar tax declarations to the appropriate governmental entity
at Closing.


 


(c)     Any percentage
rent for the rental periods including Closing shall be prorated upon receipt, based upon the tenant’s sales for the portion
of the lease year allocable to Seller’s and Buyer’s respective ownership of the Property.


 


(d)      The provisions
of this Section 8.5 shall survive the Closing.


 


Section 8.6 Conditions
to Buyer's Obligation to Close. The obligations of Buyer to consummate the transactions contemplated herein shall be subject
to the fulfillment of the following conditions ("Buyer’s Conditions"), any of which may be waived by Buyer
in its sole and absolute discretion:


 


(a)      The representations
and warranties of Seller made herein shall be true and correct in all material respects, Seller shall have performed all covenants
and agreements made


 




    	 



    	 



    

 


herein and Seller shall
have delivered to Buyer or deposited into escrow all of the closing documents required pursuant to Section 8.3 hereof.


 


(b)      Buyer's
receipt of the required Tenant Executed Estoppels.


 


(c)     An unconditional
and irrevocable agreement by the Title Company to issue the Title Policy (subject to payment of required title premiums).


 


(d)      Delivery
of possession of the Property to Buyer on the Closing Date subject only to the Conditions of Title and to the rights of the tenants
under the Leases, as tenants only.


 


(e)     As of the
Closing Date, no Major Tenant shall have (a) filed a petition in bankruptcy, (b) been adjudicated insolvent or bankrupt, (c) petitioned
a court for the appointment of any receiver of or trustee for it or any substantial part of its property, (d) commenced any
proceeding under any reorganization, arrangement, readjustment of debt, dissolution or liquidation law or statute of any jurisdiction,
whether now or hereafter in effect, (e) become the subject of an involuntary bankruptcy petition, (f) vacated its leased premises,
or (g) had its Lease terminated. There shall not have been commenced and be pending against any Major Tenant any proceeding of
the nature described in the first sentence of this subparagraph. No order for relief shall have been entered with respect to any
Major Tenant under the Federal Bankruptcy Code.


 


(f)      Delivery
to Buyer of evidence that any existing management agreement and/or leasing agreement entered into by Seller with respect to the
Property has been terminated or will be terminated as of the Closing Date.


 


In the event any of the
Buyer's Conditions shall not be satisfied as of the Closing Date, Buyer shall have the right to terminate this Agreement by giving
written notice to Seller and receive a return of the Deposit and any amount owing under Section 16.2 hereof, whereupon neither
party shall have any further rights or obligations hereunder except for any provisions of this Agreement that expressly survive
termination. If Buyer fails to terminate this Agreement on the Closing Date, all of the Buyer’s Conditions shall be deemed
satisfied or waived by Buyer, and Buyer shall be obligated to perform its obligations under this Agreement or shall be deemed to
be in default hereunder.


 


Section 8.7      Counterparty Agreement.


 


Buyer
shall, within five (5) days of the execution of this Agreement, complete, execute and deliver to Seller, the Counterparty Identification
Form attached hereto as Exhibit H and made a part hereof.


 




    	 



    	 



    

 


ARTICLE IX



MISCELLANEOUS


 


Section 9.1      Notices.


 


Any notices required
or permitted to be given hereunder shall be given in writing and shall be delivered (a) in person, (b) by certified mail, postage
prepaid, return receipt requested, (c) by facsimile with confirmation of receipt, or (d) by a commercial overnight courier that
guarantees next day delivery and provides a receipt, and such notices shall be addressed as follows:


 


	To Buyer:	American Realty Capital IV, LLC
	 	405 Park Avenue, 15th Floor
	 	New York, New York 10022
	 	Attention: Michael Weil
	 	Fax No.:  (857) 207-3397
	 	 
	with a copy to:	American Realty Capital IV, LLC
	 	405 Park Avenue, 15th Floor
	 	New York, New York 10022
	 	Attention: Jesse Galloway and Jeremy Eichel
	 	Fax No.:  (646) 861-7751
	 	E-mail: jgalloway@arlcap.com
	 	E-mail:  jeichel@arlcap.com
	 	 
	with a copy to:	Retail Centers of America
	 	2000 McKinney Avenue, Suite 1000
	 	Dallas, Texas 75201
	 	Attention: Robert Dozier and Steve Seitz
	 	Fax No.: (214) 740-3313
	 	E-mail: rdozier@lpc.com
	 	E-mail: sseitz@lpc.com
	 	 
	with a copy to:	Condon Thornton Sladek Harrell PLLC
	 	8080 Park Lane, Suite 700
	 	Dallas, Texas 75231
	 	Attention: William L. Sladek
	 	Fax No.:  (214) 691-6311
	 	E-mail: bsladek@ctshlaw.com


 




    	 



    	 



    

 


	To Seller:	RREEF America REIT II Corp. CCC
	 	c/o RREEF America L.L.C.
	 	222 South Riverside Plaza
	 	Chicago, Illinois 60606
	 	Attention: James Toney
	 	Fax No.: (312) 266-9346
	 	Email: jim.toney@db.com
	 	 
	To Seller:	Streets of West Chester-Phase II, LLC
	 	c/o RREEF America L.L.C.
	 	222 South Riverside Plaza
	 	Chicago, Illinois 60606
	 	Attention: James Toney
	 	Fax No.: (312) 266-9346
	 	Email: jim.toney@db.com
	 	 
	with a copy to:	Sidley Austin LLP
	 	One South Dearborn St.
	 	Chicago, Illinois 60603
	 	Attention:  Philip C. Spahn
	 	Fax No.:  (312) 853-7036
	 	Email: pspahn@sidley.com


 


or to such other address as either party
may from time to time specify in writing to the other party. Any notice or other communication sent as hereinabove provided shall
be deemed effectively given (a) on the date of delivery, if delivered in person; (b) on the date mailed if sent by certified mail,
postage prepaid, return receipt requested or by a commercial overnight courier; or (c) on the date of transmission, if sent by
facsimile with confirmation of receipt. Such notices shall be deemed received (a) on the date of delivery, if delivered by hand
or overnight express delivery service; (b) on the date indicated on the return receipt if mailed; or (c) on the date of transmission,
if sent by facsimile. If any notice mailed is properly addressed but returned for any reason, such notice shall be deemed to be
effective notice and to be given on the date of mailing. Any notice send by the attorney representing a party, shall qualify as
notice under this Agreement.


 


Section 9.2      Entire Agreement.


 


This Agreement, together
with the Exhibits and schedules hereto, contains all representations, warranties and covenants made by Buyer and Seller and constitutes
the entire understanding between the parties hereto with respect to the subject matter hereof. Any prior correspondence, memoranda
or agreements are replaced in total by this Agreement together with the Exhibits and schedules hereto.


 




    	 



    	 



    

 


Section 9.3      Entry and Indemnity.


 


In connection with
any entry by Buyer, or its agents, employees or contractors onto the Property, Buyer shall give Seller reasonable advance notice
of such entry and shall conduct such entry and any inspections in connection therewith (a) during normal business hours, (b) so
as to minimize, to the greatest extent possible, interference with Seller’s business and the business of Seller’s tenants,
(c) in compliance with all applicable laws, and (d) otherwise in a manner reasonably acceptable to Seller. Without limiting the
foregoing, prior to any entry to perform any on-site invasive testing, including but not limited to any borings, drillings or samplings,
Buyer shall give Seller written notice thereof, including the identity of the company or persons who will perform such testing
and the proposed scope and methodology of the testing. Seller shall approve or disapprove, in Seller’s reasonable discretion,
the proposed testing within two (2) business days after receipt of such notice. If Seller fails to respond within such two (2)
business day period, Seller shall be deemed to have approved the proposed testing. If Buyer or its agents, employees or contractors
take any sample from the Property in connection with any such approved testing, Buyer shall provide to Seller a portion of such
sample being tested to allow Seller, if it so chooses, to perform its own testing. Buyer shall permit Seller or its representative
to be present to observe any testing or other inspection or due diligence review performed on or at the Property, provided that
the lack of availability of a representative of Seller shall not prevent or delay any testing, inspection or review by Buyer. Upon
the request of Seller, Buyer shall promptly deliver to Seller copies of any third-party prepared reports relating to any testing
or other inspection of the Property performed by Buyer or its agents, representatives, employees, contractors or consultants. Notwithstanding
anything to the contrary contained herein, Buyer shall not contact any governmental authority (other than with respect to obtaining
confirmation of current factual information, such as zoning verification) without first obtaining the prior written consent of
Seller thereto in Seller’s reasonable discretion, and Seller, at Seller’s election, shall be entitled to have a representative
participate in any telephone or other contact made by Buyer to a governmental authority and present at any meeting by Buyer with
a governmental authority. From and after the Effective Date, Buyer shall have the right to conduct tenant interviews. Buyer shall
notify Seller of those tenants which Buyer intends to interview prior to actually conducting the interview(s). Buyer shall permit
Seller or its representative to be present to observe any tenant interview, provided that the lack of availability of a representative
of Seller shall not prevent or delay any tenant interview. Buyer shall maintain, and shall assure that its contractors maintain,
public liability and property damage insurance in amounts and in form and substance adequate to insure against all liability of
Buyer and its agents, employees or contractors, arising out of any entry or inspections of the Property pursuant to the provisions
hereof, and Buyer shall provide Seller with evidence of such insurance coverage upon request by Seller. Buyer shall indemnify and
hold Seller harmless from and against any costs, damages, liabilities, losses, expenses, liens or claims (including, without limitation,
court costs and reasonable attorneys’ fees and disbursements) arising out of or relating to the negligence or willful misconduct
of Buyer or any of Buyer’s agent, employees or contractors during any entry on the Property by Buyer, its agents, employees
or contractors in the course of performing the inspections, testings or inquiries provided for in this Agreement, including, without
limitation, any release of Hazardous Materials or any damage to the Property arising out of or related to the negligence or willful
misconduct of Buyer or Buyer’s agents, employees or contractors; provided that Buyer shall not be liable to Seller solely
as a result of the discovery by Buyer of a pre-existing condition on the Property to the extent the activities of Buyer, its agents,
representatives,


 




    	 



    	 



    

 


employees, contractors
or consultants do not exacerbate the condition, and further provided that Buyer shall not be liable to Seller for any costs, damages,
liabilities, losses, expenses, liens or claims arising directly as a result of the negligence or willful misconduct of Seller or
Seller’s agents, employees or contractors. The provisions of this Section 9.3 shall be in addition to any access or indemnity
agreement previously executed by Buyer in connection with the Property; provided that in the event of any inconsistency between
this Section 9.3 and such other agreement, the provisions of this Section 9.3 shall govern. The foregoing indemnity shall survive
beyond the Closing, or, if the sale is not consummated, beyond the termination of this Agreement. Buyer’s right of entry,
as provided in this Section 9.3, shall continue up through the date of Closing.


 


Section 9.4      Time.


 


Time is of the essence
in the performance of each of the parties’ respective obligations contained herein.


 


Section 9.5      Attorneys’ Fees.


 


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


 


Section 9.6      Assignment.


 


Buyer’s rights
and obligations hereunder shall not be assignable without the prior written consent of Seller in Seller’s sole discretion.
Notwithstanding the foregoing, Buyer shall have the right, without the necessity of obtaining Seller’s consent but with prior
written notice to Seller, to assign its rights and obligations under this Agreement to any entity or entities that is or are controlled
by, controlling or under common control with Buyer (a “Buyer Affiliate”). Further, Buyer is entering into this Agreement
for and on behalf of ARC SWWCHOH001, LLC and ARHC SWWCHOH001 TRS, LLC (collectively, “Approved Assignee”) and
intends, and shall have the right, to assign its rights under this Agreement to Approved Assignee prior to Closing. Buyer shall
in no event be released from any of its obligations or liabilities hereunder in connection with any assignment, including, without
limitation any assignment to a Buyer Affiliate. Without limiting and notwithstanding the above, in no event shall Buyer have the
right to assign its rights or obligations hereunder to any party which could not make the representation and warranty contained
in subsection 3.5(e) above, and in connection with any assignment pursuant to the terms hereof, the assignee shall reconfirm in
a written instrument reasonably acceptable to Seller and delivered to Seller prior to the effective date of the assignment said
representation and warranty as applied to the assignee and that all other terms and conditions of this Agreement shall apply to
such assignee. Subject to the provisions of this Section, this


 




    	 



    	 



    

 


Agreement shall inure
to the benefit of and be binding upon the parties hereto and their respective successors and assigns.


 


Section 9.7      Counterparts.


 


This Agreement may
be executed in two or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute
one and the same instrument.


 


Section 9.8      Governing Law.


 


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


 


Section 9.9      Confidentiality and Return
of Documents.


 


Buyer and Seller shall
each maintain as confidential any and all material obtained about the other or, in the case of Buyer, about the Property, this
Agreement or the transactions contemplated hereby, and shall not disclose such information to any third party except as specifically
permitted herein. Except as may be required by law, Buyer will not divulge any such information to other persons or entities including,
without limitation, appraisers, real estate brokers, or competitors of Seller. Notwithstanding the foregoing, Buyer shall have
the right to disclose information with respect to the Property (i) to its officers, directors, employees, attorneys, accountants,
environmental auditors, engineers, potential lenders, and permitted assignees under this Agreement and other consultants to the
extent necessary for Buyer in connection with its acquisition of the Property provided that all such persons are told that such
information is confidential and agree (in writing for any third party engineers, environmental auditors or other consultants) to
keep such information confidential, (ii) to the extent Buyer is required to disclose the same pursuant to a court order, applicable
laws (including making such public statements or filings as may be required under any regulations of the U.S. Securities and Exchange
Commission applicable to Buyer or its affiliates or as may be otherwise advised by counsel to Buyer), and (iii) to the extent necessary
to disclose in the context of a legal dispute between Purchaser and Seller. If Buyer acquires the Property from Seller, both Seller
and Buyer shall have the right, subsequent to the Closing of such acquisition, to publicize the transaction (other than the parties
to or any of the economics of the transaction) in whatever manner it deems appropriate; provided that any press release or other
public disclosure regarding this Agreement or the transactions contemplated herein, and the wording of same, must be approved in
advance by both parties. The provisions of this paragraph shall survive the Closing or any termination of this Agreement. In the
event the transaction contemplated by this Agreement does not close as provided herein, upon the request of Seller, Buyer shall
promptly return to Seller all Due Diligence Materials and other non-proprietary and non-privileged documents and copies delivered
to Buyer by or on behalf of Seller in connection with the purchase of the Property hereunder.


 


Section 9.10    Interpretation of Agreement.


 


The article, section
and other headings of this Agreement are for convenience of reference only and shall not be construed to affect the meaning of
any provision contained herein. Where the context so requires, the use of the singular shall include the plural and vice


 




    	 



    	 



    

 


versa and the use of
the masculine shall include the feminine and the neuter. The term “person” shall include any individual, partnership,
joint venture, corporation, trust, unincorporated association, any other entity and any government or any department or agency
thereof, whether acting in an individual, fiduciary or other capacity.


 


Section 9.11    Limited Liability.


 


The obligations of
Seller under this Agreement and under all of the Other Documents are intended to be binding only on the property and assets of
Seller and shall not be personally binding upon, nor shall any resort be had to, the private properties of any Seller Related Parties
other than Seller.


 


Section 9.12    Amendments.


 


This Agreement may
be amended or modified only by a written instrument signed by Buyer and Seller.


 


Section 9.13    No Recording.


 


Neither this Agreement
or any memorandum or short form thereof may be recorded by Buyer.


 


Section 9.14    Drafts Not an Offer to
Enter Into a Legally Binding Contract.


 


The parties hereto
agree that the submission of a draft of this Agreement by one party to another is not intended by either party to be an offer to
enter into a legally binding contract with respect to the purchase and sale of the Property. The parties shall be legally bound
with respect to the purchase and sale of the Property pursuant to the terms of this Agreement only if and when the parties have
been able to negotiate all of the terms and provisions of this Agreement in a manner acceptable to each of the parties in their
respective sole discretion, and both Seller and Buyer have fully executed and delivered to each other a counterpart of this Agreement
(or a copy by facsimile transmission) (the “Effective Date”).


 


Section 9.15    [Intentionally Omitted].


 


Section 9.16    No Partnership.


 


The relationship of
the parties hereto is solely that of Seller and Buyer with respect to the Property and no joint venture or other partnership exists
between the parties hereto. Neither party has any fiduciary relationship hereunder to the other.


 


Section 9.17    No Third Party Beneficiary.


 


The provisions of this
Agreement are not intended to benefit any third parties.


 




    	 



    	 



    

 


Section 9.18   SEC
S-X 3-14 Audit. 


 


Seller understands
that Buyer is subject to the reporting requirements of the Securities Act of 1933, as amended, the rules and regulations promulgated
thereunder and Rule 3-14 of Regulation S-X. In order to enable Buyer to comply with such reporting requirements, Seller agrees
to provide Buyer and its representatives all information required for Purchaser to comply with Rule 3-14 (as reasonably determined
by Buyer's counsel) including, but not limited to, if applicable, Seller's most current financial statements (including income
statements and balance sheets) relating to the financial operation of the Project for the current fiscal year and the most recent
pre-acquisition fiscal year, and upon request and, to the extent required under such Rule 3-14, support for certain operating revenues
and expenses specific to the Property, including general ledger detail, accounts receivable analysis, budget to actual analysis
and copies of bills and invoices. Within five (5) business days following a written request from Buyer, Seller shall provide a
letter to Purchaser's auditors in substantially the form attached hereto as Exhibit I. Seller understands that
certain of such financial information may be included in filings required to be made by Buyer with the U.S. Securities and Exchange
Commission. This Section 9.18 shall survive Closing.


 


Section 9.19   Limitation on Liability.


 


Notwithstanding anything
to the contrary contained herein, after the Closing: (a) the maximum aggregate liability of Seller, and the maximum aggregate amount
which may be awarded to and collected by Buyer (including, without limitation, for any breach of any representation, warranty and/or
covenant by Seller) under this Agreement or any documents executed pursuant hereto or in connection herewith, including, without
limitation, the Deed, the Bill of Sale and the Assignment of Leases (collectively, the “Other Documents”, shall
under no circumstances whatsoever exceed an amount equal to One Million Dollars ($1,000,000.00); and (b) no claim by Buyer
alleging a breach by Seller of any representation, warranty and/or covenant of Seller contained herein or in any of the Other Documents
may be made, and Seller shall not be liable for any judgment in any action based upon any such claim, unless and until such claim,
either alone or together with any other claims by Buyer alleging a breach by Seller of any such representation, warranty and/or
covenant is for an aggregate amount in excess of Twenty-Five Thousand Dollars ($25,000.00) (the “Floor Amount”),
in which event Seller’s liability respecting any final judgment concerning such claim or claims shall be for the entire amount
thereof, subject to the limitation set forth in clause (a) above; provided, however, that if any such final judgment is for an
amount that is less than or equal to the Floor Amount, then Seller shall have no liability with respect thereto.


 


Section 9.20   Survival.


 


Except as expressly
set forth to the contrary herein, no representations, warranties, covenants or agreements of Seller contained herein shall survive
the Closing.


 


Section 9.21   Survival of Article IX.


 


The provisions of this
Article IX shall survive the Closing.


 


[signature page follows]


 




    	 



    	 



    

 


 


The parties hereto have
executed this Agreement as of the date set forth in the first paragraph of this Agreement.


 


	 	Seller:	STREETS OF WEST CHESTER-PHASE II, LLC,
	 	 	a Delaware limited liability company
	 	 	 
	 	 	By:  RREEF America REIT II Corp. JJJ
	 	 	Its:  Manager
	 	 	 
	 	 	Name: 	 /s/ James E. Toney
	 	 	Its:  	Vice President


 


(additional signatures follow)


 




    	 



    	 



    

 


	 	Seller:	RREEF AMERICA REIT II CORP. CCC,
	 	 	a Maryland corporation
	 	 	 
	 	 	/s/ James E. Toney
	 	 	Name: 	James E. Toney
	 	 	Its: 	Vice President


 


(additional signatures follow)


 




    	 



    	 



    

 


	 	Buyer:	AMERICAN REALTY CAPITAL IV, LLC,
	 	 	a Delaware limited liability company
	 	 	 
	 	 	By:	 /s/ Edward M. Weil, Jr.
	 	 	Name: 	Edward M. Weil, Jr.
	 	 	Title:	President


 




    	 



    	 



    

 


The undersigned Title
Company hereby (a) accepts the foregoing Agreement and agrees to act as the Title Company under this Agreement in strict accordance
with its terms, and (b) acknowledges receipt of the Earnest Money and one (1) executed counterpart of this Agreement from Seller
and Buyer.


 


	 	Title Company:	CHICAGO TITLE INSURANCE COMPANY
	 	 	 
	 	 	By:	/s/ Linda Tyrrell
	 	 	Name: 	Liinda Tyrrell
	 	 	Title:	AVP/ Senior Escrow Officer


 




    	 



    	 



    

 


LIST OF EXHIBITS AND SCHEDULES



Exhibits


 


	Exhibit A	Real Property Description
	 	 
	Exhibit B	List of Tenant Leases
	 	 
	Exhibit C	Deed
	 	 
	Exhibit D	Bill of Sale
	 	 
	Exhibit E	Assignment of Leases, Service Contracts, Warranties and Other Intangible Property
	 	 
	Exhibit F	Estoppel Certificate
	 	 
	Exhibit G	List of Service Contracts
	 	 
	Exhibit H	Counterparty Identification Form
	 	 
	Exhibit I	Form of Audit Letter


 


Schedules


 


	Schedule 1	Disclosure Items


 




    	 



    	 



    

 


Exhibit
A



Real Property Description


 


TRACT 1:


  


 Situated in the State
of Ohio, County of Butler, Township of West Chester, Located in Section 27, Township 3, Range2:


 


Being Lots Numbered
Nine (9), Ten (10) and Eleven (11) of the Streets of West Chester, as the same are numbered and delineated upon the recorded plat,
of record in Plat Envelope 3689, Pages A through E, Recorder's Office, Butler County.


 


PPN: M5620-449-000-009
& 009T; M5620-449-000-010 & 010T; M5620-449-000-011 & 011T


 


TRACT 2:


 


Situated in the State
of Ohio, County of Butler, Township of West Chester, Located in Section 27, Township 3, Range 2:


 


Being Lot Numbered
Twelve (12) of the Streets of West Chester, as the same are numbered and delineated upon the recorded plat, of record in Plat Envelope
3689, Pages A through E, Recorder's Office, Butler County.


 


SAVE AND EXCEPT that
0.401 acre portion of Lot 12 set forth in Dedication Plat for a Portion of Village Center Avenue recorded in Official Record 8035,
Page 311, of the Butler County Records.


 


PPN: M5620-449-000-012
& 012T


 




    	 



    	 



    

 


Exhibit
B



List of Tenant Leases


 


		1.	Ambience Salon



		a.	Lease dated December 5, 2003



		b.	Tenant Notice Letter of CPI Increase dated February 14, 2008



		c.	First Amendment dated May 1, 2009



		d.	Second Amendment dated June 1, 2011



 


		2.	AMC



		a.	Lease dated August 22, 2002



		b.	First Amendment dated April 11, 2003



		c.	Start Date Agreement dated June 2003



		d.	Participation Agreement dated October 26, 2004



		e.	Second Amendment dated October 26, 2004



		f.	Assignment dated January 9, 2013



 


		3.	Ann Taylor



		a.	Lease dated May 1, 2012



 


		4.	Barnes & Noble



		a.	Lease dated November 21, 2002



		b.	Guaranty dated November 21, 2002



		c.	First Amendment dated February 20, 2003



		d.	RREEF/Continental Letter Agreement dated September 30, 2006



		e.	Agreement Concerning Lease dated March 26, 2007



		f.	Exhibit B not dated



		g.	Exhibit 8-1 not dated



		h.	Exhibit E not dated



 


		5.	Bravo Cucina Italiana



		a.	Lease dated November 5, 2002



		b.	Renewal Letter dated December 5, 2012



 


		6.	Buckeye Slab



		a.	Lease dated May 4, 2009



		b.	Commencement Date Agreement dated June 22, 2009



		c.	First Amendment dated December 1, 2009



		d.	Second Amendment dated November 1, 2010



		e.	Third Amendment dated November 1, 2011



		f.	Fifth Modification of Lease dated August 16, 2013



 


		7.	Chico's



		a.	Lease dated November 20, 2003



		b.	First Amendment dated January 21, 2004



 




    	 



    	 



    

 


		c.	Start Date Agreement dated February 16, 2004



		d.	Letter Agreement dated November 7, 2008



		e.	Second Amendment dated December 5, 2008



		f.	Renewal dated December 19, 2008



		g.	Third Amendment dated September 27, 2010



 


		8.	J. Jill



		a.	Lease dated September 10, 2003



		b.	Letter regarding Assignment dated December 15, 2004



		c.	Letter regarding Merger dated April 3, 2006



		d.	Tenant Notice Letter of CPI Increase dated February 28, 2008



		e.	Modification of Lease dated October 21, 2013



 


		9.	Jos. A. Bank



		a.	Lease dated August 15, 2003



		b.	First Amendment dated August 25, 2008



		c.	Modification of Lease dated October 17, 2013



 


		10.	Mitchell's Fish Market



		a.	Lease dated December 27, 2002



		b.	Consent to Assignment dated February 14, 2008



		c.	Continuing Lease Guaranty dated February 19, 2008



		d.	Tenant Notice Letter of CPI Increase dated February 28, 2008



 


		11.	P.F. Chang's



		a.	Lease dated December 27, 2002



		b.	Detail Check Register dated March 21, 2006



 


		12.	Sleep Number by Select Comfort



		a.	Lease dated November 16, 2007



		b.	Commencement Date Agreement dated May 6, 2008



		c.	Renewal dated June 24, 2013



 


		13.	Smari Designs



		a.	Lease dated August 6, 2010



		b.	Continuing Lease Guaranty dated August 6, 2010



 




    	 



    	 



    

 


Exhibit
C



Deed


 


General Warranty Deed


[Ohio
Rev. Code §5302.05]


 


That [________________], a [_________ corporation],
having an address at [__________________________________] for valuable consideration paid, grant(s), with general warranty covenants,
to [________________], a [_________ corporation], having an address at [__________________________________], the following real
property:


 


[Legal description or reference to Exhibit
A, and encumbrances, reservations, and exceptions, if any]


 


Prior instrument reference Volume __________
Page _________


 


This grant and conveyance
is made and accepted subject to matters set forth on Exhibit “B” attached hereto (the “Permitted Exceptions”).


 


Executed this ___ day of            ,20__.


 


	 	(Signature of Grantor)


 


State of                 )


County of               )


 


Before me, a Notary Public in and for said
County and State, personally appeared the above named _____________________who acknowledged that ________ did sign the foregoing
instrument and that the same is __________ free act and deed.


 


In testimony whereof, I have hereunto set
my hand and official seal at _____________, this ___ day of __________, 20__.


 


 


	 	Notary Public


 


This instrument prepared by: ____________________________


 




    	 



    	 



    

 


Exhibit
D



Bill of Sale


 


This Bill of Sale (the
“Bill of Sale”) is made and entered into ____________, 2014, by and between ____________________ (“Assignor”),
and __________________ (“Assignee”).


 


In consideration of
the sum of Ten Dollars ($10) and other good and valuable consideration paid by Assignee to Assignor, the receipt and sufficiency
of which are hereby acknowledged, Assignor does hereby assign, transfer, convey and deliver to Assignee, its successors and assigns,
all items of Tangible Personal Property (as defined in the Agreement referred to below), if any, owned by Assignor and situated
upon and used exclusively in connection with the Real Property (as defined in the Agreement) and more particularly described on
Exhibit A attached hereto and made a part hereof for all purposes, including, without limitation, the Tangible Personal
Property identified in Exhibit B, if any, attached hereto and made a part hereof for all purposes (the “Personal
Property”).


 


This Bill of Sale is
made subject, subordinate and inferior to the easements, covenants and other matters and exceptions set forth on Exhibit
C, if any, attached hereto and made a part hereof for all purposes.


 


Assignee
acknowledges and agrees that, except as expressly provided in, and subject to the limitations contained in, that certain agreement
of purchase and Sale dated January __, 2014, by and between Assignor and Assignee (the “agreement”), Assignor
has not made, does not make and specifically disclaims any representations, warranties, promises, covenants, agreements or guaranties
of any kind or character whatsoever, whether express or implied, oral or written, past, present or future, of, as to, concerning
or with respect to (a) the nature, quality or conditions of the personal property, (b) the income to be derived from the personal
property, (c) the suitability of the personal property for any and all activities and uses which assignee may conduct thereon,
(d) the compliance of or by the personal property or its operation with any laws, rules, ordinances or regulations of any applicable
governmental authority or body, (e) the quality, habitability, merchantability or fitness for a particular purpose of any of the
personal property, or (f) any other matter with respect to the personal property. Assignee further acknowledges and agrees that,
having been given the opportunity to inspect the personal property, Assignee is relying solely on its own investigation of the
personal property and not on any information provided or to be provided by Assignor, except as specifically provided in the Agreement.
Assignee further acknowledges and agrees that any information provided or to be provided with respect to the personal property
was obtained from a variety of sources and that Assignor has not made any independent investigation or verification of such information.
Assignee further acknowledges and agrees that the sale of the personal property as provided for herein is made on an “as
is, where is” condition and basis “with all faults,” except as specifically provided in, and subject to the limitations
contained in, the Agreement.


 




    	 



    	 



    

 


The obligations of
Assignor are intended to be binding only on the property and assets of Assignor and shall not be personally binding upon, nor shall
any resort be had to, the private properties of any Seller Related Parties (as defined in the Agreement) other than Assignor.


 


IN WITNESS WHEREOF,
Assignor and Assignee have caused this Bill of Sale to be executed on the date and year first above written.


 


	 	Assignor: 	,
	 	 	a	 
	 	 	 
	 	 	By:	 
	 	 	Its:	 


 


	 	By:	 
	 	Its:	 


 


	 	Assignee:	,
	 	 	a	 
	 	 	 
	 	 	By:	 
	 	 	Its:	 



 


	 	By:	 
	 	Its:	 


 




    	 



    	 



    

 


Exhibit
E



Assignment of Leases, Service Contracts,

Warranties and Other Intangible Property


 


This Assignment of
Leases, Service Contracts, Warranties and Other Intangible Property (this "Assignment") is made and entered into
_______________, 2014, by and between _____________________________ ("Assignor"), ____________________________________
_____________________________________________ ("Assignee").


 


For good and valuable
consideration paid by Assignee to Assignor, the receipt and sufficiency of which are hereby acknowledged, Assignor does hereby
assign, transfer, set over and deliver unto Assignee all of Assignor's right, title, and interest in and to the following (collectively,
the "Assigned Items"): (i) those certain leases and any guaranties thereof and security deposits thereunder (the
"Leases") listed on Exhibit A attached hereto and made a part hereof for all purposes except for
Seller's right to receive delinquent rent and other delinquent sums owing under such Leases for the period prior to the date hereof
in accordance with the Agreement (as defined below), (ii) those certain service contracts, equipment leases, tenant improvement
agreements and leasing agreements (the "Service Contracts") listed on Exhibit B, if any, attached
hereto and made a part hereof for all purposes, and (iii) all assignable warranties and guaranties relating to the Real Property
(as defined in the Agreement), including, without limitation, those certain warranties held by Assignor (the "Warranties")
listed on Exhibit C, if any, attached hereto and made a part hereof for all purposes, and (iv) all zoning, use, occupancy
and operating permits, and other permits, licenses, approvals, waivers, land use entitlements, and certificates, maps, plans, specifications,
and all other Intangible Personal Property (as defined in the Agreement) owned by Assignor and used exclusively in the use or operation
of the Real Property and Personal Property (as defined in the Agreement), including, without limitation, any right of Assignor
to use the name "Streets of West Chester" and any other trade name owned by Assignor now used exclusively in connection
with the Real Property and any utility contracts or other agreements or rights relating to the use and operation of the Real Property
and Personal Property (but excluding the name "RREEF" and any derivation thereof) (collectively, the "Other Intangible
Property").


 


This Assignment is
made subject, subordinate and inferior to the easements, covenants and other matters and exceptions set forth on Exhibit
D, if any, attached hereto and made a part hereof for all purposes.


 


Assignee
acknowledges and agrees, by its acceptance hereof, that, except as expressly provided in, and subject to the limitations contained
in, that certain Agreement of Purchase and Sale, dated as of January ___, 2014, by and between Assignor and Assignee (the "Agreement"),
the assigned items are conveyed "as is, where is" and in their present condition with all faults, and that assignor has
not made, does not make and specifically disclaims any representations, warranties, promises, covenants, agreements or guaranties
of any kind or character whatsoever, whether express or implied, oral or written, past, present or future, of, as to, concerning
or with respect to the nature, quality or condition of the assigned items, 


 




    	 



    	 



    

 


the
income to be derived therefrom, or the enforceability, merchantability or fitness for any particular purpose of the assigned items.


 


Except as otherwise
expressly provided in the Agreement, by accepting this Assignment and by its execution hereof, Assignee assumes the payment and
performance of, and agrees to pay, perform and discharge, all the debts, duties and obligations to be paid, performed or discharged
from and after the Closing Date (as defined in the Agreement) by (a) the "landlord" or the "lessor" under
the terms, covenants and conditions of the Leases, including, without limitation, brokerage commissions and compliance with the
terms of the Leases relating to tenant improvements and security deposits, and (b) the owner under the Service Contracts,
the Warranties and/or the Other Intangible Property. Except as otherwise expressly provided in the Agreement, Assignee agrees to
indemnify, hold harmless and defend Assignor from and against any and all claims, losses, liabilities, damages, costs and expenses
(including, without limitation, court costs and reasonable attorneys' fees and disbursements) resulting by reason of the failure
of Assignee to pay, perform or discharge any of the debts, duties or obligations assumed or agreed to be assumed by Assignee hereunder
arising out of or relating to, directly or indirectly, in whole or in part, the Assigned Items, from and after the Closing Date.
Except as otherwise expressly provided in the Agreement, and subject to the provisions of Sections 3.2 and 9.19 of the Agreement
(which provisions are not modified in any way by the following indemnity), Assignor agrees to protect, indemnify, defend and hold
Assignee harmless from and against all claims, losses, damages, costs, expenses, obligations and liabilities (including, without
limitation, court costs and reasonable attorneys' fees and disbursements) (collectively, "Claims") arising out of or
relating to, directly or indirectly, in whole or in part, the Leases or Service Contracts prior to the Closing Date, including,
without limitation, defaults under the Leases by Assignor as landlord; provided, however, that the foregoing indemnity shall not
apply to any Claims relating in any way to the physical, environmental or other condition of the Property (as defined in the Agreement)
or the compliance or non-compliance of the Property with any legal requirements; and provided further that the foregoing indemnity
shall apply solely to Claims first raised after the Closing Date and shall survive only for a period of nine (9) months after the
Closing Date. Any such Claim which Assignee may have at any time against Assignor, whether known or unknown, which is not specifically
asserted by written notice to Assignor within such nine (9) months period shall not be valid or effective, and neither Assignor
nor any Seller Related Parties (as defined in the Agreement) shall have any liability with respect thereto.


 


The obligations of
Assignor are intended to be binding only on the property and assets of Assignor and shall not be personally binding upon, nor shall
any resort be had to, the private properties of any Seller Related Parties other than Assignor.


 


All of the covenants,
terms and conditions set forth herein shall be binding upon and shall inure to the benefit of the parties hereto and their respective
successors and assigns.


 


[signature page follows]


 




    	 



    	 



    

 


IN WITNESS WHEREOF,
Assignor and Assignee have caused this Assignment to be executed on the day and year first above written.


 




	 	Assignor: 	,
	 	 	a	 
	 	 	 
	 	 	By:	 
	 	 	Its:	 


 


	 	By:	 
	 	Its:	 


 


	 	Assignee:	,
	 	 	a	 
	 	 	 
	 	 	By:	 
	 	 	Its:	 



 


	 	By:	 
	 	Its:	 


  




    	 



    	 



    

 


Exhibit
F



Tenant Estoppel


 


The undersigned ("Tenant")
hereby certifies to _____________________ ("Seller") and to American Realty Capital IV, LLC, ARC SWWCHOH001, LLC,
and its successors and assigns (collectively, "Buyer"), and Buyer's lender [INSERT NAME OF LENDER, IF KNOWN],
and its successors and assigns ("Buyer's Lender"), in connection with Buyer's proposed purchase of that certain
project commonly known as "The Streets of West Chester" located at _______________________________, _________________
(the "Project") that:


 


1.     Tenant is the
lessee of certain space (the "Premises") in the Project, containing approximately _________ square feet and known
as Suite No. ____, under a lease dated __________, ______ (the "Lease") entered into between Tenant and ___________________________,
as lessor ("Lessor").


 


2.     The Lease is
presently in full force and effect and Tenant is not in default thereunder.


 


3.     The Lease, a
true, correct and complete copy of which is attached hereto as Exhibit A, constitutes the entire agreement between
Lessor and Tenant, and there has been no amendment, written or oral, to the Lease except as included in Exhibit A.
Tenant neither expects nor has been promised any inducement, concession or consideration for entering into the Lease, except as
stated therein, and there are no side agreements or understandings between Lessor and Tenant.


 


4.     Tenant has accepted
the Premises and is paying rent under the Lease.


 


5.     The term of the
Lease commenced on _______________, ____, and will end on ____________, with ___________ (__) options to extend of successive periods
of _______ years each. The monthly rental for lease year _____ - _____ is _____________________________ Dollars ($__________).


 


6.     Tenant is required
to pay its pro rata share of operating expenses/common area maintenance expenses of the Project and its pro rata share of the Project's
real property taxes and insurance costs. Tenant's percentage share of operating expenses/common area maintenance expesnes, insurance
and real property taxes is _____%, which is currently being paid on an estimated basis in advance at the rate of $__________ per
month.


 


7.     Tenant is obligated
to pay percentage rent equal to ____% of annual gross sales in excess of $__________. Percentage rent has been paid through __________,
201[].


 


8.     As of the date
of this certificate, to the knowledge of Tenant, Lessor is not in default under the Lease, nor does any condition exist which with
the giving of notice of the passage of time, or both, would constitute a default by Lessor under the Lease. Neither Lessor nor
Tenant has commenced any action to terminate the Lease or has given or received any notice of default with respect to the Lease.


 






    	 



    	 



    

 


9.     The amount of
the security deposit paid under the terms of the Lease is ___________________________ Dollars ($__________). No rent under the
Lease has been paid more than one month in advance, and no other sums have been deposited with Lessor.


 


10.   The undersigned
has not entered into any sublease, assignment or any other agreement transferring any of its interest in the Lease or the Premises
except as follows: _________________________________.


 


11.   Tenant has unconditionally
accepted possession of the Premises and is now occupying the Premises and open for business. Any improvements to be made by Lessor
have been completed to the satisfaction of Tenant. Tenant has received payment in full of any tenant improvement allowance or build-out
allowance or any other payment to be provided by Lessor under the terms of the Lease. Tenant is not aware of any defect in the
Premises.


 


12.   There is no
remaining free rent period or any unexpired concession or abatement of rent. The lease term has commenced and full rental is now
accruing thereunder. Lessor is not reimbursing Tenant or paying Tenant's rent obligations under any other lease, and Tenant has
not advanced any funds for or on behalf of Lessor for which Tenant has a right of deduction from, or set off against, future rent
payments. Tenant has no present right to any credit, offset, deduction or defense against any rents, additional rents or other
sums due or to become due under the Lease.


 


13.   The Lease does
not contain and Tenant does not otherwise have any (1) option to purchase the Premises or the Project, (2) right of first refusal
with respect to the Premises or the Project, (3) any right to lease additional space in the Project, or (4) right to terminate
or cancel the Lease in whole or in part (except as expressly set forth in the Lease).


 


14.   All exhibits
attached hereto are by this reference incorporated fully herein. The terms "this certificate" shall be considered to
include all such exhibits. The undersigned makes this statement for the Buyer's, Buyer's Lender's and Seller's benefit and protection
with the understanding that Buyer (and any assignee of Buyer's right to purchase the Premises) and Buyer's Lender intend to rely
upon this statement in connection with Buyer's or its assignee's intended purchase (and Buyer's Lender's financing of the purchase)
of the above described Project from Seller. The undersigned agrees that it will, upon receipt of written notice from Seller, commence
to pay all rents to the Buyer (or its assignee) or to any agent acting on behalf of the Buyer or its assignee.


 


	EXECUTED:  _______________ , 2014.	TENANT:
	 	 
	 	 
	 	By:	 
	 	 
	 	Its:	 


 




    	 



    	 



    

 


Exhibit
G



List of Service Contracts


 


		·	Cincinnati Dayton Fire Protection



 


		·	Contract Sweepers



 


		·	Global Management Solutions



 


		·	IPC International Corp. Security Services



 


		·	The Brickman Group (Snow)



 


		·	The Brickman Group LTD. LLC



 


		·	TP Mechanical Contractors



 


		·	Cardno ATC (Environmental Audit)



 


		·	Systematic Roofing Analysis



 




    	 



    	 



    

 


Exhibit H



Counterparty Identification Form


 




    	 



    	 



    

 


Counterparty Identification Form 


In order to comply with German Money Laundering
Act (Section 3 Part no. 2), which applies on an extraterritorial basis, all Deutsche Bank entities, their subsidiaries and affiliates
are required to identify and maintain records of their transactional and/or contractual counterparties and the ownership structure
of the funds or assets which are subject to the transaction.


In the Americas,
please email your completed form to: DeAMCounterparty.DueDiligenceRequests@db.com


 






 


		A.	Counterparty Information



 


	Legal Name: 	_________________________________________________________________________
	Legal Address:	_________________________________________________________________________
	 	_________________________________________________________________________
	Identification Type1:	_________________________________________________________________________
	Identification #:	_________________________________________________________________________


 


	Industry:	 ̈ Financial Services	 ̈ Investment Advisory 	 ̈ Real Estate Management





	 	 ̈ Other: 	 	 


 


Please provide documents of identification
for the entity listed above when returning this form.


 


		B.	Counterparty Ownership and Control Information 



 


Please respond to the question below regarding
the ownership and control structure of the counterparty.


 


		1)	Does any natural person own/control 25% or more of the counterparty?



 ̈
Yes           ̈ No


 


If Yes, please provide information
below regarding each control person and/or beneficial owner that holds/controls 25% or more if the counterparty:


 


	#	 	Full Name	 	Date of

Birth2	 	Full Address3	 	Nationality	 	Ownership

%
	 	 	 	 	 	 	 	 	 	 	 


 


Please provide documents of identification
for the entity listed above when returning this form.


 





 



1 Types of identification are: For corporations:
Documents issued or certified by a government, a state or a public institution that prove the existence of the corporation and
its legal constitution. For natural persons: Government issued ID.


2 This information might be left blank, if data
privacy regulations require, however further information to validate the identity of the person might be requested at a later
time.


3 Further information on
Ultimate Beneficial Ownership information may be requested


 




    	 



    	 



    

 


		C.	Transaction Information 



 


In what capacity does the counterparty
act?


	 ̈ Proprietary 	 ̈ Discretionary 	 ̈ Non-Discretionary


 


If not Proprietary, please identify the
entity for which the counterparty acts:


 


	Legal Name: 	__________________________________________
	Legal Address:	__________________________________________
	 	__________________________________________


 


Please provide documents of identification
for the entity listed above when returning this form.


 


		D.	Transaction Investor and Ownership Information 



 


Please respond to the questions below regarding
the ownership structure of the funds or assets which are subject to the transaction.


 


		1)	Does any investor or beneficial owner own/control 25% or more transaction assets?



☐
Yes              ☐ No


 


If Yes, please provide information
below regarding each investor and/or beneficial owner that holds/controls 25% or more if the transactional assets:


 


	#	 	Full Name	 	Date of

Birth4	 	Full Address5	 	Nationality	 	Ownership

%
	 	 	 	 	 	 	 	 	 	 	 


 


Please provide documents of identification
for the entity listed above when returning this form.


 


On behalf of the counterparty, the authorized
signatory6 confirms that the above information is complete and accurate.


Subject to any legal restrictions, we further
confirm that in the event of an enquiry from law enforcement agencies or regulators, copies of the relevant investor or beneficial
owner details will be made available to Deutsche Bank, or the regulatory body making the inquiry.


 


Signed: ______________________________________________________________________
   Date: ___/___/_____


Name: ____________________________________________________________________________________________


Position: __________________________________________________________________________________________


Contact Details: ____________________________________________________________________________________


 


This
section is for DB internal use only. 


Add applicable comments or notes:


___________________________________________________________________________________________________


___________________________________________________________________________________________________


DB Employee Name: ________________________________
Phone Number: __________________________________


 





 



4 This information might be left blank, if data
privacy regulations require, however further information to validate the identity of the person might be requested at a later
time.


5 Further information on Ultimate Beneficial
Ownership information may be requested


6 Authorized signatory shall be a legal representative,
legal counsel, compliance officer or similar function of the counterparty


 




    	 



    	 



    

 


Exhibit I


 


Form of Audit Letter


 


[Date]


 


[Address of Buyer's
Auditor]


 


We are providing this
letter as an informational accommodation in connection with your audit of the statement of revenues and certain expenses (the "Statement")
of The Streets of West Chester, West Chester, Ohio (the "Property") for the period from _______________ to _______________.


 


We confirm, to our
actual, current knowledge, without any duty of inquiry or investigation, the following representation made to you during your audit:


 


1.     The Statement
referred to above was prepared in material conformity with sound accounting principles, consistently applied.


 


2.     We have no actual,
current knowledge of any fraud affecting the operations of the Property that had a material effect on the accuracy of the Statement.


 





	 	SELLER:
	 	 
	 	_________________________,
	 	a	 







  


	 	By:	 
	 	Name:	 
	 	Title:	 


 




    	 



    	 



    

 


Schedule I



Disclosure Items


 


None.