EXHIBIT 10.1

PURCHASE AND SALE AGREEMENT

BETWEEN

WELLS REAL ESTATE FUND III, L.P.

AND

EAST CAROLINA UNIVERSITY REAL ESTATE FOUNDATION, INC.

GREENVILLE CENTER

July 1, 2002



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SCHEDULE OF EXHIBITS

|            |  |                                                                                                           |  | Reference          | 
|----------- |  | --------------------------------------------------------------------------------------------------------- |  | ------------------ | 
|Exhibit A |  | Description of Property                                                                                   |  | p 4                | 
|Exhibit B |  | List of Personal Property                                                                                 |  | p5                 | 
|Exhibit C |  | List of Existing Commission Agreements and Management Agreement                                           |  | pp 2, 4 & § 4.1(f) | 
|Exhibit D |  | Form of Escrow Agreement                                                                                  |  | p 3                | 
|Exhibit E |  | List of Existing Environmental Reports                                                                    |  | p 3                | 
|Exhibit F |  | Rent Roll                                                                                                 |  | p 5                | 
|Exhibit G |  | Exception Schedule                                                                                        |  | § 4.1              | 
|Exhibit H |  | List of Operating Agreements                                                                              |  | p 5                | 
|Exhibit I |  | Form of Tenant Estoppel Certificate                                                                       |  | p 6 & § 6.1(d)     | 
|Exhibit J |  | Property Tax Appeals                                                                                      |  | § 4.1(g)           | 
|Exhibit K |  | Unpaid Tenant Inducement Costs and Leasing Commissions re current tenants for which Seller is responsible |  | § 5.4(e)           | 



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SCHEDULE OF CLOSING DOCUMENTS

|Schedule 1  |  | Form of Limited Warranty Deed                                                                                              | 
|----------- |  | -------------------------------------------------------------------------------------------------------------------------- | 
|Schedule 2  |  | Form of Assignment and Assumption of Leases and Security Deposits and Leasing Commission Obligations arising after Closing | 
|Schedule 3  |  | Form of Bill of Sale to Personal Property                                                                                  | 
|Schedule 4  |  | Form of Assignment and Assumption of Operating Agreements                                                                  | 
|Schedule 5  |  | Form of General Assignment of Sellers Interest in Intangible Property                                                     | 
|Schedule 6  |  | Form of Sellers Affidavit (for Purchasers Title Insurance Purposes)                                                      | 
|Schedule 7  |  | Form of Sellers Certificate (as to Sellers Representations and Warranties)                                               | 
|Schedule 8  |  | Form of Sellers FIRPTA Affidavit                                                                                          | 
|Schedule 9  |  | Form of Purchasers Certificate (as to Purchasers Representations and Warranties)                                         | 
|Schedule 10 |  | Form of Sellers Estoppel (as to Leases)                                                                                   | 

PURCHASE AND SALE AGREEMENT

GREENVILLE CENTER

THIS PURCHASE AND SALE AGREEMENT (the Agreement), made and entered into this 1st day of July, 2002, by and
betweenWELLS REAL ESTATE FUND III, L.P., a Georgia limited partnership (Seller), andEAST CAROLINA UNIVERSITY REAL
ESTATE FOUNDATION, INC., a North Carolina non-profit corporation (Purchaser).

WITNESETH:

WHEREAS, Seller desires to sell certain improved real property commonly known as Greenville Center located at 2200 S. Charles Boulevard, Pitt County,
Greenville, North Carolina, together with certain related personal and intangible property, and Purchaser desires to purchase such real, personal and intangible property; and

WHEREAS, the parties hereto desire to provide for said sale and purchase on the terms and conditions set forth in this Agreement;

NOW, THEREFORE, for and in consideration of the premises, the mutual covenants and agreements hereinafter set forth, and for other good and valuable consideration, the
receipt,



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adequacy, and sufficiency of which are hereby acknowledged by the parties hereto, the parties hereto hereby covenant and agree as follows:

ARTICLE 1.DEFINITIONS

For purposes of this Agreement, each of the following capitalized terms
shall have the meaning ascribed to such terms as set forth below:

Ancillary Closing Documents
shall mean, collectively, the Assignment and Assumption of Leases, the Assignment and Assumption of Operating Agreements, the General Assignment, and the Sellers Certificate.

Assignment and Assumption of Leases shall mean the form of assignment and assumption of Leases and Security
Deposits and obligations under the Commission Agreements to be executed and delivered by Seller and Purchaser at the Closing in the form attached hereto asSCHEDULE2.

Assignment and Assumption of Operating Agreements shall mean the form of assignment and
assumption of the Operating Contracts to be executed and delivered by Seller and Purchaser at the Closing in the form attached hereto asSCHEDULE4.

Bill of Sale shall mean the form of bill of sale to the Personal Property to be executed and delivered by Seller
to Purchaser at the Closing in the form attached hereto asSCHEDULE3.

Broker shall have the meaning ascribed thereto in Section 10.1 hereof.

Business Day shall mean any day other than a Saturday, Sunday or other day on which banking institutions in the State of North Carolina are authorized by law or executive action to
close.

Closing shall mean the consummation of the purchase and sale of the Property pursuant to
the terms of this Agreement.

Closing Date shall have the meaning ascribed thereto in Section 2.6
hereof.

Commission Agreements shall have the meaning ascribed thereto in Section 4.1(f) hereof,
and such agreements are more particularly described onEXHIBITCattached hereto and made a part hereof.

Due Diligence Material shall have the meaning ascribed thereto in Section 3.7 hereof.

Earnest Money shall mean the Initial Earnest Money actually paid by Purchaser to Escrow Agent hereunder, and
together with all interest which accrues thereon as provided in Section 2.3(b) hereof and in the Escrow Agreement.



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Effective Date shall mean the last date upon which
the following shall have occurred: (a) Purchaser and Seller shall have delivered at least two (2) fully executed counterparts of this Agreement to the other, (b) Purchaser, Seller and Escrow Agent shall have executed and delivered at least one (1)
fully executed counterpart of the Escrow Agreement to each other party, and (c) Purchaser shall have delivered the Initial Earnest Money (by federal wire transfer or delivery of Purchasers check made payable to Escrow Agent) to Escrow
Agent.

Environmental Law shall mean any law, ordinance, rule, regulation, order, judgment,
injunction or decree relating to pollution or substances or materials which are considered to be hazardous or toxic, including, without limitation, the Resource Conservation and Recovery Act, the Comprehensive Environmental Response, Compensation
and Liability Act, the Hazardous Materials Transportation Act, the Clean Water Act, the Toxic Substances Control Act, the Emergency Planning and Community Right to Know Act, any state and local environmental law, all amendments and supplements to
any of the foregoing and all regulations and publications promulgated or issued pursuant thereto.

Escrow Agent shall mean the Title Company, at its office at 117 North Merritt Avenue, Salisbury, NC 28144-2651.

Escrow
Agreement shall mean that certain Escrow Agreement in the form attached hereto asEXHIBITDentered into
contemporaneously with the execution and delivery of this Agreement by Seller, Purchaser and Escrow Agent with respect to the Earnest Money.

Existing Environmental Reports shall mean those certain reports, correspondence and related materials, if any, more particularly described onEXHIBITEattached hereto and made a part hereof.

Existing
Survey shall mean that certain survey with respect to the Land and the Improvements prepared by Rivers & Associates dated May 2, 1990.

FIRPTA Affidavit shall mean the form of FIRPTA Affidavit to be executed and delivered by Seller to Purchaser at
Closing in the form attached hereto asSCHEDULE8.

First Title Notice shall have the meaning ascribed thereto in Section 3.4 hereof.

General Assignment shall have the meaning ascribed thereto in Section 5.1(g) hereof.

Hazardous Substances shall mean any and all pollutants, contaminants, toxic or hazardous wastes or any other substances that might pose a hazard to health or safety, the removal of
which may be required or the generation, manufacture, refining, production, processing, treatment, storage, handling, transportation, transfer, use, disposal, release, discharge, spillage, seepage or filtration of which is or shall be restricted,
prohibited or penalized under any Environmental Law (including, without limitation, lead paint, asbestos, urea formaldehyde foam insulation, petroleum and polychlorinated biphenyls).



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Improvements shall mean all buildings, structures
and improvements now or on the Closing Date situated on the Land, including without limitation, all parking areas and facilities, improvements and fixtures located on the Land.

Initial Earnest Money shall mean the sum of Twenty-Five Thousand and No/100 Dollars ($25,000.00
U.S.).

Inspection Period shall mean the period expiring at 5:00 P.M. Eastern Standard Time sixty
(60) days following the Effective Date.

Intangible Property shall mean all intangible property, if
any, owned by Seller and related to the Land and Improvements, including without limitation, Sellers rights and interests, if any, in and to the following (to the extent assignable): (i) the name Greenville Center, (ii) all
assignable plans and specifications and other architectural and engineering drawings for the Land and Improvements; (iii) all assignable warranties or guaranties given or made in respect of the Improvements or Personal Property; (iv) all
transferable consents, authorizations, variances or waivers, licenses, permits and approvals from any governmental or quasi-governmental agency, department, board, commission, bureau or other entity or instrumentality solely in respect of the Land
or Improvements; and (v) all of Sellers right, title and interest in and to all assignable Operating Agreements that Purchaser agrees to assume (or is deemed to have agreed to assume).

Land shall mean those certain tracts or parcels of real property located in the City of Greenville, Pitt County,
North Carolina, which are more particularly described onEXHIBITAattached hereto and made a part hereof, together with all rights, privileges and
easements appurtenant to said real property, and all right, title and interest of Seller, if any, in and to any land lying in the bed of any street, road, alley or right-of-way, open or closed, adjacent to or abutting the Land.

Lease and Leases shall mean the leases or occupancy
agreements, including those in effect on the Effective Date which are more particularly identified onEXHIBITFattached hereto, and any amended or
new leases entered into pursuant to Section 4.3(a) of this Agreement, which as of the Closing affect all or any portion of the Land or Improvements.

Management Agreement shall have the meaning ascribed thereto in Section 4.1(f) hereof and is more particularly described onEXHIBITCattached hereto and made a part hereof.

Monetary
Objection or Monetary Objections shall mean (a) any mortgage, deed to secure debt, deed of trust or similar security instrument encumbering all or any part of
the Property, (b) any mechanics, materialmans or similar lien (unless resulting from any act or omission of Purchaser or any of its agents, contractors, representatives or employees or any tenant of the Property), (c) the lien of ad
valorem real or personal property taxes, assessments and governmental charges affecting all or any portion of the Property which are delinquent, and (d) any judgment of record against Seller in the county or other applicable jurisdiction in which
the Property is located.



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Operating Agreements shall mean all those certain
contracts and agreements more particularly described onEXHIBITHattached hereto and made a part hereof relating to the repair,
maintenance or operation of the Land, Improvements or Personal Property which will extend beyond the Closing Date, including, without limitation, all equipment leases.

Other Notices of Sale shall have the meaning ascribed thereto in Section 5.1(s) hereof.

Permitted Exceptions shall mean, collectively, (a) liens for taxes, assessments and governmental charges not yet
due and payable or due and payable but not yet delinquent, (b) the Leases, and (c) such other easements, restrictions and encumbrances that do not constitute Monetary Objections.

Personal Property shall mean all furniture (including common area furnishings and interior landscaping items),
carpeting, draperies, appliances, personal property (excluding any computer software which either is licensed to Seller or Seller deems proprietary), machinery, apparatus and equipment owned by Seller and currently used exclusively in the operation,
repair and maintenance of the Land and Improvements and situated thereon, as generally described onEXHIBITBattached hereto and made a part hereof,
and all non-confidential books, records and files (excluding any appraisals, budgets, strategic plans for the Property, internal analyses, information regarding the marketing of the Property for sale, submissions relating to Sellers obtaining
of corporate or partnership authorization, attorney and accountant work product, attorney-client privileged documents, or other information in the possession or control of Seller or Sellers property manager which Seller deems proprietary)
relating to the Land and Improvements. The Personal Property doesnotinclude any property owned by tenants, contractors or licensees, and shall be conveyed by Seller to Purchaser subject to depletions,
replacements and additions in the ordinary course of Sellers business.

Property shall have
the meaning ascribed thereto in Section 2.1 hereof.

Purchase Price shall be the amount specified
in Section 2.4 hereof.

Purchasers Certificate shall have the meaning ascribed thereto in
Section 5.2(d) hereof.

Rent Roll shall meanEXHIBITFattached to this Agreement and made a part hereof.

Security
Deposits shall mean any security deposits, rent or damage deposits or similar amounts (other than rent paid for the month in which the Closing occurs) actually held by Seller with respect to any of the
Leases.

Sellers Affidavit shall mean the form of owners affidavit to be given by
Seller at Closing to the Title Company in the form attached hereto asSCHEDULE6.

Sellers Certificate shall mean the form of certificate to be executed and delivered by Seller to Purchaser
at the Closing with respect to the truth and accuracy of Sellers warranties and representations contained in this Agreement (modified and updated as the circumstances require), in the form attached hereto asSCHEDULE7.



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Sellers Estoppel shall mean the form of
estoppel that may be executed and delivered by Seller at Closing in substantially the form attached hereto asSCHEDULE10, as contemplated in Section 6.1(d)
hereof.

Survey and Surveys shall have
the meaning ascribed thereto in Section 3.4 hereof.

Taxes shall have the meaning ascribed thereto
in Section 5.4(a) hereof.

Tenant Estoppel Certificate or Tenant
Estoppel Certificates shall mean certificates to be sought from the tenants under the Leases in substantially the form attached hereto asEXHIBIT I; provided,
however, if any Lease provides for the form or content of an estoppel certificate from the tenant thereunder, the Tenant Estoppel Certificate with respect to such Lease may be in the form as called for therein.

Tenant Inducement Costs shall mean any out-of-pocket payments required under a Lease to be paid by the landlord
thereunder to or for the benefit of the tenant thereunder which is in the nature of a tenant inducement, including specifically, but without limitation, tenant improvement costs, lease buyout payments, and moving, design, refurbishment and club
membership allowances and costs. The term Tenant Inducement Costs shallnotinclude loss of income resulting from any free rental period, it being understood and agreed that Seller shall
bear the loss resulting from any free rental period until the Closing Date and that Purchaser shall bear such loss from and after the Closing Date.

Tenant Notices of Sale shall have the meaning ascribed thereto in Section 5.1(r) hereof.

Title Company shall mean Statewide Title, Inc.

Title
Commitment shall have the meaning ascribed thereto in Section 3.4 hereof.

Warranty
Deed shall mean the form of deed attached hereto asSCHEDULE1.

ARTICLE
2.PURCHASE AND SALE

2.1.    Agreement to Sell and
Purchase. Subject to and in accordance with the terms and provisions of this Agreement, Seller agrees to sell and Purchaser agrees to purchase, the following property (collectively, the Property):

| | (a) |  | the Land;                                                                                                              
| | --- |  | -----------------------------------------------------------------------------------------------------------------------
| |     | 
| | (b) |  | the Improvements;                                                                                                      
| |     | 
| | (c) |  | all of Sellers right, title and interest in and to the Leases, any guaranties of the Leases and the Security Deposits;
| |     | 
| | (d) |  | the Personal Property; and                                                                                             



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| | (e) |  | the Intangible Property.
| | --- |  | ------------------------

2.2.    Permitted
Exceptions. The Property shall be conveyed subject to the matters which are, or are deemed to be, Permitted Exceptions.

2.3.    Earnest Money.

(a)      Contemporaneously with Purchasers execution and delivery of this Agreement, Purchaser has delivered the Initial Earnest Money to Escrow Agent by federal wire transfer or by
Purchasers check, payable to Escrow Agent, which Initial Earnest Money shall be held and released by Escrow Agent in accordance with the terms of the Escrow Agreement.

(b)      The Earnest Money shall be applied to the Purchase Price at the Closing and shall otherwise be held, refunded,
or disbursed in accordance with the terms of the Escrow Agreement and this Agreement. All interest and other income from time to time earned on the Initial Earnest Money shall be earned for the account of Purchaser, and shall be a part of the
Earnest Money; and the Earnest Money hereunder shall be comprised of the Initial Earnest Money and all such interest and other income.

2.4.    Purchase Price.Subject to adjustment and credits as otherwise specified in this Section 2.4 and elsewhere in this Agreement, the
purchase price (the Purchase Price) to be paid by Purchaser to Seller for the Property shall be TWO MILLION FOUR HUNDRED THOUSAND DOLLARS AND NO/100 ($2,400,000 U.S.). The Purchase Price
shall be paid by Purchaser to Seller at the Closing as follows:

(a)      The Earnest Money shall be paid by
Escrow Agent to Seller at Closing; and

(b)      An amount equal to the Purchase Price shall be paid by
Purchaser to Seller at the Closing by Cashiers Check or by wire transfer of immediately available federal funds to an account designated by Seller, less the amount of the Earnest Money paid by Escrow Agent to Seller at Closing, and subject to
prorations, adjustments and credits as otherwise specified in this Agreement.

2.5.    Independent
Contract ConsiderationIn addition to, and not in lieu of the delivery to Escrow Agent of the Initial Earnest Money, Purchaser shall deliver to Seller, concurrently with Purchasers
execution and delivery of this Agreement to Seller, Purchasers check, payable to the order to Seller, in the amount of One Hundred and No/100 Dollars ($100.00). Seller and Purchaser hereby mutually acknowledge and agree that said sum
represents adequate bargained for consideration for Sellers execution and delivery of this Agreement and Purchasers right to inspect the Property pursuant to Article III. Said sum is in addition to and independent of any other
consideration or payment provided for in this Agreement and is nonrefundable in all events.

2.6.    Closing. The consummation of the sale by Seller and purchase by Purchaser of the Property (the Closing) shall be held on or before that date thirty (30)
days following the expiration of the Inspection Period. Subject to the foregoing, the Closing shall be consummated



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through an escrow administered by the Title Company at such specific place, time and date (the Closing Date) as shall be designated by Purchaser in a written notice to Seller not less than three (3) Business Days prior to Closing. The Purchase Price and all Closing Documents shall be deposited with the Title Company on the outside date
for Closing as provided above.

ARTICLE 3.PURCHASERS INSPECTION AND REVIEW RIGHTS

3.1.    Due Diligence Inspections.

(a)      From and after the Effective Date until the Closing Date or earlier termination of this Agreement, Seller shall
permit Purchaser and its authorized representatives to inspect the Property to perform due diligence, soil analysis and environmental investigations, to examine the records of Seller with respect to the Property, and make copies thereof, at such
times during normal business hours as Purchaser or its representatives may request. All such inspections shall be nondestructive in nature, and specifically shall not include any physically intrusive testing. All such inspections shall be performed
in such a manner to minimize any interference with the business of the tenants under the Leases at the Property and, in each case, in compliance with Sellers rights and obligations as landlord under the Leases. Purchaser agrees to coordinate
with Seller in its discussions and negotiations with Sellers existing tenants with regard to Purchasers purchase of the Property. All inspection fees, appraisal fees, engineering fees and all other costs and expenses of any kind incurred
by Purchaser relating to the inspection of the Property shall be solely Purchasers expense. Seller reserves the right to have a representative present at the time of making any such inspection. Purchaser shall notify Seller not less than five
(5) Business Days in advance of making any such inspection.

(b)      If the Closing is not consummated
hereunder, Purchaser shall promptly (and as a condition to the refund of the Earnest Money) deliver copies of all reports, surveys and other information furnished to Purchaser by third parties in connection with such inspections to Seller; provided,
however, that delivery of such copies and information shall be without warranty or representation whatsoever, express or implied, including, without limitation, any warranty or representation as to ownership, accuracy, adequacy or completeness
thereof or otherwise. This Section 3.1(b) shall survive the termination of this Agreement.

(c)      To the
extent that Purchaser or any of its representatives, agents or contractors damages or disturbs the Property or any portion thereof, Purchaser shall return the same to substantially the same condition which existed immediately prior to such damage or
disturbance. Purchaser hereby agrees to and shall indemnify, defend and hold harmless Seller from and against any and all expense, loss or damage which Seller may incur (including, without limitation, reasonable attorneys fees actually
incurred) as a result of any act or omission of Purchaser or its representatives, agents or contractors, other than any expense, loss or damage to the extent arising from any act or omission of Seller during any such inspection and other than any
expense, loss or damage resulting from the discovery or release of any Hazardous Substances at the Property (other than Hazardous Substances brought on to the Property by Purchaser or its representatives, agents or contractors, or any release of
Hazardous Substances resulting from the negligence of Purchaser or its representatives, agents or contractors). Said indemnification agreement shall survive the Closing and any earlier termination of this



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Agreement. Purchaser shall maintain commercial general liability insurance in an amount not less than $2,000,000, combined single limit, and Purchaser shall ensure
that Purchasers consultants and contractors maintain commercial general liability insurance in an amount not less than $500,000, combined single limit, and in form and substance adequate to insure against all liability of Purchaser and its
consultants and contractors, respectively, and each of their respective agents, employees and contractors, arising out of inspections and testing of the Property or any part thereof made on Purchasers behalf. Purchaser agrees to provide to
Seller a certificate of insurance with regard to each applicable liability insurance policy prior to any entry upon the Property by Purchaser or its consultants or contractors, as the case may be, pursuant to this Section 3.1.

3.2.    Sellers Deliveries to Purchaser; Purchasers Access to Sellers Property
Records

(a)      Within ten (10) business days of the Effective Date,
Seller agrees to deliver to Purchaser the following (and Purchaser further acknowledges that no additional items are required to be delivered by Seller to Purchaser except as may be expressly set forth in other provisions of this
Agreement):

| | (i)    |  | Copies of current Property tax bills and assessors statements of current assessed value.                                 
| | ------ |  | --------------------------------------------------------------------------------------------------------------------------
| |        | 
| | (ii)   |  | Copies of Property operating statements for the past 24 months.                                                           
| |        | 
| | (iii)  |  | 2002 Operating Budget with respect to the Property.                                                                       
| |        | 
| | (iv)   |  | Copies of all Leases, guarantees, any amendments and letter agreements relating thereto existing as of the Effective Date.
| |        | 
| | (v)    |  | An aged tenant receivable report, if any, regarding income from the tenants.                                              
| |        | 
| | (vi)   |  | Monthly tenant, tax and operating expense billing statements and general ledger for the past 24 months.                   
| |        | 
| | (vii)  |  | All Operating Agreements currently in place at the Property.                                                              
| |        | 
| | (viii) |  | A copy of Sellers (or its affiliates) current policy of title insurance with respect to the Land and Improvements.      
| |        | 
| | (ix)   |  | A copy of the Existing Survey.                                                                                            

(b)      From the Effective
Date until the Closing Date or earlier termination of this Agreement, Seller shall allow Purchaser and Purchasers representatives, on reasonable advance notice and during normal business hours, to have access to Sellers existing
non-confidential books, records and files relating to the Property, at Sellers on-site management office at the Property, at the office of the Broker, or at Sellers office at 6200 The Corners Parkway, Suite 250, Atlanta, Georgia 30092,
for the purpose of inspecting and (at Purchasers expense) copying



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the same, including, without limitation, the materials listed below (to the extent any or all of the same are in Sellers possession), subject, however, to the
limitations of any confidentiality or nondisclosure agreement to which Seller may be bound, and provided that Seller shall not be required to deliver or make available to Purchaser (i) any records, reports, notices, test results or other
information in Sellers possession relating to the environmental condition of the Property other than the Existing Environmental Reports, and (ii) any appraisals, budgets, strategic plans for the Property, internal analyses, information
regarding the marketing of the Property for sale, submissions relating to Sellers obtaining of corporate authorization, attorney and accountant work product, attorney-client privileged documents, or other information in the possession or
control of Seller or Sellers property manager which Seller deems proprietary . Purchaser acknowledges and agrees, however, that Seller makes no representation or warranty of any nature whatsoever, express or implied, with respect to the
ownership, enforceability, accuracy, adequacy or completeness or otherwise of any of such records, evaluations, data, investigations, reports, cost estimates or other materials. If the Closing contemplated hereunder fails to take place for any
reason, Purchaser shall promptly (and as a condition to the refund of the Earnest Money) return all copies of materials copied from Sellers books, records and files relating to the Property. It is understood and agreed that Seller shall have
no obligation to obtain, commission or prepare any such books, records, files, reports or studies not now in Sellers possession. Subject to the foregoing, Seller agrees to make available to Purchaser for inspection and copying, without
limitation, the following books, records and files relating to the Property, all to the extent the same are in Sellers possession:

| | (i)   |  | Tenant Information. Copies of the Leases and any financial statements or other financial information of any tenants under the Leases (and the Lease guarantors, if any), written information
relative to the tenants payment histories, and tenant correspondence, to the extent Seller has the same in its possession;
| | ----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       | 
| | (ii)  |  | Commission Agreements. Copies of the Commission Agreements;                                                                                                                                                                                                                                                             
| |       | 
| | (iii) |  | Plans. All available construction plans and specifications in Sellers possession relating to the development, condition, repair and maintenance of the Property, the Improvements and the
Personal Property;                                                                                                           
| |       | 
| | (iv)  |  | Existing Environmental Reports. Copies of the Existing Environmental Reports, if any;                                                                                                                                                                                                                                   
| |       | 
| | (v)   |  | Permits; Licenses. Copies of any permits, licenses, or other similar documents in Sellers possession relating to the use, occupancy or operation of the Property; and                                                                                                                                                  
| |       | 
| | (vi)  |  | Operating Costs and Expenses. All available records of any operating costs and expenses for the Property in Sellers possession.                                                                                                                                                                                        

3.3.    Condition of the Property.



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(a)         Seller recommends that Purchaser
employ one or more independent engineering and/or environmental professionals to perform engineering, environmental and physical assessments on Purchasers behalf in respect of the Property and the condition thereof. Purchaser and Seller
mutually acknowledge and agree that the Property is being sold in an AS IS condition and WITH ALL FAULTS, known or unknown, contingent or existing. Purchaser has the sole responsibility to fully inspect the Property, to
investigate all matters relevant thereto, including, without limitation, the condition of the Property, and to reach its own, independent evaluation of any risks (environmental or otherwise) or rewards associated with the ownership, leasing,
management and operation of the Property.

(b)      To the fullest extent permitted by law, Purchaser does
hereby unconditionally waive and release Seller, and its partners, beneficial owners, officers, directors, shareholders and employees from any present or future claims and liabilities of any nature arising from or relating to the presence or alleged
presence of Hazardous Substances in, on, at, from, under or about the Property or any adjacent property, including, without limitation, any claims under or on account of any Environmental Law, regardless of whether such Hazardous Substances are
located in, on, at, from, under or about the Property or any adjacent property prior to or after the date hereof. In addition, Purchaser does hereby covenant and agree to defend, indemnify, and hold harmless Seller and its partners, beneficial
owners, officers, directors, shareholders and employees from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses of whatever kind or nature, known or unknown, existing and future, including any
action or proceeding brought or threatened, or ordered by governmental authorities, relating to any Hazardous Substances which may be placed, located or released on the Property after the date of Closing. The terms and provisions of this paragraph
shall survive the Closing hereunder.

3.4.    Title and Survey. Promptly upon
execution of this Agreement, Purchaser may order at its expense, from the Title Company a preliminary title commitment with respect to the Property (the Title Commitment). Purchaser shall
direct the Title Company to send a copy of the Title Commitment to Seller. Promptly upon execution of this Agreement, Purchaser may arrange, also at its expense, for the preparation of one or more updates of the Existing Survey (each and together,
the Survey). Purchaser likewise shall make copies of any such Survey available to Seller prior to Closing. Purchaser shall have until the end of the Inspection Period to give written notice
(the First Title Notice) to Seller of such objections as Purchaser may have to any exceptions to title disclosed in the Title Commitment or in any Survey or otherwise in Purchasers
examination of title. From time to time at any time after the First Title Notice and prior to the Closing Date, Purchaser may give written notice of exceptions to title first appearing of record after the effective date of any updated title
commitment or matters of survey which would not have been disclosed by an accurate updated examination of title or preparation of an updated ALTA survey prior to date of the initial Title Commitment or the initial Survey. Seller shall have the
right, but not the obligation (except as to Monetary Objections), to attempt to remove, satisfy or otherwise cure any exceptions to title to which the Purchaser so objects. Within five (5) Business Days after receipt of Purchasers First Title
Notice, Seller shall give written notice to Purchaser informing the Purchaser of Sellers election with respect to such objections. If Seller fails to give written notice of election within such five (5) Business Day period, Seller shall be
deemed to have elected not to attempt to cure the objections (other than Monetary Objections). If Seller elects to attempt to cure any objections, Seller shall be entitled



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to one or more reasonable adjournments of the Closing of up to but not beyond the thirtieth (30th) day following the initial date set for the Closing to attempt
such cure, but, except for Monetary Objections, Seller shall not be obligated to expend any sums, commence any suits or take any other action to effect such cure. Except as to Monetary Objections, if Seller elects, or is deemed to have elected, not
to cure any exceptions to title to which Purchaser has objected or if, after electing to attempt to cure, Seller determines that it is unwilling or unable to remove, satisfy or otherwise cure any such exceptions, Purchasers sole remedy
hereunder in such event shall be either (i) to accept title to the Property subject to such exceptions as if Purchaser had not objected thereto and without reduction of the Purchase Price, (ii) if such exceptions are matters first appearing of
record after the date of this Agreement, and arise by, through or under Seller, to terminate this Agreement, or (iii) to terminate this Agreement within three (3) Business Days after receipt of written notice from Seller either of Sellers
election not to attempt to cure any objection or of Sellers determination, having previously elected to attempt to cure, that Seller is unable or unwilling to do so, or three (3) Business Days after Seller is deemed hereunder to have elected
not to attempt to cure such objections (and upon any such termination under clause (ii) or (iii) above, Escrow Agent shall return the Earnest Money to Purchaser). Notwithstanding anything to the contrary contained elsewhere in this Agreement, Seller
shall be obligated to cure or satisfy all Monetary Objections at or prior to Closing, and may use the proceeds of the Purchase Price at Closing for such purpose.

3.5.    Operating Agreements. Prior to fifteen (15) days prior to the expiration of the
Inspection Period, Purchaser will designate in a written notice to Seller which Operating Agreements Purchaser will assume and which Operating Agreements will be terminated by Seller at Closing; provided, however, that Seller shall not be obligated
to terminate, and Purchaser shall assume Sellers obligations arising from and after Closing under, all Operating Agreements which cannot be terminated by Seller upon no more than thirty (30) days prior notice or which can be terminated by
Seller only upon payment of a fee, premium, penalty or other form of early termination compensation. Taking into account any credits or prorations to be made pursuant to Article 5 hereof for payments coming due after Closing but accruing prior to
Closing, Purchaser will assume the obligations arising from and after the Closing Date under those Operating Agreements which Purchaser has designated will not be terminated. Seller, without cost to Purchaser, shall terminate at Closing all
Operating Agreements that are not so assumed, to the extent any relates to the Property. If Purchaser fails to notify Seller in writing on or prior to the date which is fifteen (15) days prior to the expiration of the Inspection Period of any
Operating Agreements that Purchaser does not desire to assume at Closing, Purchaser shall be deemed to have elected to assume all such Operating Agreements and to have waived its right to require Seller to terminate such Operating Agreements at
Closing.

3.6.    Termination of Agreement. Purchaser shall have until the
expiration of the Inspection Period to determine, in Purchasers sole opinion and discretion, the suitability of the Property for acquisition by Purchaser or Purchasers permitted assignee. Purchaser shall have the right to terminate this
Agreement at any time on or before said time and date of expiration of the Inspection Period by giving written notice to Seller of such election to terminate. If Purchaser so elects to terminate this Agreement pursuant to this Section 3.6, Escrow
Agent shall pay the Initial Earnest Money to Purchaser, whereupon, except for those provisions of this Agreement which by their express terms survive the termination of this Agreement, no party hereto shall



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have any other or further rights or obligations under this Agreement. If Purchaser fails to so terminate this Agreement prior to the expiration of the Inspection
Period, Purchaser shall have no further right to terminate this Agreement pursuant to this Section 3.6.

3.7.    Confidentiality. All information acquired by Purchaser or any of its designated representatives (including by way of example, but not in limitation, the officers, directors, shareholders and employees of Purchaser,
and Purchasers engineers, consultants, counsel and potential lenders, and the officers, directors, shareholders and employees of each of them) with respect to the Property, whether delivered by Seller or any of Sellers representatives or
obtained by Purchaser as a result of its inspection and investigation of the Property, examination of Sellers books, records and files in respect of the Property, or otherwise (collectively, the Due Diligence
Material) shall be used solely for the purpose of determining whether the Property is suitable for Purchasers acquisition and ownership thereof and for no other purpose whatsoever. The terms and conditions which
are contained in this Agreement and all Due Diligence Material which is not published as public knowledge or which is not generally available in the public domain shall be kept in strict confidence by Purchaser and shall not be disclosed to any
individual or entity other than to those authorized representatives of Purchaser who need to know the information for the purpose of assisting Purchaser in evaluating the Property for Purchasers potential acquisition thereof; provided however,
that Purchaser shall have the right to disclose any such information if required by applicable law or as may be necessary in connection with any court action or proceeding with respect to this Agreement. Purchaser shall and hereby agrees to
indemnify and hold Seller harmless from and against any and all loss, liability, cost, damage or expense that Seller may suffer or incur (including, without limitation, reasonable attorneys fees actually incurred) as a result of the
unpermitted disclosure or use of any of the Due Diligence Material to any individual or entity other than an appropriate representative of Purchaser and/or the use of any Due Diligence Material for any purpose other than as herein contemplated and
permitted. If Purchaser elects to terminate this Agreement pursuant to any provision hereof permitting such termination, or if the Closing contemplated hereunder fails to occur for any reason, Purchaser will promptly return to Seller all Due
Diligence Material in the possession of Purchaser and any of its representatives, and destroy all copies, notes or abstracts or extracts thereof, as well as all copies of any analyses, compilations, studies or other documents prepared by Purchaser
or for its use (whether in written or electronic form) containing or reflecting any Due Diligence Material. In the event of a breach or threatened breach by Purchaser or any of its representatives of this Section 3.7, Seller shall be entitled, in
addition to other available remedies, to an injunction restraining Purchaser or its representatives from disclosing, in whole or in part, any of the Due Diligence Material and any of the terms and conditions of this Agreement. Nothing contained
herein shall be construed as prohibiting or limiting Seller from pursuing any other available remedy, in law or in equity, for such breach or threatened breach. The provisions of this Section shall survive the Closing and any earlier termination of
this Agreement.

ARTICLE 4.REPRESENTATIONS, WARRANTIES AND OTHER AGREEMENTS

4.1.    Representations and Warranties of Seller.Seller hereby makes the following representations and warranties to Purchaser:



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(a)         Organization, Authorization
and Consents. Seller is a duly organized and validly existing limited partnership under the laws of the State of Georgia. Seller has the right, power and authority to enter into this Agreement and to convey the Property in
accordance with the terms and conditions of this Agreement, to engage in the transactions contemplated in this Agreement and to perform and observe the terms and provisions hereof.

(b)      Action of Seller, Etc.Seller has taken all necessary action to authorize the
execution, delivery and performance of this Agreement, and upon the execution and delivery of any document to be delivered by Seller on or prior to the Closing, this Agreement and such document shall constitute the valid and binding obligation and
agreement of Seller, enforceable against Seller in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the rights and remedies of
creditors.

(c)      No Violations of Agreements. Neither the execution, delivery
or performance of this Agreement by Seller, nor compliance with the terms and provisions hereof, will result in any breach of the terms, conditions or provisions of, or conflict with or constitute a default under, or result in the creation of any
lien, charge or encumbrance upon the Property or any portion thereof pursuant to the terms of any indenture, deed to secure debt, mortgage, deed of trust, note, evidence of indebtedness or any other agreement or instrument by which Seller is
bound.

(d)      Litigation. To Sellers knowledge, Seller has received no
written notice that any investigation, action or proceeding is pending or threatened, which (i) if determined adversely to Seller, materially and adversely affects the use or value of the Property, or (ii) questions the validity of this Agreement or
any action taken or to be taken pursuant hereto, or (iii) involves condemnation or eminent domain proceedings involving the Property or any portion thereof.

(e)      Existing Leases. To Sellers knowledge, (i) other than the Leases listed in the Rent Roll, Seller has not entered into any contract or agreement with
respect to the occupancy of the Property or any portion or portions thereof which will be binding on Purchaser after the Closing; (ii) the copies of the Leases heretofore delivered by Seller to Purchaser are true, correct and complete copies
thereof; and (iii) the Leases have not been amended except as evidenced by amendments similarly delivered and constitute the entire agreement between Seller and the tenants thereunder.

(f)      Leasing Commissions. To Sellers knowledge, (i) there are no lease brokerage
agreements, leasing commission agreements or other agreements providing for payments of any amounts for leasing activities or procuring tenants with respect to the Property or any portion or portions thereof other than as disclosed inEXHIBITCattached hereto (the Commission Agreements), and (ii) there are no agreements
currently in effect relating to the management and leasing of the Property other than as disclosed on saidEXHIBITC(the Management Agreement); and that all leasing commissions, brokerage fees and management fees accrued or due and payable under the Commission Agreements and the Management Agreement, as of the date hereof and at
the Closing have been or shall be paid in full; and that upon the written request of Purchaser, Seller shall terminate the Management Agreement as to the Property at Closing at no cost to Purchaser. Notwithstanding anything to the contrary contained
herein, Purchaser shall



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be responsible for the payment of all leasing commissions payable for (A) any new leases entered into after the Effective Date that have been approved (or deemed
approved) by Purchaser, and and (B) the renewal, expansion or extension of any Leases existing as of the Effective Date and exercised or effected after the Effective Date; and Purchaser shall pay to the manager under the Management Agreement leasing
commissions with respect to leases entered into (or expansions, renewals or extensions effected) by Purchaser within ninety (90) days after the Closing Date with the tenants or prospective tenants listed in item IV ofEXHIBITChereto and approved by Purchaser.

(g)      Taxes and Assessments. Except as may be set forth onEXHIBITJattached hereto and made a part hereof, Seller has not filed, and has not retained anyone to file, notices of protests against, or to commence action to review, real property tax assessments against the Property.

(h)      Environmental Matters. Except as may be set forth in the Existing Environmental
Reports or in any other Due Diligence Material or as otherwise disclosed in writing by Seller, Seller has received no written notification that any governmental or quasi-governmental authority has determined that there are any violations of any
Environmental Law with respect to the Property, nor to Sellers knowledge has Seller received any written notice that any governmental or quasi-governmental authority is contemplating an investigation of the Property, with respect to a
violation or suspected violation of any Environmental Law.

(i)      Compliance with
Laws. To Sellers knowledge and except as set forth onEXHIBITG, Seller has received no written notice alleging any
violations of law, municipal or county ordinances, or other legal requirements with respect to the Property or any portion thereof.

(j)      Easements and Other Agreements. To Sellers knowledge, Seller has not received any written notice of Sellers default in complying with the terms
and provisions of any of the covenants, conditions, restrictions or easements constituting a Permitted Exception.

(k)      Other Agreements. To Sellers knowledge, except for the Leases, the Commission Agreements, the Management Agreement and the Permitted Exceptions, there
are no leases, Operating Agreements, management agreements, brokerage agreements, leasing agreements or other agreements or instruments in force or effect that grant to any person or any entity any right, title, interest or benefit in and to all or
any part of the Property or any rights relating to the use, operation, management, maintenance or repair of all or any part of the Property which will survive the Closing or be binding upon Purchaser other than those which Purchaser has agreed in
writing to assume prior to the expiration of the Inspection Period (or is deemed to have agreed to assume) or which are terminable upon thirty (30) days notice without payment of premium or penalty.

(l)      Seller Not a Foreign Person. Seller is not a foreign person which would
subject Purchaser to the withholding tax provisions of Section 1445 of the Internal Revenue Code of 1986, as amended.



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(m)         Condemnation. Seller has received no written notice of the commencement of any proceedings for taking by condemnation or eminent domain of any part of the Property.

(n)      Employees. Seller has no employees to whom by virtue of such employment Purchaser will have any obligation after the Closing.

The representations and warranties made in this Agreement by Seller shall be continuing and shall be deemed remade by Seller as of the Closing Date, with the same force
and effect as if made on, and as of, such date, subject to Sellers right to update such representations and warranties by written notice to Purchaser and in Sellers certificate to be delivered pursuant to Section 5.1(i) hereof. All
representations and warranties made in this Agreement by Seller shall survive the Closing for a period of one hundred eighty (180) days, and upon expiration thereof shall be of no further force or effect except to the extent that with respect to any
particular alleged breach, Purchaser gives Seller written notice prior to the expiration of said one hundred eighty (180) day period of such alleged breach with reasonable detail as to the nature of such breach and files an action against Seller
with respect thereto within ninety (90) days after the giving of such notice.

Notwithstanding anything to the contrary contained in this Section 4.1, Seller
shall have no liability to Purchaser for the breach of any representation or warranty made in this Agreement unless the loss resulting from Sellers breach of its representations and warranties exceeds, in the aggregate, Twenty-Five Thousand
and No/100 Dollars ($25,000 US), in which event Seller shall be liable for each dollar of damages resulting from the breach or breaches of its representations and warranties, but in no event shall Sellers total liability for any such breach or
breaches exceed, in the aggregate, One Hundred Fifty Thousand and No/100 Dollars ($150,000 US). In no event shall Seller be liable for, nor shall Purchaser seek, any consequential, indirect or punitive damages; and in no event shall any claim for a
breach of any representation or warranty of Seller be actionable or payable if the breach in question results from or is based on a condition, state of facts or other matter which was known to Purchaser prior to the Closing or which was contained in
the Due Diligence Material or in any of Sellers files, books or records made available to Purchaser for inspection.

Except as otherwise expressly
provided in this Agreement or in any documents to be executed and delivered by Seller to Purchaser at the Closing, Seller has not made, and Purchaser has not relied on, any information, promise, representation or warranty, express or implied,
regarding the Property, whether made by Seller, on Sellers behalf or otherwise, including, without limitation, the physical condition of the Property, the financial condition of the tenants under the Leases, title to or the boundaries of the
Property, pest control matters, soil conditions, the presence, existence or absence of hazardous wastes, toxic substances or other environmental matters, compliance with building, health, safety, land use and zoning laws, regulations and orders,
structural and other engineering characteristics, traffic patterns, market data, economic conditions or projections, past or future economic performance of the tenants or the Property, and any other information pertaining to the Property or the
market and physical environments in which the Property is located. Purchaser acknowledges (i) that Purchaser has entered into this Agreement with the intention of making and relying upon its own investigation or that of Purchasers own
consultants and representatives with respect to the physical, environmental, economic and legal condition of the Property and (ii) that Purchaser is not relying upon any



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statements, representations or warranties of any kind, other than those specifically set forth in this Agreement or in any document to be executed and delivered by
Seller to Purchaser at the Closing, made (or purported to be made) by Seller or anyone acting or claiming to act on Sellers behalf. Purchaser has inspected the Property and is fully familiar with the physical condition thereof and, subject to
the terms and conditions of this Agreement, shall purchase the Property its as is condition, with all faults, on the Closing Date. The provisions of the foregoing three (3) paragraphs of this Section shall survive the
Closing.

4.2.    Knowledge Defined. All references in this Agreement to the
knowledge of Seller shall refer only to the actual knowledge of Scott Meadows and Diane Story, each of whom has been actively involved in the management of Sellers business in respect of the Property. The term knowledge of
Seller shall not be construed, by imputation or otherwise, to refer to the knowledge of Seller, or any affiliate of Seller, or to any other partner, beneficial owner, officer, agent, manager, representative or employee of Seller, or any of
their respective affiliates, or to impose on any of the individuals named above any duty to investigate the matter to which such actual knowledge, or the absence thereof, pertains. There shall be no personal liability on the part of the individuals
named above arising out of any representations or warranties made herein or otherwise.

4.3.    Covenants
and Agreements of Seller

(a)      Leasing Arrangements. During the
pendency of this Agreement, Seller will not enter into any lease affecting the Property, or modify or amend in any material respect, or terminate, any of the existing Leases without Purchasers prior written consent in each instance, which
consent shall not be unreasonably withheld, delayed or conditioned and which shall be deemed given unless withheld by written notice to Seller given within three (3) Business Days after Purchasers receipt of Sellers written request
therefor, each of which requests shall be accompanied by a copy of any proposed modification or amendment of an existing Lease or of any new Lease that Seller wishes to execute between the Effective Date and the Closing Date, including, without
limitation, a description of any Tenant Inducement Costs and leasing commissions associated with any proposed renewal or expansion of an existing Lease or with any such new Lease. If Purchaser fails to notify Seller in writing of its approval or
disapproval within said three (3) Business Day period, such failure by Purchaser shall be deemed to be the approval of Purchaser. At Closing, Purchaser shall reimburse Seller for any Tenant Inducement Costs, leasing commissions or other expenses,
including reasonable attorneys fees actually incurred, by Seller pursuant to a renewal or expansion of any existing Lease or new Lease approved (or deemed approved) by Purchaser hereunder.

(b)      New Contracts. During the pendency of this Agreement, Seller will not enter into any
contract, or modify, amend, renew or extend any existing contract, that will be an obligation affecting the Property or any part thereof subsequent to the Closing without Purchasers prior written consent in each instance (which Purchaser
agrees not to withhold or delay unreasonably), except contracts entered into in the ordinary course of business that are terminable without cause (and without penalty or premium) on 30 days (or less) notice.



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(c)         Operation of
Property. During the pendency of this Agreement, Seller shall continue to operate the Property in a good and businesslike fashion consistent with Sellers past practices.

(d)      Insurance. During the pendency of this Agreement, Seller shall, at its expense,
continue to maintain the fire insurance policy covering the Improvements which is currently in force and effect.

(e)      Tenant Estoppel Certificates. Seller shall endeavor in good faith (but without obligation to incur any cost or expense) to obtain and deliver to Purchaser
prior to Closing a written Tenant Estoppel Certificate in the form attached hereto asEXHIBITIsigned by each tenant under each of the Leases;
provided that delivery of such signed Tenant Estoppel Certificates shall be a condition of Closing only to the extent set forth in Section 6.1(d) hereof; and in no event shall the inability or failure of Seller to obtain and deliver said Tenant
Estoppel Certificates (Seller having used its good faith efforts as set forth above) be a default of Seller hereunder.

4.4.    Representations and Warranties of Purchaser

(a)      Organization, Authorization and Consents. Purchaser is a duly organized and validly existing non-profit corporation under the laws of the State of North
Carolina. Purchaser has the right, power and authority to enter into this Agreement and to purchase the Property in accordance with the terms and conditions of this Agreement, to engage in the transactions contemplated in this Agreement and to
perform and observe the terms and provisions hereof.

(b)      Action of Purchaser, Etc.Purchaser has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and upon the execution and delivery of any document to be delivered by Purchaser on or prior to the Closing, this Agreement and
such document shall constitute the valid and binding obligation and agreement of Purchaser, enforceable against Purchaser in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or
similar laws of general application affecting the rights and remedies of creditors.

(c)      No
Violations of Agreements. Neither the execution, delivery or performance of this Agreement by Purchaser, nor compliance with the terms and provisions hereof, will result in any breach of the terms, conditions or provisions
of, or conflict with or constitute a default under the terms of any indenture, deed to secure debt, mortgage, deed of trust, note, evidence of indebtedness or any other agreement or instrument by which Purchaser is bound.

(d)      Litigation. To Purchasers knowledge, Purchaser has received no written notice
that any action or proceeding is pending or threatened, which questions the validity of this Agreement or any action taken or to be taken pursuant hereto.

The representations and warranties made in this Agreement by Purchaser shall be continuing and shall be deemed remade by Purchaser as of the Closing Date, with the same force and effect as if made on, and as of, such date subject to
Purchasers right to update such



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representations and warranties by written notice to Seller and in Purchasers certificate to be delivered pursuant to Section 5.2(d) hereof. All
representations and warranties made in this Agreement by Purchaser shall survive the Closing for a period of one hundred eighty (180) days, and upon expiration thereof shall be of no further force or effect except to the extent that with respect to
any particular alleged breach, Seller gives Purchaser written notice prior to the expiration of said one hundred eighty (180) day period of such alleged breach with reasonable detail as to the nature of such breach and files an action against Seller
with respect thereto within ninety (90) days after the giving of such notice.

ARTICLE 5.CLOSING DELIVERIES, CLOSING COSTS AND PRORATIONS

5.1.    Sellers Closing Deliveries. For and in consideration of, and as a condition
precedent to Purchasers delivery to Seller of the Purchase Price, Seller shall obtain or execute and deliver to Purchaser at Closing the following documents, all of which shall be duly executed, acknowledged and notarized where
required:

(a)      Warranty Deed. A limited warranty deed to the Land and
Improvements, in the form attached hereto asSCHEDULE1(the Warranty Deed), subject
only to the Permitted Exceptions, and executed, acknowledged and sealed by Seller. The legal descriptions of the Land set forth in said warranty deed shall be based upon and conform to the applicable record title legal description contained in
Sellers vesting deed;

(b)      Quitclaim Deed. If requested by Purchaser,
one or more quitclaim deeds to the Land and Improvements (or any portion or portions thereof), in form and substance reasonably satisfactory to Seller, and executed, acknowledged and sealed by Seller;

(c)      Bill of Sale. A bill of sale for the Personal Property in the form attached hereto asSCHEDULE2(the Bill of Sale), without warranty as to the title or condition of the
Personal Property;

(d)      Assignment and Assumption of Leases and Security Deposits. Two (2) counterparts of an assignment and assumption of Leases and Security Deposits and, to the extent required elsewhere in this Agreement, the obligations of Seller under the Commission Agreements in the form attached hereto asSCHEDULE3(the Assignment and Assumption of Leases), executed, acknowledged and
sealed by Seller;

(e)      Updated Rent Roll. An update of the Rent Roll (with
modifications as appropriate), certified by Seller to be accurate in all material respects as of the date of Closing;

(f)      Assignment and Assumption of Operating Agreements. Two (2) counterparts of an assignment and assumption of Operating Agreements in the form attached hereto
asSCHEDULE4(the Assignment and Assumption of Operating Agreements), executed,
acknowledged and sealed by Seller;



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(g)         General
Assignment. An assignment of the Intangible Property in the form attached hereto asSCHEDULE5(the
General Assignment), executed, acknowledged and sealed by Seller;

(h)      Sellers Affidavit. An owners affidavit substantially in the form attached hereto asSCHEDULE6(Sellers Affidavit), stating that there are no known boundary disputes with respect to the Property, that there are no
parties in possession of the Property other than Seller and the tenants under the Leases, that there are no brokers except as disclosed herein, that any improvements or repairs made by, or for the account of, or at the instance of Seller to or with
respect to the Property within ninety (90) days prior to the Closing have been paid for in full (or that adequate provision has been made therefor to the reasonable satisfaction of the Title Company), and including such other matters as may be
reasonably requested by the Title Company;

(i)      Sellers Certificate. A
certificate in the form attached hereto asSCHEDULE7(Sellers Certificate),
evidencing the reaffirmation of the truth and accuracy in all material respects of Sellers representations, warranties, and agreements set forth in Section 4.1 hereof, with such modifications thereto as may be appropriate in light of any
change in circumstance since the Effective Date;

(j)      FIRPTA CertificateA
FIRPTA Certificate in the form attached hereto asSCHEDULE8;

(k)      Intentionally Omitted;

(l)      Evidence of AuthoritySuch documentation as may reasonably be required by Purchasers title insurer to establish that this Agreement, the transactions contemplated herein, and the execution and delivery of the
documents required hereunder, are duly authorized, executed and delivered;

(m)      Settlement
StatementA settlement statement setting forth the amounts paid by or on behalf of and/or credited to each of Purchaser and Seller pursuant to this Agreement;

(n)      Surveys and Plans. Such surveys, site plans, plans and specifications, and other
matters relating to the Property as are in the possession of Seller to the extent not theretofore delivered to Purchaser;

(o)      Certificates of Occupancy. To the extent the same are in Sellers possession, original or photocopies of certificates of occupancy for all space within
the Improvements located on the Property;

(p)      Leases. To the extent the
same are in Sellers possession, original executed counterparts of the Leases;

(q)      Tenant
Estoppel Certificates. All originally executed Tenant Estoppel Certificates as may be in Sellers possession;



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(r)    Notices of Sale to Tenants. Seller
will join with Purchaser in executing a notice, in form and content reasonably satisfactory to Seller and Purchaser (the Tenant Notices of Sale), which Purchaser shall send to each tenant
under the Leases informing such tenant of the sale of the Property and of the assignment to and assumption by Purchaser of Sellers interest in the Leases and the Security Deposits and directing that all rent and other sums payable for periods
after the Closing under such Lease shall be paid as set forth in said notices;

(s)      Notices of Sale
to Service Contractors and Leasing Agents. Seller will join with Purchaser in executing notices, in form and content reasonably satisfactory to Seller and Purchaser (the Other Notices of
Sale), which Purchaser shall send to each service provider and leasing agent under the Operating Contracts and Commission Agreements (as the case may be) assumed by Purchaser at Closing informing such service provider
or leasing agent (as the case may be) of the sale of the Property and of the assignment to and assumption by Purchaser of Sellers obligations under the Operating Agreements and Commission Agreements arising after the Closing Date and directing
that all future statements or invoices for services under such Operating Agreements and/or Commission Agreements for periods after the Closing be directed to Seller or Purchaser as set forth in said notices;

(t)      Keys and Records. All of the keys to any door or lock on the Property and the
original tenant files and other non-confidential books and records (excluding any appraisals, budgets, strategic plans for the Property, internal analyses, information regarding the marketing of the Property for sale, submissions relating to
Sellers obtaining of corporate authorization, attorney and accountant work product, attorney-client privileged documents, or other information in the possession or control of Seller or Sellers property manager which Seller deems
proprietary) relating to the Property in Sellers possession; and

(u)      Other
Documents.Such other documents as shall be reasonably requested by Purchasers title insurer to effectuate the purposes and intent of this Agreement.

5.2.    Purchasers Closing Deliveries.Purchaser shall obtain or execute and deliver
to Seller at Closing the following documents, all of which shall be duly executed, acknowledged and notarized where required:

(a)      Assignment and Assumption of Leases.Two (2) counterparts of the Assignment and Assumption of Leases, executed, acknowledged and sealed by
Purchaser;

(b)      Assignment and Assumption of Operating Agreements.Two (2)
counterparts of the Assignment and Assumption of Operating Agreements, executed, acknowledged and sealed by Purchaser;

(c)      General Assignment.Two (2) counterparts of the General Assignment, executed, acknowledged and sealed by Purchaser;

(d)      Purchasers Certificate.A certificate in the form attached hereto asSCHEDULE9(PurchasersCertificate), evidencing the
reaffirmation of the truth and accuracy in all material respects of Purchasers representations, warranties and agreements contained in Section 4.4



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hereof, with such modifications thereto as may be appropriate in light of any change in circumstances since the Effective Date;

(e)      Notice of Sale to Tenants.The Tenant Notices of Sale, executed by Purchaser, as
contemplated in Section 5.1(r) hereof;

(f)      Notices of Sale to Service Contractors and Leasing
Agents.The Other Notices of Sale to Service Contractors and Leasing Agents, as contemplated in Section 5.1(s) hereof;

(g)      Settlement StatementA settlement statement setting forth the amounts paid by or on behalf of and/or credited to each of Purchaser and Seller pursuant to
this Agreement;

(h)      Evidence of Authority.A copy of resolutions of the
Board of Directors of Purchaser, certified by the Secretary or Assistant Secretary of Purchaser to be in force and unmodified as of the date and time of Closing, authorizing the purchase contemplated herein, the execution and delivery of the
documents required hereunder, and designating the signatures of the persons who are to execute and deliver all such documents on behalf of Purchaser or if Purchaser is not a corporation, such documentation as Seller may reasonably require to
establish that this Agreement, the transaction contemplated herein, and the execution and delivery of the documents required hereunder, are duly authorized, executed and delivered; and

(i)      Other Documents.Such other documents as shall be reasonably requested by
Sellers counsel to effectuate the purposes and intent of this Agreement.

5.3.    Closing
Costs.Seller shall pay the cost of the documentary stamps or transfer taxes imposed by the State of North Carolina upon the conveyance of the Property pursuant hereto, the attorneys fees of Seller, and all other
costs and expenses incurred by Seller in closing and consummating the purchase and sale of the Property pursuant hereto. Purchaser shall pay the cost of any owners title insurance premium and title examination fees, the cost of the Survey, all
recording fees on all instruments to be recorded in connection with this transaction, the attorneys fees of Purchaser, and all other costs and expenses incurred by Purchaser in the performance of Purchasers due diligence inspection of
the Property and in closing and consummating the purchase and sale of the Property pursuant hereto.

5.4.    Prorations and Credits.The items in this Section 5.4 shall be prorated between Seller and Purchaser or credited, as specified:

(a)      Taxes.All general real estate taxes imposed by any governmental authority (Taxes) for the year
in which the Closing occurs shall be prorated between Seller and Purchaser as of the Closing. If the Closing occurs prior to the receipt by Seller of the tax bill for the calendar year or other applicable tax period in which the Closing occurs,
Taxes shall be prorated for such calendar year or other applicable tax period based upon the prior years tax bill.

(b)      Reproration of Taxes.After receipt of final Taxes and other bills, Purchaser shall prepare and present to Seller a calculation of the reproration of such
Taxes and other items, based upon the actual amount of such items charged to or received by the parties for the year or



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other applicable fiscal period. The parties shall make the appropriate adjusting payment between them within thirty (30) days after presentment to Seller of
Purchasers calculation and appropriate back-up information. Purchaser shall provide Seller with appropriate backup materials related to the calculation, and Seller may inspect Purchasers books and records related to the Property to
confirm the calculation. The provisions of this Section 5.4(b) shall survive the Closing for a period of one (1) year after the Closing Date.

(c)      Rents, Income and Other Expenses.Rents and any other amounts payable by tenants shall be prorated as of the Closing Date and be adjusted against the
Purchase Price on the basis of a schedule which shall be prepared by Seller and delivered to Purchaser for Purchasers review and approval prior to Closing. Purchaser shall receive at Closing a credit for Purchasers pro rata share of the
rents, additional rent, common area maintenance charges, tenant reimbursements and escalations, and all other payments payable for the month of Closing and for all other rents and other amounts that apply to periods from and after the Closing, but
which are received by Seller prior to Closing. Purchaser agrees to pay to Seller, upon receipt, any rents or other payments by tenants under their respective Leases that apply to periods prior to Closing but are received by Purchaser after Closing;
provided, however, that any delinquent rents or other payments by tenants shall be applied first to any current amounts owing by such tenants, then to delinquent rents in the order in which such rents are most recently past due, with the balance, if
any, paid over to Seller to the extent of delinquencies existing at the time of Closing to which Seller is entitled; it being understood and agreed that Purchaser shall not be legally responsible to Seller for the collection of any rents or other
charges payable with respect to the Leases or any portion thereof, which are delinquent or past due as of the Closing Date; but Purchaser agrees that Purchaser shall send monthly notices for a period of three (3) consecutive months in an effort to
collect any rents and charges not collected as of the Closing Date. Any reimbursements payable by any tenant under the terms of any tenant lease affecting the Property as of the Closing Date, which reimbursements pertain to such tenants pro
rata share of increased operating expenses or common area maintenance costs incurred with respect to the Property at any time prior to the Closing, shall be prorated upon Purchasers actual receipt of any such reimbursements, on the basis of
the number of days of Seller and Purchasers respective ownership of the Property during the period in respect of which such reimbursements are payable; and Purchaser agrees to pay to Seller Sellers pro rata portion of such reimbursements
within thirty (30) days after Purchasers receipt thereof. Conversely, if any tenant under any such Lease shall become entitled at any time after Closing to a refund of tenant reimbursements actually paid by such tenant prior to Closing, then,
Seller shall, within thirty (30) days following Purchasers demand therefor, pay to Purchaser any amount equal to Sellers pro rata share of such reimbursement refund obligations, said proration to be calculated on the same basis as
hereinabove set forth. Seller hereby retains its right to pursue any tenant under the Leases for sums due Seller for periods attributable to Sellers ownership of the Property; provided, however, that Seller (i) shall be required to notify
Purchaser in writing of its intention to commence or pursue such legal proceedings; (ii) shall only be permitted to commence or pursue any legal proceedings after the date which is three (3) months after Closing, except that Seller shall be entitled
to continue to pursue any legal proceedings commenced prior to Closing; and (iii) shall not be permitted to commence or pursue any legal proceedings against any tenant seeking eviction of such tenant or the termination of the applicable Lease. The
provisions of this Section 5.4(c) shall survive the Closing.



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(d)         Percentage
Rents.Percentage rents, if any, collected by Purchaser from any tenant under such tenants Lease for the percentage rent accounting period in which the Closing occurs shall be prorated between Seller and Purchaser as of
the Closing Date, as, if, and when received by Purchaser, such that Sellers pro rata share shall be an amount equal to the total percentage rentals paid for such percentage rent accounting period under the applicable Lease multiplied by a
fraction, the numerator of which shall be the number of days in such accounting period prior to Closing and the denominator of which shall be the total number of days in such accounting period; provided, however, that such proration shall be made
only at such time as such tenant is current or, after application of a portion of such payment, will be current in the payment of all rental and other charges under such tenants Lease that accrue and become due and payable from and after the
Closing. The provisions of this Section 5.4(d) shall survive the Closing.

(e)      Tenant Inducement
Costs.Set forth onEXHIBITKattached hereto and made a part hereof is a list of tenants at the Property with respect to
which Tenant Inducement Costs and/or leasing commissions have not been paid in full as of the Effective Date. Seller shall pay all such Tenant Inducement Costs and leasing commissions set forth inEXHIBITKas and when the same are due and payable. If said amounts have not been paid in full on or before Closing, Purchaser shall receive a credit against the Purchase Price in the aggregate amount
of all such Tenant Inducement Costs and leasing commissions remaining unpaid at Closing, and Purchaser shall assume the obligation to pay amounts payable after Closing up to the amount of such credit received at Closing. Except as may be
specifically provided to the contrary elsewhere in this Agreement, Purchaser shall be responsible for the payment of all Tenant Inducement Costs and leasing commissions which become due and payable (whether before or after Closing) (i) as a result
of any renewals or extensions or expansions of existing Leases approved or deemed approved by Purchaser in accordance with Section 4.3(a) hereof between the Effective Date and the Closing Date and under any new Leases, approved or deemed approved by
Purchaser in accordance with said Section 4.3(a), and (ii) all Tenant Inducement Costs and leasing commissions that first become due and payable after Closing. The provisions of this Section 5.4(e) shall survive the Closing.

(f)      Security Deposits.Purchaser shall receive at Closing a credit for all Security
Deposits transferred and assigned to Purchaser at Closing in connection with the Leases, together with a detailed inventory of such Security Deposits certified by Seller in the updated Rent Roll to be delivered by Seller at Closing.

(g)      Operating Expenses.Personal property taxes, installment payments of special
assessment liens, vault charges, sewer charges, utility charges, and normally prorated operating expenses actually paid or payable as of the Closing Date shall be prorated as of the Closing Date and adjusted against the Purchase Price, provided that
within ninety (90) days after the Closing, Purchaser and Seller will make a further adjustment for such taxes, charges and expenses which may have accrued or been incurred prior to the Closing Date, but not collected or paid at that date. In
addition, within ninety (90) days after the close of the fiscal year(s) used in calculating the pass-through to tenants of operating expenses and/or common area maintenance costs under the Leases (where such fiscal year(s) include(s) the Closing
Date), Seller and Purchaser shall, upon the request of either, re-prorate on a fair and equitable basis in order to adjust for the effect of any credits or payments due to or from tenants for periods prior to the Closing Date. All prorations shall
be made



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based on the number of calendar days in such year or month, as the case may be. The provisions of this Section 5.4(g) shall survive the Closing.

ARTICLE 6.CONDITIONS TO CLOSING

6.1.    Conditions Precedent to Purchasers ObligationsThe obligations of Purchaser hereunder to consummate the transaction contemplated hereunder shall in all respects be conditioned upon the satisfaction of each of
the following conditions prior to or simultaneously with the Closing, any of which may be waived by Purchaser in its sole discretion by written notice to Seller at or prior to the Closing Date:

(a)      Seller shall have delivered to Purchaser all of the items required to be delivered to Purchaser pursuant to the
terms of this Agreement, including, but not limited to Section 5.1 hereof;

(b)      Seller shall have
performed, in all material respects, all covenants, agreements and undertakings of Seller contained in this Agreement;

(c)      All representations and warranties of Seller as set forth in this Agreement shall be true and correct in all material respects as of the date of this Agreement and as of Closing,
provided that solely for purposes of this subparagraph such warranties and representations shall be deemed to be given without being limited to Sellers knowledge and without modification (by update or otherwise, as provided in Section 5.1(i)
hereof);

(d)      Tenant Estoppel Certificates from tenants occupying not less than fifty percent (50%) of
the aggregate net rentable square footage of all of the Improvements located on the Property shall have been delivered to Purchaser, with each such estoppel certificate (i) to be substantially in the form attached hereto asEXHIBITI(or if the applicable Lease provides for a particular form of estoppel certificate to be given by the tenant thereunder, the Tenant Estoppel Certificate
with respect to such Lease may be in the form as called for therein), (ii) to be dated within sixty (60) days prior to the Closing Date, (iii) to confirm the material terms of the applicable Lease, as contained in the copies of the Leases obtained
by or delivered to Purchaser, and (iv) to confirm the absence of any material defaults under the applicable Lease as of the date thereof. The delivery of said Tenant Estoppel Certificates shall be a condition of Closing, and the failure or inability
of Seller to obtain and deliver said Tenant Estoppel Certificates, Seller having used its good faith efforts to obtain the same, shall not constitute a default by Seller under this Agreement. Notwithstanding anything to the contrary contained
herein, if Seller has been unable to obtain and deliver to Purchaser by Closing the applicable percentage of Tenant Estoppel Certificates meeting the requirements set forth above, then, at the option of Seller, this condition to Closing may be
satisfied by Sellers execution and delivery to Purchaser at Closing, on behalf of any one or more tenants which have failed to provide the required Tenant Estoppel Certificate an estoppel certificate substantially in the form attached hereto
asSCHEDULE10(Sellers Estoppel) (provided that Sellers Estoppels cannot be delivered with
respect to tenants occupying more than fifteen percent (15%) of the aggregate net rentable square footage of all of the Improvements); and provided that Sellers liability under any such Sellers Estoppel so



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executed and delivered by Seller to Purchaser at Closing shall cease and terminate upon the receipt by Purchaser after Closing of a duly executed Tenant Estoppel
Certificate from the tenant under the applicable Lease covered in such Sellers Estoppel.

In the event any of the conditions in this Section 6.1 have not been satisfied (or otherwise waived in writing by
Purchaser) prior to or on the Closing Date (as same may be extended or postponed as provided in this Agreement), Purchaser shall have the right to terminate this Agreement by written notice to Seller given prior to the Closing, whereupon (i) Escrow
Agent shall return the Earnest Money to Purchaser; and (ii) except for those provisions of this Agreement which by their express terms survive the termination of this Agreement, no party hereto shall have any other or further rights or obligations
under this Agreement.

6.2.    Conditions Precedent to Sellers Obligations. The obligations of Seller hereunder to consummate the transaction contemplated hereunder shall in all respects be conditioned upon the satisfaction of each of the following conditions prior to or simultaneously with the Closing, any of
which may be waived by Seller in its sole discretion by written notice to Purchaser at or prior to the Closing Date:

(a)      Purchaser shall have paid and Seller shall have received the Purchase Price, as adjusted pursuant to the terms and conditions of this Agreement, which Purchase Price shall be payable
in the amount and in the manner provided for in this Agreement;

(b)      Purchaser shall have delivered to
Seller all of the items required to be delivered to Seller pursuant to the terms of this Agreement, including, but not limited to Section 5.2 hereof;

(c)      Purchaser shall have performed, in all material respects, all covenants, agreements and undertakings of Purchaser contained in this Agreement; and

(d)      All representations and warranties of Purchaser as set forth in this Agreement shall be true and correct in all
material respects as of the date of this Agreement and as of Closing, provided that solely for purposes of this subparagraph such warranties and representations shall be deemed to be given without being limited to Purchasers knowledge and
without modification (by update or otherwise, as provided in Section 5.2(d) hereof).

ARTICLE 7.CASUALTY AND CONDEMNATION

7.1.    Casualty. Risk of loss up to and including the Closing Date shall be borne by
Seller. In the event of any immaterial damage or destruction to the Property or any portion thereof, Seller and Purchaser shall proceed to close under this Agreement, and Purchaser will receive (and Seller will assign to Purchaser at the Closing
Sellers rights under insurance policies to receive) any insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction and assume
responsibility for such repair, and Purchaser shall receive a credit at Closing for any deductible, uninsured or coinsured amount under said insurance policies. For purposes of this Agreement, the term immaterial damage
or destruction shall mean such instances of damage or destruction:



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(i) which can be repaired or restored at a cost of $100,000.00 or less; (ii) which can be restored and repaired within sixty (60) days from the date of such damage
or destruction; and (iii) in which Sellers rights under its rent loss insurance policy covering the Property are assignable to Purchaser and will continue pending restoration and repair of the damage or destruction.

In the event of any material damage or destruction to the Property or any portion thereof, Purchaser may, at its option, by notice to Seller given within the earlier of
twenty (20) days after Purchaser is notified by Seller of such damage or destruction, or the Closing Date, but in no event less than ten (10) days after Purchaser is notified by Seller of such damage or destruction (and if necessary the Closing Date
shall be extended to give Purchaser the full 10-day period to make such election): (i) terminate this Agreement, whereupon Escrow Agent shall immediately return the Earnest Money to Purchaser, or (ii) proceed to close under this Agreement, receive
(and Seller will assign to Purchaser at the Closing Sellers rights under insurance policies to receive) any insurance proceeds (including any rent loss insurance applicable to the period on or after the Closing Date) due Seller as a result of
such damage or destruction (less any amounts reasonably expended for restoration or collection of proceeds) and assume responsibility for such repair, and Purchaser shall receive a credit at Closing for any deductible amount under said insurance
policies. If Purchaser fails to deliver to Seller notice of its election within the period set forth above, Purchaser will conclusively be deemed to have elected to proceed with the Closing as provided in clause (ii) of the preceding sentence. If
Purchaser elects clause (ii) above, Seller will cooperate with Purchaser after the Closing to assist Purchaser in obtaining the insurance proceeds from Sellers insurers. For purposes of this Agreement material
damage or destruction shall mean all instances of damage or destruction that are not immaterial, as defined herein.

7.2.    Condemnation. If, prior to the Closing, all or any part of the Property is subjected to a bona fide threat of condemnation by a body having the power of
eminent domain or is taken by eminent domain or condemnation (or sale in lieu thereof), or if Seller has received written notice that any condemnation action or proceeding with respect to the Property is contemplated by a body having the power of
eminent domain, Seller shall give Purchaser immediate written notice of such threatened or contemplated condemnation or of such taking or sale, and Purchaser may by written notice to Seller given within thirty (30) days after the receipt of such
notice from Seller, elect to cancel this Agreement. If Purchaser chooses to cancel this Agreement in accordance with this Section 7.2, then the Earnest Money shall be returned immediately to Purchaser by Escrow Agent and the rights, duties,
obligations, and liabilities of the parties hereunder shall immediately terminate and be of no further force and effect, except for those provisions of this Agreement which by their express terms survive the termination of this Agreement. If
Purchaser does not elect to cancel this Agreement in accordance herewith, this Agreement shall remain in full force and effect and the sale of the Property contemplated by this Agreement, less any interest taken by eminent domain or condemnation, or
sale in lieu thereof, shall be effected with no further adjustment and without reduction of the Purchase Price, and at the Closing, Seller shall assign, transfer, and set over to Purchaser all of the right, title, and interest of Seller in and to
any awards applicable to the Property that have been or that may thereafter be made for such taking. At such time as all or a part of the Property is subjected to a bona fide threat of condemnation and Purchaser shall not have elected to terminate
this Agreement as provided in this Section 7.2, and provided that the Inspection Period has expired,



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(i) Purchaser shall thereafter be permitted to participate in the proceedings as if Purchaser were a party to the action, and (ii) Seller shall not settle or agree
to any award or payment pursuant to condemnation, eminent domain, or sale in lieu thereof without obtaining Purchasers prior written consent thereto in each case.

ARTICLE 8.DEFAULT AND REMEDIES

8.1.    Purchasers Default. If
Purchaser fails to consummate this transaction for any reasonother thanSellers intentional and willful default, failure of a condition to Purchasers obligation to close, or the exercise by
Purchaser of an express right of termination granted herein, Seller shall be entitled, as its sole remedy hereunder, to terminate this Agreement and to receive and retain the Earnest Money as full liquidated damages for such default of Purchaser,
the parties hereto acknowledging that it is impossible to estimate more precisely the damages which might be suffered by Seller upon Purchasers default, and that said Earnest Money is a reasonable estimate of Sellers probable loss in the
event of default by Purchaser. Sellers retention of said Earnest Money is intended not as a penalty, but as full liquidated damages. The right to retain the Earnest Money as full liquidated damages is Sellers sole and exclusive remedy in
the event of default hereunder by Purchaser, and Seller hereby waives and releases any right to (and hereby covenants that it shall not) sue the Purchaser: (a) for specific performance of this Agreement, or (b) to recover actual damages in excess of
the Earnest Money. The foregoing liquidated damages provision shallnotapply to or limit Purchasers liability for Purchasers obligations under Sections 3.1(b), 3.1(c), 3.7 and 10.1 of this
Agreement. Purchaser hereby waives and releases any right to (and hereby covenants that it shall not) sue Seller or seek or claim a refund of said Earnest Money (or any part thereof) on the grounds it is unreasonable in amount and exceeds
Sellers actual damages or that its retention by Seller constitutes a penalty and not agreed upon and reasonable liquidated damages.

8.2.    Sellers Default. If Seller fails to consummate this transaction for any reasonother thanPurchasers default or the permitted termination of this Agreement by Seller or Purchaser as expressly provided herein, Purchaser shall be entitled, as its sole remedy, either (a) to receive the return of the Earnest Money from Escrow Agent,
which return shall operate to terminate this Agreement and release Seller from any and all liability hereunder, and to be reimbursed by Seller of its actual out-of-pocket expenses incurred in connection with this transaction up to, but not
exceeding, $10,000; or (b) to enforce specific performance of Sellers obligation to execute and deliver the documents required to convey the Property to Purchaser in accordance with this Agreement; it being specifically understood and agreed
that the remedy of specific performance shall not be available to enforce any other obligation of Seller hereunder. Purchaser expressly waives its rights to seek damages in the event of Sellers default hereunder. Purchaser shall be deemed to
have elected to terminate this Agreement and to receive a return of the Earnest Money and out-of-pocket expenses, as described above, from Escrow Agent if Purchaser fails to file suit for specific performance against Seller in a court having
jurisdiction in the county and state in which the Property is located, on or before sixty (60) days following the date upon which the Closing was to have occurred.

ARTICLE 9.



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ASSIGNMENT

9.1.    Assignment. Subject to the next following sentence, this Agreement and all rights and obligations hereunder shall not be assignable by any party without the
written consent of the other. Notwithstanding the foregoing to the contrary, this Agreement and Purchasers rights hereunder may be transferred and assigned to any entity controlled by Purchaser. Any assignee or transferee under any such
assignment or transfer by Purchaser as to which Sellers written consent has been given or as to which Sellers consent is not required hereunder shall expressly assume all of Purchasers duties, liabilities and obligations under this
Agreement by written instrument delivered to Seller as a condition to the effectiveness of such assignment or transfer. No assignment or transfer shall relieve the original Purchaser of any duties or obligations hereunder, and the written assignment
and assumption instrument shall expressly so provide. For purposes of this Section 9.1, the term control shall mean the ownership of at least fifty percent (50%) of the applicable entity. Subject to the foregoing, this Agreement shall be
binding upon and shall inure to the benefit of the parties hereto and their respective legal representatives, successors and permitted assigns. This Agreement is not intended and shall not be construed to create any rights in or to be enforceable in
any part by any other persons.

ARTICLE 10.BROKERAGE COMMISSIONS

10.1.   Broker. Upon the Closing, and only in the event the Closing occurs, Seller shall pay a brokerage commission to Ron Harrell & Associates and Kittrell &
Associates, Inc. (collectively, the Broker) pursuant to a separate agreement between Seller and Broker. Broker is representing Seller in this transaction. Broker has joined in the execution
of this Agreement for the purpose of acknowledging and agreeing that no real estate commission shall be earned by it or due it if the transaction contemplated herein does not close for any reason whatsoever. Broker acknowledges and agrees that it
shall look solely to Seller, and not to Purchaser, for the payment of such commission, and Broker hereby waives and releases any present or future claims against Purchaser for the payment of such commission. In addition, Broker (upon receipt of its
brokerage commission) agrees to execute and deliver to Seller and Purchaser at the Closing a release and waiver of any claim Broker may have against Purchaser or the Property. Broker shall and does hereby indemnify and hold Purchaser and Seller
harmless from and against any and all liability, loss, cost, damage, and expense, including reasonable attorneys fees actually incurred and costs of litigation, Purchaser or Seller shall ever suffer or incur because of any claim by any agent,
salesman, or broker, whether or not meritorious, for any fee, commission or other compensation with regard to this Agreement or the sale and purchase of the Property contemplated hereby, and arising out of any acts or agreements of Broker. Seller
shall and does hereby indemnify and hold Purchaser harmless from and against any and all liability, loss, cost, damage, and expense, including reasonable attorneys fees actually incurred and costs of litigation, Purchaser shall ever suffer or
incur because of any claim by any agent, salesman, or broker, whether or not meritorious, for any fee, commission or other compensation with regard to this Agreement or the sale and purchase of the Property contemplated hereby, and arising out of
any acts or agreements of Seller, including any claim asserted by Broker. Likewise, Purchaser shall and does hereby indemnify and hold Seller free and harmless from and against any and all liability, loss, cost, damage, and expense, including
reasonable attorneys fees actually incurred



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and costs of litigation, Seller shall ever suffer or incur because of any claim by any agent, salesman, or broker, whether or not meritorious, for any fee,
commission or other compensation with respect to this Agreement or the sale and purchase of the Property contemplated hereby and arising out of the acts or agreements of Purchaser. This Section 10.1 shall survive the Closing or any earlier
termination of this Agreement.

ARTICLE 11.MISCELLANEOUS

11.1.   Notices. Wherever any notice or other communication is required or permitted hereunder, such notice or other communication shall be in writing and shall be
delivered by overnight courier, hand, facsimile transmission, or sent by U.S. registered or certified mail, return receipt requested, postage prepaid, to the addresses or facsimile numbers set out below or at such other addresses as are specified by
written notice delivered in accordance herewith:

|PURCHASER:      |  | East Carolina UniversityReal Estate Foundation, Inc.901 E. 5th StreetGreenville, NC 27858Attn:
James E. Lanier, Jr., PresidentFacsimile: (252) 328-4369 | 
|--------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|                |  |                                                                                                                                                         | 
|with a copy to: |  | Colombo Kitchin Attorneys1698 East Arlington BoulevardGreenville, NC 27858Attn: Christian E. Porter, Esq.Facsimile: (252) 353-1096                      | 
|                |  |                                                                                                                                                         | 
|SELLER:         |  | Wells Capital, Inc.6200 The Corners ParkwaySuite 250Atlanta, Georgia 30092Attention: Mr. Scott
MeadowsFacsimile: (770) 200-8199                         | 
|                |  |                                                                                                                                                         | 
|with a copy to: |  | Hatcher Thomas LLCSuite 3001401 Dresden Dr.Atlanta, Georgia 30319-3525Attention: Donald L. Thomas
IIIFacsimile: (404) 816-9724                          | 

Any notice or other communication (i) mailed as hereinabove provided shall be deemed effectively given or received on the third (3rd) business day following the postmark
date of such notice or other communication, (ii) sent by overnight courier or by hand shall be deemed



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effectively given or received upon receipt, and (iii) sent by facsimile transmission shall be deemed effectively given or received on the first Business Day
after the day of transmission of such notice and confirmation of such transmission.

11.2    Possession. Full and exclusive possession of the Property, subject to the Permitted Exceptions and the rights of the tenants under the Leases, shall be delivered by Seller to Purchaser on the Closing
Date.

11.3    Time Periods. If the time period by which any right, option,
or election provided under this Agreement must be exercised, or by which any act required hereunder must be performed, or by which the Closing must be held, expires on a Saturday, Sunday, or holiday, then such time period shall be automatically
extended through the close of business on the next regularly scheduled Business Day.

11.4    Publicity. The parties agree that, prior to Closing, no party shall, with respect to this Agreement and the transactions contemplated hereby, contact or conduct negotiations with public officials, make any public
announcements or issue press releases regarding this Agreement or the transactions contemplated hereby to any third party without the prior written consent of the other party hereto. Seller and Purchaser shall each have the right to approve the
press release of the other party issued in connection with the Closing, which approval shall not be unreasonably withheld. No party shall record this Agreement or any notice hereof.

11.5    Discharge of Obligations. The acceptance by Purchaser of Sellers Warranty
Deed hereunder shall be deemed to constitute the full performance and discharge of each and every warranty and representation made by Seller and Purchaser herein and every agreement and obligation on the part of Seller and Purchaser to be performed
pursuant to the terms of this Agreement, except those warranties, representations, covenants and agreements which are specifically provided in this Agreement to survive Closing.

11.6    Severability. This Agreement is intended to be performed in accordance with, and
only to the extent permitted by, all applicable laws, ordinances, rules and regulations. If any provision of this Agreement, or the application thereof to any person or circumstance, shall, for any reason and to any extent be invalid or
unenforceable, the remainder of this Agreement and the application of such provision to other persons or circumstances shall not be affected thereby but rather shall be enforced to the greatest extent permitted by law.

11.7    Construction. This Agreement shall not be construed more strictly against one
party than against the other merely by virtue of the fact that this Agreement may have been prepared by counsel for one of the parties, it being mutually acknowledged and agreed that Seller and Purchaser and their respective counsel have contributed
substantially and materially to the preparation and negotiation of this Agreement. Accordingly, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the
interpretation of this Agreement or any exhibits or amendments hereto.

11.8    Sale Notification
Letters. Promptly following the Closing, Purchaser shall deliver the Tenant Notices of Sale to each of the respective tenants under the Leases and the Other Notices of Sale to each service provider and leasing agent, the
obligations under whose



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respective Operating Agreements and Commission Agreements Purchaser has assumed at Closing. The provisions of this Section shall survive the Closing.

11.9    Access to Records Following Closing. Purchaser agrees that for a period of two (2)
years following the Closing, Seller shall have the right during regular business hours, on five (5) days written notice to Purchaser, to examine and review at Purchasers office (or, at Purchasers election, at the Property), the
books and records relating to the ownership and operation of the Property which were delivered by Seller to Purchaser at the Closing. Likewise, Seller agrees that for a period of two (2) years following the Closing, Purchaser shall have the right
during regular business hours, on five (5) days written notice to Seller, to examine and review at Sellers office, all books, records and files, if any, retained by Seller relating to the ownership and operation of the Property by Seller
prior to the Closing. The provisions of this Section shall survive the Closing.

11.10   Survival. The provisions of this Article 11 and the provisions of Sections 3.1(b), 3.1(c), 3.3, 3.7, 4.1, 4.2, 4.4, 5.1, 5.2, 5.4, 6.1(d) and 10.1 shall survive the Closing to the extent (and subject to any
specific limitations) provided in this Agreement and any earlier termination of this Agreement and shall not be merged into the execution and delivery of the Warranty Deed.

11.11   General Provisions. No failure of either party to exercise any power given hereunder or
to insist upon strict compliance with any obligation specified herein, and no custom or practice at variance with the terms hereof, shall constitute a waiver of either partys right to demand exact compliance with the terms hereof. This
Agreement contains the entire agreement of the parties hereto, and no representations, inducements, promises, or agreements, oral or otherwise, between the parties not embodied herein shall be of any force or effect. Any amendment to this Agreement
shall not be binding upon Seller or Purchaser unless such amendment is in writing and executed by both Seller and Purchaser. Subject to the provisions of Section 9.1 hereof, the provisions of this Agreement shall inure to the benefit of and be
binding upon the parties hereto and their respective heirs, legal representatives, successors, and permitted assigns. Time is of the essence in this Agreement. The headings inserted at the beginning of each paragraph are for convenience only, and do
not add to or subtract from the meaning of the contents of each paragraph. This Agreement shall be construed and interpreted under the laws of the State of North Carolina. Except as otherwise provided herein, all rights, powers, and privileges
conferred hereunder upon the parties shall be cumulative but not restrictive to those given by law. All personal pronouns used in this Agreement, whether used in the masculine, feminine, or neuter gender shall include all genders, and all references
herein to the singular shall include the plural and vice versa.

11.12   Attorneys
Fees. If Purchaser or Seller brings an action at law or equity against the other in order to enforce the provisions of this Agreement or as a result of an alleged default under this Agreement, the prevailing party in such
action shall be entitled to recover court costs and reasonable attorneys fees actually incurred from the other.

11.13   Counterparts. This Agreement may be executed in one or more counterparts, each of which when taken together shall constitute one and the same original. To
facilitate the execution and delivery of this Agreement, the parties may execute and exchange counterparts of



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the signature pages by facsimile, and the signature page of either party to any counterpart may be appended to any other counterpart.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day, month and year first above written.

| |  |  | SELLER:WELLS REAL ESTATE FUND III, L.P.a Georgia limited partnership
| |  |  | --------------------------------------------------------------------
| |  |  | By: WELLSCAPITAL,INC.                                               
| |  |  |                                                                     
| |  |  | A Georgia Corporation, its general partner                          

| |  |  |                                                      
| |  |  | -----------------------------------------------------
| |  |  | By: /s/ DOUGLASP.WILLIAMS                            
| |  |  |                                                      
| |  |  | Name: Douglas P. WilliamsTitle: Senior Vice President

| |  |  | [CORPORATE SEAL]               
| |  |  | -------------------------------
| |  |  |                                
| |  |  | Date of execution: July 1, 2002

| |  |  | PURCHASER:EAST CAROLINA UNIVERSITY REAL ESTATE FOUNDATION, INC.,a North Carolina non-profit
corporation
| |  |  | -------------------------------------------------------------------------------------------------------
| |  |  | By: /s/ JAMESL. LANIERJR.                                                                              
| |  |  |                                                                                                        
| |  |  | Name: James L. Lanier, Jr.Title: President                                                             

| |  |  | [CORPORATE SEAL]
| |  |  | ----------------
| |  |  |                 
| |  |  |