Exhibit 10.4





 


PROPERTY MANAGEMENT
AGREEMENT


 


AMONG


 


SGO CONSTITUTION
TRAIL, LLC,


 


SGO AURORA COMMONS,
LLC, and


 


SGO OSCEOLA VILLAGE,
LLC,


 


each as a “Property
Owner”


 


AND


 


GLENBOROUGH, LLC,


 


as “Manager”


 


EFFECTIVE DATE: March
9, 2015


 




    	 



    	 



    

  


PROPERTY
MANAGEMENT agreement


 


This Property Management
Agreement (“Agreement”) is entered into effective as of March 9, 2015 (“Effective Date”),
by and among SGO Aurora Commons, LLC, a Delaware limited liability company (“Aurora
Commons Owner”), SGO Constitution Trail, LLC, a Delaware limited liability
company (“Constitution Trail Owner”), SGO OSCEOLA VILLAGE, LLC, a Delaware limited liability company (“Osceola
Village Owner”), and Glenborough, LLC, a Delaware limited liability company
(“Manager”).


 


RECITALS


 


WHEREAS, Grocery Retail
Grand Avenue Partners, LLC, a Delaware limited liability company (“GAP”), GLB SGO, LLC, a Delaware limited liability
company (“Operating Member”), and SRT SGO, LLC (“SRT”), have entered into that certain Limited Liability
Company Agreement of SGO Retail Acquisitions Venture, LLC (“Owner”) dated as of March 9, 2015 (as amended, restated,
supplemented or otherwise modified from time to time in accordance with the terms thereof, the “Company LLC Agreement”).
Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Company LLC Agreement.


 


WHEREAS, Owner is the
sole member of (i) Aurora Commons Owner, which owns the real property identified on Exhibit A-1, which real property is
improved by certain improvements (the “Aurora Commons Property”), (ii) Constitution Trail Owner, which owns
the real property identified on Exhibit A-2, which real property is improved by certain improvements (the “Constitution
Trail Property”), and (iii) Osceola Village Owner, which owns the real property identified on Exhibit A-3, which
real property is improved by certain improvements (the “Osceola Village Property”); and


 


WHEREAS, each of the
Property Owners (defined below) desires to engage Manager to manage the Property owned by it upon the terms and conditions herein
stated, and Manager desires to act as the manager for the Properties upon such terms and conditions.


 


AGREEMENT


 


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


 


Section
1.          Defined Terms. The following terms have
the indicated meaning:


 


“Accounts”
shall have the meaning set forth in Section 5(f).


 


“Affiliated”
or “Affiliate” means, with respect to any Person, (a) any Person who directly or indirectly through one or more
intermediaries controls, is controlled by, or is under common control with such Person, (b) any Person who is an Immediate Family
Member of such Person or (c) any Person in which such Person or one or more of the Immediate Family Members of such Person has
a ten percent (10%) or more direct or indirect beneficial interest (whether an initial, residual or contingent interest) or as
to which such Person, directly or indirectly, serves as a managing member, general partner, trustee or in a similar fiduciary or
management capacity.


 


“Agreement”
shall have the meaning set forth in the Preamble.


 


“Approval
Guidelines” shall have the meaning set forth in Exhibit D.


 




    	 



    	 



    

  


“Bankruptcy”
means the occurrence of any of the following events with respect to a particular Person: (a) the filing by such Person of an application
for, or a consent to, the appointment of a trustee for such Person’s assets; (b) the filing by such Person of a voluntary
petition in bankruptcy or the filing of a pleading in any court of record admitting in writing its inability to pay its debts as
they come due; (c) the making by such Person of a general assignment for the benefit of creditors; (d) the filing by such Person
of an answer admitting the material allegations of, or its consenting to or defaulting in answering, a bankruptcy petition filed
against it in any bankruptcy proceeding; or (e) the entry of an order, judgment, or decree by any court of competent jurisdiction
adjudicating such Person a bankrupt or appointing a trustee of its assets, and such order, judgment, or decree continues unstayed
and in effect for a period of one hundred twenty (120) days.


 


“Budget”
shall mean the budget covering the anticipated operations of the Properties provided to Manager by Property Owners, as amended,
revised or replaced from time to time with Property Owners’ approval.


 


“Business
Day” means any day other than Saturday, Sunday, any day that is a legal holiday in the State of California, or any other
day on which banking institutions in California are authorized to close. For the avoidance of doubt, any reference to “day(s)”
(and not “Business Days”) in this Agreement shall mean calendar days.


 


“Company LLC
Agreement” shall have the meaning set forth in the Recitals.


 


“control”
(including the terms “controlling”, “controlled by” and “under common control with”)
means the possession, direct or indirect, of the power (i) to vote ten percent (10%) or more of the outstanding voting securities
of such Person; or (ii) to otherwise direct management policies of such Person by contract or otherwise.


 


“Construction
Management Fee” shall have the meaning set forth in Exhibit B.


 


“Duties”
shall have the meaning set forth in Section 2(a).


 


“Effective
Date” shall have the meaning set forth in the Preamble.


 


“GAP”
shall have the meaning set forth in the Recitals.


 


“Gross Revenues”
shall have the meaning set forth in Exhibit B.


 


“Immediate
Family Member” means the parents, siblings, spouse, children, step-children and in-laws of a Person.


 


“Indemnified
Party” shall have the meaning set forth in Section 10(c).


 


“Indemnitor”
shall have the meaning set forth in Section 10(c).


 


“Laws”
shall have the meaning set forth in Section 5(c)(iii).


 


“Leasing Commissions”
shall have the meaning set forth in Exhibit B.


 


“Loan”
means, collectively, each of the mortgage loans made from time to time to a Property Owner which loan is secured by a Property
and evidenced by the Loan Documents.


 




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“Loan Documents”
means the note(s), the mortgage(s) and the other loan documents executed and delivered by Property Owners and/or certain of their
Affiliates and the applicable guarantor(s) and/or indemnitor(s) to a lender in connection with the Loan.


 


“Locked Account”
shall have the meaning set forth in Section 5(f).


 


“Losses”
shall have the meaning set forth in Section 10(a).


 


“Manager”
shall have the meaning set forth in the Preamble.


 


“Management
Fee” shall have the meaning set forth in Exhibit B.


 


“Maximum Contract
Amount” means $25,000.


 


“Notices”
shall have the meaning set forth in Section 14(b).


 


“Operating
Account” shall have the meaning set forth in Section 5(f).


 


“Operating
Guidelines” shall mean the proposed operating guidelines for the Properties provided to Manager by Property Owners, as
amended, revised or replaced from time to time.


 


“Operating
Member” shall have the meaning set forth in the Recitals.


 


“Operating
Plan” shall mean the strategic and comprehensive operating plan covering the anticipated operations of the Properties
provided to Manager by Property Owners as amended, revised or replaced from time to time.


 


“Owner”
means SGO Retail Acquisitions Venture, LLC, a Delaware limited liability company.


 


“Person”
means any individual, corporation, partnership, limited liability company, association, trust or other entity or organization,
including a government or political subdivision or agency or instrumentality thereof.


 


“Pre-Approved
Contracts” shall have the meaning set forth in Section 5(d).


 


“Properties”
means, collectively, the Aurora Commons Property, the Constitution Trail Property, and the Osceola Village Property. Each of the
Properties is referred to herein individually as a “Property”.


 


“Property
Owners” means, collectively, Aurora Commons Owner, Constitution Trail Owner and Osceola Village Owner. Each of the Property
Owners is referred to herein individually as a “Property Owner”.


 


“Reasonable
Period” means, with respect any defaulting party under this Agreement, a period of ten (10) calendar days after such
defaulting party receives written notice of its default from the other party; provided, however, that if such breach
can be cured but cannot reasonably be cured within such 10-day period, the period shall continue, if the defaulting party commences
to cure the breach within such 10-day period, for so long as the defaulting party diligently prosecutes the cure to completion
up to a maximum of the lesser of (a) twenty (20) calendar days, or (b) the period of time allowed for such performance under any
material agreement affecting any Property, including without limitation, the Loan Documents.


 




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“Recoveries”
shall have the meaning set forth in Section 6(a).


 


“Renewal”
shall have the meaning set forth in Section 3(a).


 


“Requirements”
shall have the meaning set forth in Section 5(c)(iii).


 


“Security
Deposit Account” shall have the meaning set forth in Section 5(f).


 


“Services”
shall have the meaning set forth in Section 2(a).


 


“Term”
shall have the meaning set forth in Section 3(a).


 


“Trademarks”
means all trademarks, trade names, corporate names, company names, business names, fictitious business names, Internet domain names,
service marks, trade dress, certification marks, collective marks, logos, other source or business identifiers, designs and general
intangibles of a like nature.


 


“Transfer”
means a sale, assignment, transfer or hypothecation, directly or indirectly, at any tier or level.


 


Section
2.          Appointment of Manager; Standard of Performance;
Authority.


 


(a)        Appointment.
Manager shall have responsibility for the day-to-day management and operation of the Properties and all facilities thereon or associated
therewith and shall assume and discharge all responsibilities which accrue during the Term in connection with managing, operating
and maintaining the Properties, but only to the extent described in this Agreement and in each case subject to the terms and conditions
of the Company LLC Agreement and the Budget and Operating Plan (collectively, the “Duties”). Manager’s
Duties include, but are not limited to the services described in Section 5 of this Agreement (the “Services”).
In performing its obligations and exercising its rights hereunder, Manager shall meet with the Property Owners, or if directed
by the Property Owners, Owner, from time to time at Property Owners’ request to discuss matters hereunder relating to the
Properties and Manager’s Duties.


 


(b)         Standard
of Performance. Manager shall discharge and perform its Duties and obligations under this Agreement in a prudent, diligent,
careful, timely and professional manner. Manager shall perform the Services on the terms and conditions set forth in this Agreement,
and in performing such Services, Manager shall act in the best interest of each Property Owner. Manager shall use diligent efforts
to maximize revenues and minimize expenses and losses. The Services shall be of, and the Properties shall be managed, operated
and maintained in a manner consistent with, a scope and quality not less than the scope and quality generally performed by professional
managers of similar projects in the respective location of each of the Properties and the surrounding areas (subject to the terms
and conditions of the Company LLC Agreement and the Budget and Operating Plan). Manager will at all times act in good faith
and in a diligent manner with respect to the proper protection of and accounting for Property Owners’ assets; provided,
however, that in no event shall Manager bear any responsibility for loss due to deposits or investments with depository
institutions in accounts designated or approved by Property Owners.


 




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(c)        Authority.
 Notwithstanding anything to the contrary provided elsewhere herein, Manager (i) shall not make any decision which is inconsistent
with the Budget and Operating Plan or in excess of the limitation contained in the Approval Guidelines without the prior written
consent of Property Owners, and (ii) shall be entitled to make and implement any decision which is consistent with the Budget and
Operating Plan and is within the limitations contained in the Approval Guidelines, including without limitation the entering into
on behalf of, and in the name of a Property Owner, of Pre-Approved Contracts, other contracts approved by the applicable Property
Owner, and contracts for which a Property Owner’s consent is not necessary, and making expenditures and taking other actions
authorized hereby, in connection with the performance of its maintenance and management duties hereunder. Without limiting the
generality of the foregoing, Manager agrees that under any circumstance where any action, expenditure, decision, commitment, agreement,
consent or approval would, under the Company LLC Agreement, require the consent or approval of GAP, Manager shall not have the
authority under this Agreement to take such action, make such expenditure, decision, commitment or agreement or grant such consent
or approval unless and until Manager has received the written approval of GAP. Manager acknowledges that it is an Affiliate of
Operating Member (the current Managing Member of the Company), and has reviewed the Company LLC Agreement and is familiar with
those actions, expenditures, decisions, commitments, agreements, consents and approvals requiring the consent or approval of GAP.
Without limiting the generality of the foregoing, Owner and Property agree that under any circumstance where any action, expenditure,
decision, commitment, agreement, consent or approval would, under the Company LLC Agreement, be permitted of Operating Member or
Manager under the LLC Agreement and would not require the consent or approval of GAP, Manager shall have the authority under this
Agreement to take such action, make such expenditure, decision, commitment or agreement or grant such consent or approval under
this Agreement without further consent or approval.


 


Section
3.          Term of Agreement, Termination.


 


(a)        Initial
Term; Post-Initial Term.


 


(i)          This
Agreement shall commence as of the Effective Date and unless terminated sooner in accordance with this Section 3, shall
continue while the Company owns the Initial Company Property and Operating Member owns a Percentage Interest of at least one half
of one percent (0.5%), and provided that (i) no Event of Default by Operating Member or any of its Affiliates then exists under
the LLC Agreement or under this Agreement, and (ii) Operating Member has not been removed as the Managing Member pursuant to the
LLC Agreement (the “Initial Term”).


 


(ii)         From
and after the end of the Initial Term, this Agreement shall continue for one (1) year (the “Post-Initial Term”),
unless sooner terminated in accordance with this Section 3 and, to the extent permissible under applicable Laws, the Post-Initial
Term shall be automatically renewed for consecutive periods of one (1) year (each a “Renewal”) unless either
Property Owners, on one hand, or Manager, on the other hand, notifies the other in writing at least thirty (30) days prior to the
expiration date of the Post-Initial Term (as extended by any Renewal, if applicable) that it declines to so renew this Agreement.
In no event shall the Post-Initial Term (as extended pursuant to one or more Renewals) extend beyond ten (10) years from the Effective
Date. The term “Term” used herein shall mean either the Initial Term or Post-Initial Term, as applicable.


 


(b)        Automatic
Termination. This Agreement shall terminate automatically upon the occurrence of any of the following:


 


(i)          Upon
the consummation of the final sale or other disposition (including, without limitation, by foreclosure or deed in lieu of foreclosure)
of all of the Properties to a third party (this Agreement shall terminate with respect to any Property sold or otherwise disposed
if less than all of the Properties are sold or otherwise disposed and shall, unless otherwise terminated, continue in full force
and effect with respect to the balance of the Properties);


 




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(ii)         If
all or substantially all of the Properties shall be taken by condemnation (this Agreement shall terminate with respect to any Property
taken by condemnation if less than all of the Properties are so taken, and shall, unless otherwise terminated, continue in full
force and effect with respect to the balance of the Properties); or


 


(iii)        If
a Bankruptcy occurs with respect to Manager.


 


(c)        Termination
by Owner. Property Owners may, in addition to its other rights and remedies given hereunder or at law or in equity, (i)
terminate this Agreement and Manager’s status as Manager immediately upon written notice to Manager “for cause”
(as defined in the Company LLC Agreement) or “for lack of performance” (as defined in the Company LLC Agreement) or
(ii) terminate this Agreement at any time during the Post-Initial Term upon thirty (30) days’ prior written notice to Manager
for any or no reason, without cause. Upon the giving of written notice of termination by Property Owners to Manager “for
cause” pursuant to Section 3(c)(i), this Agreement shall immediately terminate, and (A) Manager shall immediately
cease to be the Manager hereunder, (B) the payment of the Management Fee shall immediately cease and Manager shall not be entitled
to any further payment of the Management Fee (or any portion thereof) from and after the date of such written notice of termination,
and (C) Manager shall cooperate with Property Owners in transferring responsibility for managing the Properties as set forth in
Section 3(f) hereof. Upon the giving of written notice of termination by Property Owners to Manager pursuant to Section
3(c)(ii), this Agreement shall terminate on the date which is thirty (30) days after Manager’s receipt of written notice
of termination pursuant to Section 3(c)(ii), and (A) Manager shall cease to be the Manager hereunder as of such date, (B)
the payment of the Management Fee shall cease as of such date and Manager shall not be entitled to any further payment of the Management
Fee (or any portion thereof) from and after such date, and (C) Manager shall cooperate with Property Owners in transferring responsibility
for managing the Properties as set forth in Section 3(f) hereof.


 


(d)        Termination
by Manager. Manager, in addition to its remedies hereunder and at law, shall have the right to terminate this Agreement
by written notice to Property Owners (i) if Property Owners breach any of their material obligations under this Agreement and such
material breach is not cured by Property Owners or on Property Owners’ behalf within a Reasonable Period, or (ii) at any
time, for any or no reason, upon sixty (60) days’ prior written notice to Property Owners. Upon the giving of written notice
of termination to Property Owners by Manager pursuant to this Section 3(d), this Agreement shall terminate as of the date
which is sixty (60) days after receipt by Property Owners of such written termination notice from Manager (the “Termination
Effective Date”), and (A) Manager shall cease to be the Manager hereunder effective as of the Termination Effective Date
(or such earlier date as Property Owners shall designate), (B) the payment of the Management Fee shall terminate effective as of
the Termination Effective Date and Manager shall not be entitled to any further payment of the Management Fee (or any portion thereof)
from and after the Termination Effective Date and (C) Manager shall cooperate with Property Owners in transferring responsibility
for managing the Properties as set forth in Section 3(f) hereof.


 


(e)        No
Other Right to Terminate. Neither party shall have the right to terminate this Agreement except as permitted in this Section
3.


 




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(f)          Duties
Upon End of Term. Upon the expiration or earlier termination of the Term, Manager shall immediately, at Owner’s sole
cost: (i) deliver to Owner all books, records, files, contracts, and other documents relating to Property Owners, the Properties
and/or the performance of the Services (provided, however, that Manager may retain copies thereof for its own records, and that
in no event does any Property Owner own, nor shall Manager be required to deliver to Owner, any of Manager’s proprietary
information, systems, processes, computer models, software or programs, including, without limitation, proprietary handbooks or
manuals that are not specific to a Property Owner or the Properties), and all funds in Manager’s possession belonging to
Property Owners; and (ii) assign, transfer, or convey to Owner (or Owner’s designee) all service contracts and personal property
relating to or used in the operation and maintenance of the Properties except personal property owned by Manager or others (other
than Property Owners); and remove all signs that it placed at the Properties indicating that it is the property manager of same
and restore all damage resulting therefrom. Manager shall also, for a period of ninety (90) days after the later to occur of the
date of such expiration or termination or the date on which Manager stops performing the Services, make itself reasonably available
to consult with and advise Owner and Property Owners regarding the transition of the operation and maintenance of the Properties
and the transfer of accounts and accounting systems, in exchange for which Manager shall receive its actual out of pocket costs
and direct expenses incurred in connection therewith from and after the date of termination.


 


(g)        Payment
Upon Termination. Upon expiration or termination of this Agreement for any reason, each Property Owner shall pay to Manager
upon such expiration or the effective date of such termination, all sums then due and payable by such Property Owner through the
date of such termination or expiration; provided, however, that each Property Owner shall have the right to offset any sums that
Manager owes to such Property Owner under this Agreement. Manager shall not have the right to offset its fees or other compensation
against any monies or accounts belonging to Property Owners and in the possession of Manager.


 


(h)        Survival.
The provisions of this Section 3 shall survive the expiration or earlier termination of this Agreement. Upon the expiration
or earlier termination of this Agreement, neither party shall have any further rights or obligations hereunder (other than those
obligations which accrued prior to the expiration or termination of this Agreement or which by the terms hereof expressly survive,
or expressly provide for the same to be performed following, such expiration or termination).


 


Section
4.          Compensation. During the Term, and subject
to the provisions of Section 3(c) and Section 3(g) hereof, and Section 7.03(d) of the Company LLC Agreement, Manager
shall be paid compensation for performing the Services as provided in Exhibit B for so long as Manager is performing the
Services. The Management Fee shall be paid by Property Owners to Manager on a monthly basis no later than the tenth (10th) day
of each calendar month during the Term. The Construction Management Fee and Leasing Commissions shall be payable as and when set
forth on Exhibit B.


 


Section
5.          Manager’s Services. During the Term,
Manager shall provide the following Services:


 


(a)        Manager
shall (subject to availability of funds from Property Owners sufficient to do so) coordinate, over-see and manage all aspects of
the management and day-to-day operations of the Properties, in compliance with the Budget and Operating Plan, including, without
limitation, the following:


 


(i)          Preparing,
reviewing and commenting upon the Budget and Operating Plan, setting forth (A) the goals and objectives for the administration
of each Property, (B) the strategies and tactics for achieving those goals and objectives and for maximizing the revenues, profits
and cash flow from the Properties, and (C) the budget for each Property.


 




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(ii)         If
a Property Owner is obligated to or otherwise undertakes any alterations or improvements to a leased premises (including tenant
improvements) or makes other capital improvements to any Property, then Manager shall monitor and manage such construction activities.
Manager shall review and forward to the applicable Property Owner all space planning layouts, drawings, plans and specifications
pertaining to such construction, together with a recommendation as to approval thereof by the applicable Property Owner. In connection
with the foregoing, Manager shall be responsible for, in accordance with the Budget and Operating Plan (including any permitted
variance hereunder) or as otherwise approved by the applicable Property Owner: (A) hiring and monitoring one or more duly licensed
and/or qualified professionals, who shall be approved by the applicable Property Owner in its reasonable discretion; (B) procuring
and negotiating any contracts or other agreements, including amendments thereto, for the construction at a Property or the installation
of or the furnishing of any supplies, materials, utilities, machinery, or equipment required for the applicable Property; (C) refining
cost projections set forth in the Budget and Operating Plan, and proposing any appropriate amendments thereto for Property Owners’
consideration; (D) monitoring and supervising all independent contractors, suppliers, consultants and entities (collectively, the
“Contractors”) engaged with the approval of the Property Owners for any construction at a Property or any other activity
within the scope of this Agreement; (E) confirming each Contractor (including subcontractors) is maintaining adequate insurance
as otherwise required by the Operating Plan or by Property Owners from time to time; (F) obtaining all necessary receipts, releases,
waivers discharges and assurances necessary to keep each Property free from mechanics’ and materialmen’s or similar
liens and claims affecting such Property, all of which documentation shall be in such form as required by the Property Owners and
shall be obtained at the applicable Property Owner’s expense; and (G) preparing and submitting to the applicable Property
Owner, for such Property Owner’s approval, all proposed master covenants, conditions and restrictions and other related documents
affecting its Property or any portion thereof which are to be recorded against such Property or any portion thereof, if any. Notwithstanding
anything to the contrary, Manager shall not have any liability for the design or construction means, methods, techniques, sequences
and procedures employed by any architect, design professional or general contractor or subcontractor in the performance of its
contract, and shall not be responsible for, or have any liability for, the failure of any such architect, design professional,
general contractor or subcontractor to carry out its work. Furthermore, Manager shall not have control over or charge of acts or
omissions of any Property Owner, any architect, design professional or any contractor or subcontractor, or their agents or employees,
or any other Persons performing portions of the design work or construction not directly overseen by Manager. However, the foregoing
does not relieve Manager of its obligations to provide construction monitoring and supervisory services as set forth in this Agreement
in a good and professional manner in accordance with industry standards for property managers monitoring and supervising construction
projects of similar size, scope and quality.


 


(b)          Subject
to the availability of funds therefor and to the extent within the control of Manager, take all proper and necessary actions reasonably
required to cause Property Owners at all times to perform and comply with the provisions (including, without limitation, any provisions
requiring the expenditure of funds by Property Owners) of any loan commitment, agreement, mortgage, lease, or other contract, instrument
or agreement to which any Property Owner is a party or which affects any Property or the operation thereof of which Manager has
knowledge;


 


(c)          Without
limiting the obligations of Manager under other provisions of this Agreement, Manager will have the following additional specific
duties with respect to the Properties, subject to availability of funds therefor:


 


(i)          Manager
shall promptly notify Property Owners of any of the following in any way relating to any Property promptly following Manager’s
receipt thereof: (A) written notice of any claim of liability; (B) material written complaints from any Contractor, sub-contractor,
or other party involved in providing or assisting with any construction at a Property; written notice of any default under any
Loan Document secured by a Property or any other material contract; any summons or other legal process; (C) any material damage
to, or threatened condemnation, or acquisition in lieu of condemnation, of, a Property or any portion thereof; and (D) any actual
or alleged personal injury or material property damage. Manager shall promptly notify the appropriate Property Owner of any material
default or alleged material default by any party under any leases for space at a Property of which Manager is aware, as well as
any other material information particular to a Property including, without limitation, from any city where a Property is located.


 




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(ii)         Manager
shall take all diligent actions to enforce in all material respects the terms of any and all contracts and to request, demand,
collect and receive all rent and other payments (including, without limitation taxes, expense reimbursements and miscellaneous
sources of income) due from tenants and any other amounts due regarding any Property, and promptly deposit such amounts into the
applicable Operating Account. To the extent tenant leases affecting any Property so require, Manager shall timely make or verify
any calculations that are required to determine the amount of rent and other payments (including without limitation taxes, expense
reimbursements, common area expense charges and miscellaneous services of income) due from tenants and, where required, shall give
timely notice thereof to tenants. Subject to the terms and provisions of this Agreement, Manager shall perform all obligations
of the landlord under the tenant leases affecting the Properties within its control, and coordinate all relations and communications
with the tenants, including, without limitation, annual or more frequent (as applicable) reconciliations of expenses. Manager will
promptly and diligently enforce Property Owners’ rights under tenant leases, including taking the following actions where
appropriate and when authorized by Property Owners: (A) terminating tenancies; (B) signing and serving notices; (C) instituting
and prosecuting actions, and evicting tenants; (D) recovering rents and other sums due by legal proceedings; and (E) settling,
compromising and releasing such actions or suits or reinstituting such tenancies. Property Owners shall designate counsel for and
control of all legal action affecting the Properties, which counsel shall be retained by Manager on behalf of Owner for such purpose.
The cost of such counsel shall be advanced by the applicable Property Owner;


 


(iii)        Manager
shall exercise diligent efforts to cause the Properties and all operations of Property Owners to comply at all times in all material
respects with (A) all applicable governmental statutes, laws, rules, regulations, ordinances, codes and orders (collectively, “Laws”),
including without limitation, all land use, zoning, subdivision, marketing, offering, environmental and worker safety laws relating
thereto and (B) all covenants, conditions, restrictions, limitations and requirements, and all related development and entitlement
agreements, which relate to any Property or any Property Owner or which are imposed by or in connection with any law, insurance
policy or contract, lease, mortgage or other Loan Document, contract, restriction or covenant, or the entitlement documents of
which Manager has knowledge (collectively, the “Requirements”). Manager shall promptly notify Property Owners
if it becomes aware of any material failure or reasonable suspicion of material failure to comply with the Laws or the Requirements;


 


(iv)        Manager
shall make periodic inspections of the Properties including without limitation the tenant spaces and common areas, to determine
necessary and appropriate repairs, maintenance and replacement, and shall supervise and perform all such maintenance, repairs and
replacements, except to the extent any such repair, maintenance or replacement is the responsibility of any tenant under its lease
of any portion of a Property (in which case Manager shall use diligent efforts to cause the applicable tenant to perform such repairs,
maintenance and replacement) so that such Property’s condition is at all times at least as good as that of similar quality
retail shopping centers or mixed use center (as applicable) located in the regions where the Properties are located, taking into
account age and condition of the applicable Properties as of the date hereof. Manager shall maintain businesslike relationships
with tenants and shall receive, catalog and use reasonable efforts to respond timely to all tenant complaints, accidents and requests
for services. Manager shall keep systematic up to date records showing the action(s) taken with respect to each complaint or request.
Manager may adopt and from time to time modify the rules and regulations of the Properties intended to govern the day-to-day activities
of the tenants, but only to the extent that such rules and regulations do not conflict with the provisions of this Agreement, or
the terms of the leases at the particular Property. Manager shall ensure that all tenants are informed with respect to such rules,
regulations and notices as may be promulgated by Property Owners or Manager.


 




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(v)         Manager
shall obtain prior written approval from Property Owners for any expenditure for repairs, improvements or work in excess of the
limitation contained in the Approval Guidelines, unless the item is an item specifically called for by the Budget, or is emergency
repairs and such repairs are necessary to: (A) prevent additional damage or a materially greater total expenditure; (B) protect
the applicable Property from damage or to maintain necessary services or conditions; and (C) protect the safety of occupants of
applicable Property or their belongings, in which case prompt verbal notice shall suffice. Manager shall notify Property Owners
in writing, in detail, of all such emergency repairs as soon as reasonably practicable following the making of the repairs and
shall provide to Property Owners invoices reflecting the cost of such repairs. Manager shall endeavor to use Contractors pre-approved
by Property Owners for all such emergency repairs;


 


(vi)        Except
to the extent such matters are the responsibility of the applicable tenants under space leases of portions of a Property (in which
case Manager shall oversee and use diligent efforts to cause the implementation of such responsibilities by the applicable tenant),
and subject to the availability of funds therefor in accordance with the terms hereof, Manager will arrange for all utilities,
services, equipment and supplies necessary for the management, operation, maintenance and servicing of the Properties. Except to
the extent maintained in the names of such tenants, all utilities contracts shall be in the name of the applicable Property Owner,
with all notices to be addressed to such Property Owner, in care of Manager, at Manager’s address. Except to the extent maintained
in the names of such tenants, all utility deposits shall be in the applicable Property Owner’s name, and Manager will use
diligent efforts to obtain deposit reductions and refunds. All utility deposit refunds shall be remitted directly to the applicable
Property Owner;


 


(vii)       Manager
will promptly recommend from time to time the advisability of contesting either the validity or the amount of personal and real
property taxes, if Manager deems such a contest appropriate. Manager shall pay all such taxes unless Property Owners direct Manager
otherwise or Property Owners fail to provide sufficient funds to do so;


 


(viii)      Manager
will fully cooperate with Property Owners and Property Owners’ representatives, including leasing agents, tax consultants,
brokers involved in the sale of the Properties, any potential purchaser of one or more of the Properties, appraisers, and counsel
with the view that such representatives shall be able to perform their duties efficiently and without interference. Such parties
shall be allowed to visit any Property and inspect the same at such times as Property Owners may request. If requested by Property
Owners, Manager shall also use diligent efforts to procure estoppel certificates from tenants of the Properties on forms approved
by Property Owners. In the event Property Owners elect to sell the one or more of the Properties, Manager shall coordinate the
marketing and sale of such Property or Properties, providing advice to Property Owners with respect to disposition valuation and
strategy, and subject to Property Owners’ approval, retaining an agent to represent Property Owners in such sale;


 




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(ix)         Manager
shall employ, at all times, a sufficient number of capable employees as Manager reasonably determines is appropriate for Manager
to perform its obligations hereunder. All employees of Manager will be employed at the sole cost of Manager, without reimbursement,
except as otherwise specifically provided in Section 4 and Section 6(a) hereof. Employees who handle or who are responsible
for funds belonging to Property Owners shall be bonded by a fidelity bond or covered by crime/fidelity insurance in an amount equal
to that provided in Section 12(b) of this Agreement issued by a company reasonably approved by Property Owners. All matters
pertaining to the employment, supervision, compensation, promotion, and discharge of such employees are the responsibility of Manager,
who is, in all respects, the employer of such employees. To the extent Manager, its designee, or any subcontractor negotiates with
any union lawfully entitled to represent any such employees, it shall do so in its own name, and shall execute any collective bargaining
agreements or labor contracts resulting therefrom in its own name, and not as an agent for Property Owners. Manager shall fully
comply with all applicable laws and regulations related to workers’ compensation, social security, ERISA, and other applicable
pension matters, unemployment insurance, hours of labor, wages, working conditions, and other employer-employee related subjects.
Manager represents that it is and will continue to be an equal opportunity employer. This Agreement is not one of agency, but one
with Manager independently engaged in the business of performing management and operation of properties on its own behalf as an
independent contractor. All employment arrangements are therefore solely its concern, and Property Owners shall have no liability
with respect thereto. Property Owners’ responsibility for reimbursement shall be limited to certain out of pocket costs and
expenses incurred or accrued during the Term in accordance with Section 6 hereof, and Property Owners shall not have any
liability to any party for any unpaid, unfunded, or accrued liabilities under any pension, profit sharing or other plan covering
the employees of Manager. Manager does hereby indemnify and hold Property Owners harmless from any claims, expenses, or other losses
(including reasonable attorneys’ fees and expenses) incurred by Property Owners and arising out of any suit, order, or other
claim with regard to any unpaid, unfunded, or accrued pension, profit sharing or other such plan liabilities, other than amounts
which Property Owners are obligated to, but do not, timely reimburse Manager for hereunder. The cost of Manager’s fidelity
bond or crime/fidelity insurance shall not be a reimbursable operating expense to Manager.


 


(x)          Manager
will, without additional charge, perform any other reasonable services normally performed by property managers for no additional
charge in managing properties similar to the Properties as may be reasonably requested by Property Owners.


 


(xi)         Without
expanding Manager’s authority hereunder to expend funds, if requested by Property Owners, but at Property Owners’ cost
and expense, Manager will make all payments called for by the Loan, if any, and shall, to the extent within Manager’s control,
manage and operate the Properties in compliance with the terms of any applicable Loan Documents.


 


(xii)        At
Property Owners’ cost and expense, Manager shall take all commercially reasonable actions to enforce the terms of any and
all contracts and to collect any and all funds due or payable to Property Owners from other parties to contracts or agreements
in connection with the Properties. Property Owners authorize Manager to request, demand, collect and receive all such funds. In
the event that Manager discovers that any party to a material contract commits a material breach of such contract, Manager shall
promptly notify Property Owners, recommend appropriate action for Property Owners to take, and obtain Property Owners’ approval
regarding the action to take in connection with such breach. Notwithstanding the foregoing, Manager shall not commence or threaten
to commence any legal proceeding in performing its obligations under this Section 5(c)(xii) unless such proceeding and the
counsel retained are approved by Property Owners. At Property Owners’ request, Manager shall institute and coordinate such
proceedings with counsel selected and approved in writing by Property Owners, with Property Owners retaining final authority over
the conduct of any such proceedings. At Property Owners’ request, Manager shall provide Property Owners reasonable assistance
in any proceedings, demands, or claims relating to any Property, this Agreement, or Manager’s performance hereunder, which
assistance shall include, without limitation, giving Property Owners all pertinent information known to Manager and coordinating
and participating in such proceedings with Property Owners’ counsel.


 


(xiii)       Manager
shall assist Property Owners in presentations before all public agencies at both public and private meetings which relate to or
affect any Property, and in all dealings with the press, community leaders, owners of adjacent property, and all other parties
directly or indirectly involved with any Property or with interests which may affect the success of any Property.


 




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(d)          Manager
will not execute or otherwise bind any Property Owner to any contract or agreement without (i) furnishing a copy of same to Property
Owners and (ii) receiving the prior written consent of Property Owners for contracts exceeding the limitation contained in the
Approval Guidelines or any other contracts (regardless of size) that are not specifically budgeted for in the Budget (including
any permitted variance hereunder); provided, however, that Manager may enter into contracts on behalf of a Property Owner in the
ordinary course of the management of the Properties for the acquisition of utility, maintenance and other services and for the
furnishing of services to tenants of the Properties if, and to the extent, the expense to be incurred under any such contract is
set forth in the most recent approved Budget (including any permitted variance hereunder), without receiving Property Owners’
consent (“Pre-Approved Contracts”). Without limiting the generality of any other provision of this Agreement,
all contracts for repairs, capital improvements, goods, and services exceeding the limitations contained in the Approval Guidelines,
other than Pre-Approved Contracts, shall be subject to Property Owners’ prior written approval and, unless otherwise approved
by Property Owners, all service and maintenance contracts and similar agreements (other than elevator maintenance and security
alarm service contracts with a term of no longer than one year, or other assumed contracts disclosed in writing to Property Owners
prior to its acquisition of the Properties which are approved in writing in advance by Property Owners, if any), regardless of
size, shall, at a minimum, contain a provision permitting Property Owners to terminate them, with or without cause and without
penalty or premium (other than payment of any earned compensation or reimbursements otherwise due thereunder), with a thirty (30)
day notice. When taking bids or issuing purchase orders, Manager shall use reasonable efforts to secure any and all discounts,
commissions and/or rebates which may be available in connection with such purchases, and shall credit to the applicable Property
Owner all discounts, commissions and/or rebates obtained in connection with such purchases.


 


(e)          Manager
will not knowingly permit the use of any Property for any purpose which might impair any insurance on such Property or which might
render any insured loss thereunder uncollectible or which would be in violation of any applicable law. Manager will use diligent
efforts to secure compliance by tenants with their respective leases.


 


(f)          Manager
will, promptly (and not later than two (2) Business Days) following its receipt thereof, deposit all funds collected relating to
the Properties, including security deposits, in such bank accounts as Property Owners may designate and with such banks as Manager
regularly utilizes subject to Property Owners’ reasonable approval; provided, funds tendered in connection with execution
of a new lease or a lease renewal will be deposited within two (2) Business Days after full execution of the new lease or lease
renewal. Property Owners from time to time may designate one or more accounts for receipt of funds, for disbursements, for holding
of security deposits, and other purposes, all of which shall be established under such terms as Property Owners may direct and
with such banks as Manager regularly utilizes, subject to Property Owners’ reasonable approval. Without limiting the generality
of the foregoing, unless Property Owners elect otherwise, such account or accounts shall consist of one or more locked account(s)
established by a Property Owner in such Property Owner’s name, over which Manager shall have no withdrawal or check writing
authority (a “Locked Account”), and one or more operating account(s), also in such Property Owner’s name,
but over which Manager shall have check writing abilities to allow it to make expenditures in accordance with the terms hereof
(the “Operating Account”). Property Owners shall have the right to make expenditures in accordance with the
terms hereof in the event that Manager fails to do so on a timely basis if Property Owners determine in good faith that making
such expenditures would be in the best interests of the Properties. Under no circumstances shall Manager have any right to withdraw
or otherwise apply funds held in the Locked Account, or to withdraw or otherwise apply funds held in the Operating Account except
in strict accordance with Section 6 of this Agreement. Notwithstanding anything to the contrary in the foregoing, if required
by Property Owners, by the leases, or by law, tenant security deposits will be deposited by Manager in one or more separate interest
bearing account(s) (the “Security Deposit Account”) established in the name of Property Owners, or one or more
of them. Manager agrees to handle all tenant security deposits in accordance with all applicable laws and regulations and in compliance
with leases. All money in the Locked Account, the Operating Account, the Security Deposit Account and any other account maintained
pursuant to the terms hereof (collectively, the “Accounts”) shall be the property of the applicable Property
Owner. In no event shall any funds of Manager be commingled with funds in any of the Accounts. Disbursements from the Accounts
shall be made by Manager in accordance with the authority granted in this Agreement and otherwise as Property Owners may direct
from time to time. It is currently contemplated that disbursements will, at Owner’s election, be made using one of the procedures
described in Section 6, although Property Owners reserve the right to change such procedures consistent with the terms of
this Agreement. All costs associated with maintaining a Property Owner’s bank account(s) including, but not limited to, maintenance
fees, account analysis fees, lockbox services fees and costs, positive pay charges, and wire transfer fees, shall be borne by the
applicable Owner. Manager shall avail itself of positive pay services unless Property Owners provide Manager with written notice
that Manager shall no longer avail itself of positive pay services. Should a Property Owner not avail itself of positive pay services,
then such Property Owner will defend, indemnify and hold Manager harmless from all fines, suits, losses, liabilities, proceedings,
claims, costs (including attorney’s fees and court costs), demands, actions, or causes of action, of any kind and of whatsoever
nature, whether in contract or tort, without regard to the cause or causes thereof arising from, growing out of, or in any way
related to a Property Owner’s failure to use positive pay services. Any interest earned on trust account funds shall belong
to the applicable Property Owner. Notwithstanding anything to the contrary herein, Manager hereby acknowledges and agrees that
each Property Owner is a single purpose entity formed for the exclusive purpose of owning, managing, leasing, operating, developing,
improving and selling the Property owned by it and in furtherance of such purpose acknowledges and agrees that all funds derived
from a Property and property of a particular Property Owner shall be kept separate from funds derived from any other Property and
property of any other Property Owner.


 


(g)          Manager
will not retain any Affiliate or subsidiary of Manager to perform any service for the Properties except at a fair, reasonable and
competitive cost and with prior written consent of Property Owners.


 


(h)          The
Contractors are responsible to Property Owners for providing (i) services and advice regarding construction and remediation means,
methods, sequences or techniques and (ii) other services that require a professional engineer’s, architect’s or other
license. Property Owners understand that Manager is not responsible for or liable to Property Owners with respect to such services
and advice; provided, however, that Manager shall take reasonable actions to oversee the Contractors and the Contractors’
performance, including, without limitation, keeping Property Owners informed as and when funds are required. Manager shall not
be liable for any failure of performance of the Contractors and shall not be liable for any defects or errors in the work. Subject
to Section 10(b), Manager shall not be liable for any costs whatsoever (whether budgeted or not) incurred in connection
with the Properties; all of such costs shall remain the responsibility of Property Owners (with each being responsible only for
the costs related to its Property). The provisions of this Section 5(h) shall survive the expiration or earlier termination
of this Agreement.


 




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(i)          Manager
will use commercially reasonable efforts, or will cause local leasing agents to procure tenants for each Property acceptable to
Property Owners and at rental rates consistent with the Budget and Operating Plan, subject to the terms of this Agreement. Property
Owners shall have the right to reject any prospective tenant or proposed lease for any reason without liability or obligation to
pay any Leasing Commission to Manager or any third party. In furtherance of its duties, Manager will, or will cause local leasing
agents to, (i) provide experienced personnel to call on and negotiate with prospective tenants, (ii) conduct comprehensive canvassing
by personal calls on prospective tenants, (iii) advertise in appropriate media (including direct mail), as may be customary in
the location of the applicable Property for premises similar to those available for lease, (iv) process inquiries from prospective
tenants, (v) prepare leasing brochures, (vi) place “For Lease” signs at times and in locations acceptable to Property
Owners, and in all events subject to the terms of any existing leases at the applicable Property and (vii) cooperate with other
real estate brokers to the extent customary in the location of the applicable Property. Manager will have no authority to execute
leases at any Property on a Property Owner’s behalf, or to otherwise bind a Property Owner to enter into any leases, and
will make clear to prospective tenants that it has no such authority.


 


(j)          Manager
will prepare all leases on Property Owners’ standard lease form, with such changes as may be negotiated by Manager and the
prospective tenant, however, in all events, subject to Property Owners’ approval and the approval of any lender with a Loan
secured by the applicable Property, if required by the applicable Loan Documents. Manager will comply with the lease delivery and
approval requirements of any Loan Documents pertaining to the Properties. Manager may use manager’s in-house leasing counsel
for the negotiation of leases with prospective tenant (or existing tenants with respect to lease renewals) and Owner will reimburse
Manager for the allocated cost of such in-house counsel in accordance with Exhibit E attached hereto.


 


Section
6.          Expenditure, Limitations.


 


(a)        Except
as otherwise set forth herein, Manager shall be obligated to make payments, and take actions involving the expenditure of out of
pocket sums, required under this Agreement only to the extent of funds derived from the applicable Property or provided by Property
Owners. Manager shall give Property Owners prompt notice of any expenses for the payment of which Manager does not have sufficient
funds; Manager shall not knowingly overdraw the Accounts. Unless otherwise stated in this Agreement, including but not limited
to Section 5, Manager will not hold or administer any funds as an operating reserve for emergencies or any other purpose
for any Property or Property Owners. To the extent not otherwise made available to Manager pursuant to the terms of this Agreement,
and subject to the terms hereof, each Property Owner shall pay or reimburse Manager for (to the extent related to the Property
owned by such Property Owner) (i) any out of pocket expenses set forth in the Budget (including any permitted variance hereunder),
(ii) any internal costs and expenses which shall be agreed to by Property Owners and Manager on an annual basis and set forth in
the Budget (collectively, “Recoveries”), including, but not limited to costs and expenses of salaries, bonuses,
burden and benefits of Manager’s personnel and employees, accounting, risk management, cash management, payroll, human resources,
senior operations, IT, professional liability insurance, training, and software charges, (iii) any costs or expenses otherwise
approved by Property Owners, which are properly incurred by Manager under this Agreement, and (iv) any other normal and customary
expenses actually incurred by Manager with respect to, and for the benefit of, the Properties; provided in no event shall the sum
of such expenses exceed $50,000 in any calendar year unless otherwise agreed to by GAP. Except as set forth above, Manager shall
not (except as otherwise provided for in the Budget (including any permitted variance hereunder)) be reimbursed for:


 


(i)          Compensation
or employee costs for any personnel or employees of, or retained by, Manager;


 


(ii)         Expenses
for general accounting and reporting services;


 


(iii)        Expenses
for forms, papers, ledgers, and other supplies and equipment used by Manager and not specifically allocated to the Properties;


 




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(iv)        All
expenses of electronic data processing, computer services, or equipment necessary to discharge Manager’s duties and responsibilities
hereunder, including, without limitation the cost of Persons which provide such services to Manager (other than such services and
equipment located on and dedicated exclusively to the Properties);


 


(v)         Expenses
or advances made to employees (other than reimbursements for the reasonable cost of travel and other incidental expenses by Manager’s
employees or principals directly related to delivery of services pursuant to this Agreement, which reimbursements shall not exceed
$5,000 per annum without GAP’s prior approval and shall be supported by itemized receipts); provided, however, that Property
Owners shall not reimburse the cost of travel or other incidental expenses by any of Manager’s employees or principals who
are present at a Property for thirty (30) calendar days or more in any twelve month period);


 


(vi)        Expenses
attributable to losses or expenses arising from the gross negligence, willful misconduct or fraud on the part of Manager or Manager’s
Affiliates, agents, or employees (provided that this Section (6)(a)(vi) shall not limit the validity of, or affect the indemnity
under, Section 10 hereof);


 


(vii)       Cost
of comprehensive crime/fidelity insurance or fidelity bond purchased by Manager;


 


(viii)      Training
expenses;


 


(ix)         Compensation
and expenses applicable to time spent on matters other than the Properties; and/or


 


(x)          Any
overhead expense incurred in Manager’s general office; provided, however, that notwithstanding anything
to the contrary set forth in this Agreement, Manager shall be entitled to maintain at each Property a suitable office for such
Property on a rent free basis. Property Owners shall pay all third-party expenses related to such office including, but not limited
to, furnishings, equipment, postage and office supplies, electricity and other utilities and telephone, pursuant to the Budget.


 


(b)          Approval
of a Budget by Property Owners shall not constitute authorization for Manager to expend any money except as set forth therein or
herein; provided, however, that the foregoing shall not be construed in any way as permitting Manager to expend money
under contracts in excess of the Maximum Contract Amount (except as otherwise approved in writing by Property Owners or pursuant
to Pre-Approved Contracts) or requiring Property Owners to fund any amounts set forth in the Budget. Notwithstanding the foregoing,
Property Owners will indemnify, defend and hold Manager harmless from expenses Manager is authorized to incur and does incur but
which Property Owners fail to fund.


 


(c)          To
the extent set forth in the Budget (and subject to the availability of funds therefor), and without further consent of Property
Owners, Manager shall pay in a timely manner all non-disputed operating expenses of Property Owners in accordance with the terms
of the Budget and the Operating Plan.


 


(d)          To
the extent set forth in the Budget (and subject to the availability of funds therefor) and without further consent of Property
Owners, Manager will pay all utilities, payroll and other expenses incurred in the ordinary course of managing the Properties and
shall obtain and maintain insurance coverage on the Properties in accordance with Section 12 of this Agreement and the Loan
Documents and pay all non-disputed taxes, assessments, charges and fees payable in connection with the ownership, use and occupancy
of the Properties.


 




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(e)          All
expenses must be charged to the proper account as specified in the approved chart of accounts set forth in the Budget, and no expense
may be classified or reclassified for the purpose of avoiding an excess in the budgeted amount of a category without the prior
approval of Property Owners. During the Term, Manager shall inform Property Owners, in writing, of any major increase in any costs
and expenses that was not foreseen during the budget preparation period and thus was not reflected in an approved Budget, and no
such increase shall be deemed approved unless Property Owners provide written consent to such increase. Payments not specifically
authorized by the Budget (including any permitted variance hereunder) may not be made without Property Owners’ prior written
consent. Manager may not vary from the Budget without Property Owners’ consent. Notwithstanding any provision to the contrary
set forth in this Agreement, Manager is specifically precluded from expending any of Property Owners’ funds or making any
payments hereunder for political or charitable contributions of any nature.


 


(f)          Except
for payments reflected in the Budget for debt service on the Loan (if any), real estate taxes, insurance and utilities, third party
brokerage commissions, tenant improvements costs under tenant leases approved by Property Owners and as provided for in Section
5(c)(v) with respect to emergencies, Manager shall not issue a check for more than the limitation contained in the Approval
Guidelines even if expressly set forth in the Budget, without the prior written authorization of Property Owners (in addition to
its approval of the Budget), which approval shall be evidenced by a writing from GAP (which may be in the form of an e-mail).


 


(g)          In
managing the financial affairs of Property Owners and the Properties, Manager shall at all times adhere to and act in accordance
with United States generally accepted accounting procedures, including, without limitation, those relating to separation of duties.


 


(h)          None
of the funds transferred to or otherwise held in the Operating Account shall be used for payment of any items of a capital nature
(unless specifically provided for in the Budget) without receiving Property Owners’ prior written approval. Notwithstanding
the approval of the Budget by Property Owners, capital expenses shall be handled in accordance with customary procedures which
shall include, without limitation, obtaining lien releases from providers of labor, services or material.


 


(i)          All
disbursements, refunds and applications to rent made by Manager in connection with tenant security deposits for the Properties
shall be made by a check (or other form of withdrawal instrument depending upon the type of account utilized at the suggestion
of Manager and approved by Property Owners) drawn on the Security Deposit Account (or such other account to which transferred or
then held pursuant to any Loan Documents relating to the applicable Property) and shall be substantiated by appropriate records
and accounting procedures.


 


(j)          If
at any time Manager does not have sufficient funds on hand (excluding amounts reserved for other purposes hereunder or under any
Loan Documents relating to the applicable Property) to pay expenses related to any Property, then Manager shall immediately request
additional funds from the applicable Property Owner (although neither such Property Owner, nor any other Property Owner, shall
have any obligation to provide such additional funds). Manager shall disburse such funds as it does have (excluding amounts reserved
for other purposes hereunder or under any Loan Documents relating to the any Property) to payment of expenses in the following
order of priority: first, to mortgages encumbering the applicable Property (if any); next, to operating expenses of the applicable
Property. In no event shall the provisions of this Section 6(j) release Property Owners of their obligations to make timely
payments to Manager in accordance with this Agreement.


 




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Section
7.          Books, Records and Reporting. Manager will,
on behalf of Property Owners, keep such accurate and complete files, books, and records pertaining to its performance under this
Agreement and the management of each Property, and such other files, books, and records as Property Owners may reasonably request,
for a period of not less than three (3) years after the date of termination or expiration of this Agreement for any reason other
than a termination of this Agreement by Property Owners (upon such termination, Manager shall promptly turn over all such matters
to Owner, subject to the limitations in Section 3). Such books and records will include office records, bills, receipts,
vouchers, bank statements, books and records relating to the operation of the Properties maintained on a cash basis, monthly summaries
of accounts receivable and accounts payable and the reports described in Exhibit C hereto as therein provided. All such
files, books, records and checks will be kept in a secure location and separate from records relating to other purposes at Property
Owners’ cost and expense. During the Term and during the three (3) year period following the expiration or termination of
the Term, Property Owners and their agents, representatives, employees, or auditors may, at Property Owners’ cost and expense,
at such reasonable times and business hours as Property Owners may determine, inspect, audit, and copy any of Manager’s records,
files, reports, and related materials pertaining to the Properties or to Manager’s performance under this Agreement. If an
audit by Property Owners discloses any sum due Property Owners by Manager, Manager will promptly reimburse Property Owners for
any amounts due.


 


Section
8.          Property Owners’ Obligation. Property
Owners shall provide Manager with such information as reasonably necessary for the effective performance of the Services.


 


Section
9.          Legal. Manager shall, in the carrying out
of the Services, use only those material legal documents, including service contracts, leases, and agreements, the forms of which
have been approved by Property Owners (including, without limitation, pursuant to Section 5(d) hereof) or the use of which
is consistent with the Operating Guidelines or prior practice approved by Property Owners.


 


Section
10.         Indemnity and Subrogation.


 


(a)          Subject
to Section 10(e), each Property Owner agrees severally, but not jointly, to indemnify and hold Manager and its managers,
members, officers, directors, shareholders, partners, employees, agents and Affiliates harmless from and against any and all costs,
expenses, attorneys’ fees, suits, liabilities, damages, or claims for damages (collectively, “Losses”)
to the extent attributable to (i) such Property Owner’s Property, (ii) the failure of such Property Owner to reasonably to
perform its obligations under this Agreement, (iii) the management of such Property Owner’s Property by Manager, or (iv)
the performance or exercise by Manager of the duties, obligations, powers or authorities herein or hereafter granted to Manager,
except in each case for those actions and omissions of Manager in relation to which Manager agrees to indemnify Property Owners
pursuant to Section 10(b).


 


(b)          Subject
to Section 10(e), Manager agrees to indemnify and hold Owner and each Property Owner and its managers, members, officers,
directors, shareholders, partners, employees, agents and Affiliates harmless from and against any and all Losses, to the extent
attributable to third party claims arising from (i) any grossly negligent acts or omissions or willful misconduct (including without
limitation fraud and bad faith) of Manager, its agents or employees, (ii) any failure of Manager to timely perform any of its obligations
under this Agreement, or (iii) any acts of Manager beyond the scope of Manager’s authority hereunder; provided,
however, Manager shall not be liable for acts or omissions performed in good faith or which are reasonably believed by Manager
to be in the best interest of the Property Owner and within the scope of authority conferred upon Manager under this Agreement.
Nothing herein shall affect Owner’s or any Property Owner’s right to bring an action against Manager outside of this
indemnification resulting from a breach by Manager of this Agreement.


 




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(c)          “Indemnified
Party” and “Indemnitor” shall mean Manager and each Property Owner, respectively, as to Section
10(a) and shall mean Owner and each Property Owner, on the one hand, and Manager on the other hand, as to Section 10(b).
If any action or proceeding is brought against an Indemnified Party with respect to which indemnity may be sought under this Section
10, the Indemnitor, upon written notice from the Indemnified Party, shall assume the investigation and defense thereof, including
the employment of counsel (which shall be reasonably satisfactory to Indemnified Party) and payment of all expenses. The Indemnified
Party shall have the right to employ separate counsel in any such action or proceeding and to participate in the defense thereof,
but the Indemnitor shall not be required to pay the fees and expenses of such separate counsel unless such separate counsel is
employed with the written approval and consent of the Indemnitor, which shall not be withheld or refused if the counsel selected
by Indemnitor has a disqualifying conflict of interest.


 


(d)          The
indemnity in this Section 10 shall survive the expiration or termination of this Agreement.


 


(e)          Anything
in this Agreement to the contrary notwithstanding, Owner, each Property Owner and Manager hereby waive and release each other of
and from any and all right of recovery, claim, action or cause of action against each other, their agents, officers and employees,
for any loss or damage that may occur to the Properties, improvements to the Properties, or personal property within the Properties,
by reason of fire or the elements, or other casualty, regardless of cause or origin including negligence of Owner, a Property Owner
or Manager and their agents, officers and employees, to the extent the cause is insured against under insurance policies carried
by a Property Owner or Manager; provided, however, that such waiver shall not include any deductible amounts on insurance
policies carried by a Property Owner or Manager. Owner, the applicable Property Owner and Manager agree to obtain a waiver of subrogation
from the respective insurance companies which have issued policies of insurance, and to have the insurance policies endorsed, if
necessary, to prevent the invalidation of the insurance coverages by reason of the mutual waivers. The provisions of this Section
10(e) shall survive the expiration or earlier termination of this Agreement.


 


Section
11.         Representations and Warranties of Manager. Manager
makes the following representations, warranties and covenants to Owner and each Property Owner all of which shall survive the execution,
delivery, performance or termination of this Agreement:


 


(a)          It
is duly organized, validly existing and in good standing under the laws of its jurisdiction of formation with all requisite power
and authority to enter into this Agreement and to conduct the business of Manager.


 


(b)          It
has complied with and shall continue to comply with all applicable laws in order to conduct business in the state where the Properties
are located and where the Services are to be performed and has obtained and will maintain all licenses and permits necessary to
legally and validly execute, deliver, and perform its obligations hereunder.


 


(c)          This
Agreement constitutes the legal, valid and binding obligation of Manager enforceable in accordance with its terms.


 


(d)          The
execution, delivery, and performance of this Agreement have been duly authorized by all necessary action on the part of Manager.


 


(e)          It
shall make no representations or warranties to any third parties with regard to Owner, and Property Owner or the Properties or
the accuracy or completeness of any information concerning Owner, any Property Owner or the Properties obtained from Owner, any
Property Owner or any other source, and neither Owner nor any Property Owner shall be bound by any such unauthorized representations
or warranties; provided, however, that Manager may perform normal marketing efforts with respect to the Properties.


 




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(f)          No
consents or approvals are required from any governmental authority or other person or entity for Manager to enter into this Agreement.
All limited liability company, corporate or partnership action on the part of Manager necessary for the authorization, execution
and delivery of this Agreement, and the consummation of the transactions contemplated hereby, have been duly taken.


 


(g)          The
execution and delivery of this Agreement by Manager, and the consummation of the transactions contemplated hereby, does not conflict
with or contravene the provisions of its organizational documents or any agreement or instrument by which it or its properties
are bound or any law, rule, regulation, order or decree to which it or its properties are subject.


 


(h)          It
is in compliance with all applicable anti-money laundering and anti-terrorist laws, regulations, rules, executive orders and government
guidance, including the reporting, record keeping and compliance requirements of the Bank Secrecy Act (“BSA”),
as amended by The International Money Laundering Abatement and Financial Anti-Terrorism Act of 2001, Title III of the USA PATRIOT
Act (the “Patriot Act”), and other authorizing statutes, executive orders and regulations administered by OFAC
applicable to Manager, and related Securities and Exchange Commission, SRO or other agency rules and regulations applicable to
Manager, and has policies, procedures, internal controls and systems that are reasonably designed to ensure such compliance.


 


(i)          Neither:
(i) Manager, any Affiliate of Manager nor any Person controlled by Manager; nor (ii) to the best of knowledge of Manager,
after making due inquiry, any Person who owns a controlling interest in or otherwise controls Manager, directly or indirectly;
nor (iii) to the best of knowledge of Manager, after making due inquiry, if Manager is a privately held entity, any Person
otherwise having a direct or indirect beneficial interest (other than with respect to an interest in a publicly traded entity)
in Manager; nor (iv) any Person for whom Manager is acting as agent or nominee in connection with this Agreement or the Properties,
is a country, territory, Person, organization, or entity named on an OFAC List, nor is a prohibited country, territory, Person,
organization, or entity under any economic sanctions program administered or maintained by OFAC.


 


(j)          Manager
agrees that, upon receiving a request from Owner or any Property Owner, Manager shall provide information reasonably required by
such Person to confirm that the representations, warranties and covenants continue to be true and to comply with all applicable
anti-money laundering and anti-terrorist laws, regulations and executive orders. Manager consents to the disclosure to United States
regulators and law enforcement authorities by Owner, each Property Owner and their Affiliates of such information about Manager
that Owner or any Property Owner reasonably deems necessary or appropriate to comply with applicable anti-money laundering and
anti-terrorist laws, regulations, and executive orders.


 


(k)          Manager
represents, warrants and covenants that it and its personnel are, and while this Agreement remains in effect, Manager and its personnel
shall continue to be, fully licensed and qualified, to the extent required by applicable law, to perform Manager’s duties
and obligations hereunder. Manager shall fully comply with all applicable Laws relating to the performance of its duties and obligations
hereunder.


 


(l)          Manager
agrees to notify Owner and each Property Owner promptly if there is any change with respect to the representations provided herein.


 




    	19



    	 



    

  


For purposes of the
representations, warranties and covenants set forth in this Section 11, the term “knowledge” includes the actual
knowledge of Andrew Batinovich, the Chief Executive Officer of Manager. Manager represents and warrants to Owner and each Property
Owner that Andrew Batinovich is the Person Affiliated with Manager with the most knowledge regarding Manager, the Properties and
the representations, warranties and covenants set forth in this Section 11.


 


Section
12.        Insurance Requirements. 


 


(a)        Property
Insurance. Each Property Owner shall carry (or cause to be carried) at its expense the following insurance:


 


(i)          all
risks property insurance and builder’s risk insurance, where applicable, on a full replacement cost basis covering its Property;
and


 


(ii)         commercial
general liability insurance on an occurrence basis with the applicable Property Owner as the insured with limits of not less than
Ten Million and No/100 Dollars ($10,000,000.00) for each occurrence, combined single limit, on bodily injury, death or property
damage.


 


Manager shall be named
as an additional insured on each Property Owner’s liability insurance policies maintained with respect to this Agreement.
Upon request, Property Owners shall provide Manager certificates of insurance outlining evidence of Property Owners’ insurance
and the terms thereof. Property Owners’ liability policies shall be primary (vis-a-vis any insurance carried by Manager)
as to claims arising out of activities of Manager with respect to the Properties. Manager shall, if requested by Property Owners,
obtain the insurance policies set forth above, subject to Property Owners’ approval thereof, but at the applicable Property
Owner’s cost and expense. Manager shall use diligent efforts at all times to comply with all the warranties, terms, and conditions
of such insurance. Manager shall notify Property Owners, and the applicable insurance carrier, within twenty-four (24) hours after
Manager receives notice of any loss, damage, or injury and shall not knowingly take any action which might prejudice Property Owners
in their defense to a claim based on such loss, damage, or injury.


 


(b)          Manager
Insurance. Manager shall maintain the following insurance coverage, at Manager’s cost:


 


	Insurance	Minimum Standards
	 	 
	 	Coverage A:
	Workers’ Compensation	Minimum limits required by Law (with proof of compliance as acceptable to Owner)
	 	 
	 	Coverage B:
	 	
        $100,000 Bodily Injury by Accident (Each Accident)

        $500,000 Bodily Injury by Disease (Policy Limit)

        $100,000 Bodily Injury by Disease (Each Employee

	 	 
	Commercial General Liability Insurance	$5,000,000
	 	 
	Automobile, Single Limited Bodily Injury and Property Damage	$1,000,000, or as required by Law
	 	 
	Uninsured Motorists	As required by applicable Law
	 	 
	Fidelity Bond or Crime Insurance	$1,000,000


 




    	20



    	 



    

  


Manager shall furnish Property Owners,
not later than the date of this Agreement, with certificates of insurance, or other proof evidencing its insurance coverage as
required, including evidence that Property Owners shall receive thirty (30) days prior written notice of cancellation. The general
liability and automobile liability insurance shall include Owner and Property Owners as additional insureds.


 


(c)          Insurance
Requirements. The insurance required under this Agreement shall be written with insurers authorized to do business in the state
where the Properties are located, if related only to a particular Property, or each state where a Property is located, if not related
specifically to a Property, and shall be rated at least A:IX by A.M. Best’s Rating Service. Property Owners and Manager may
carry the insurance as part of a blanket insurance policy and in a combination of primary and umbrella coverage. Property Owners
and Manager may self-insure for workers’ compensation insurance in accordance with statutory requirements.


 


(d)          Contractor’s
and Subcontractor’s Insurance. In addition, except to the extent waived by Property Owners, Manager shall require that
each contractor and subcontractor hired to perform work at a Property (pursuant to contracts of a size as established from time
to time by the Operating Plan) maintain insurance against risk of physical damage to personal property belonging to it in amounts
sufficient to replace such personal property in the event of loss, and insurance coverage at such contractor’s and subcontractor’s
expense, in the following minimum amounts:


 


	Insurance	 	Minimum Standards	 
	Workers’ compensation	 	 	As required by law	 
	Employer’s liability	 	$	500,000	 
	Comprehensive general liability	 	$	1,000,000	 
	Comprehensive auto liability	 	$	1,000,000	 



 


All such policies shall be at the sole
cost and expense of the applicable contractor or subcontractor, and shall include Owner and the applicable Property Owner as additional
insureds. A Property Owner may require additional coverage if the work to be performed is, in such Property Owner’s judgment,
sufficiently hazardous. Manager shall use good faith efforts to obtain not later than the date of hiring of each contractor or
subcontractor performing work at a Property and use good faith efforts to keep on file policies of insurance, or other evidence
of compliance with these requirements. The policies of insurance shall provide at least thirty (30) days’ prior written notice
of cancellation or any material change in coverage to Manager, the applicable Property Owner and Owner.


 


(e)          Tenant’s
Certificates of Insurance. If tenants’ leases require that they maintain any insurance coverage, Manager shall use
diligent efforts to obtain insurance certificates from each tenant and review the certificates for compliance with the lease provisions.
Manager shall notify Property Owners as soon as practicable of any tenants which fail to provide necessary certificates to Manager.


 


(f)          Loan
Requirements. If and to the extent the insurance requirements with respect to a Property Owner set forth in the Loan Documents
evidencing or securing the Loan (or any other loan obtained by Owner or a Property Owner secured by one or more Properties) exceed
the requirements set forth in this Section 12, the more stringent requirements set forth in such loan documents shall govern.


 




    	21



    	 



    

  


(g)          No
Limitation on Coverage. Nothing contained in Section 14(k) shall limit any party’s recourse to or ability
to recover under insurance required to be maintained by any party under Section 12(a) or (b).


 


Section
13.         Advertising and Publicity. Manager shall not
issue or sponsor any advertising or publicity that states or implies, either directly or indirectly, that Owner or any Property
Owner endorses, recommends, or prefers Manager’s services; provided, however, that during the Term, Manager
and its Affiliates shall have the right to advertise that it is the property manager of the Properties. Further, Manager shall
not use the logo of Owner or any Property Owner or the logo or name of any direct or indirect Affiliate or investor in Owner in
any fashion without Owner’s prior written approval.


 


Section
14.         Miscellaneous.


 


(a)         Section
Headings. The section headings contained in this Agreement are for convenience only and shall in no way enlarge or limit
the scope or meaning of the provisions of this Agreement.


 


(b)        Notice.
All notices, demands, consents, approvals, requests or other communications which any of the parties to this Agreement may desire
or be required to give hereunder (collectively, “Notices”) shall be in writing and shall be conclusively deemed
to have been duly given or delivered, as the case may be, upon receipt during normal business hours on a Business Day, or if received
outside of normal business hours on a Business Day, then on the next day which is a Business Day. Any Notice, the acceptance of
delivery of which is refused or which is incapable of being delivered during normal business hours on a Business Day at the address
specified herein or such other address designated pursuant hereto, shall be deemed received as of the date of attempted delivery.
All notices, demands, consents, approvals, requests or other communications which any of the parties to this Agreement may desire
or be required to give hereunder (collectively, “Notices”) shall be in writing and shall be given by (a) personal
delivery or (b) a reputable overnight courier service, fees prepaid, addressed as follows:


 


	(1)	
        To Owner:

         
	c/o Oaktree Real Estate Group

333 So. Grand Avenue, 28th Floor

Los Angeles, CA 90071

Attn:  Cary Kleinman 

Email: ckleinman@oaktreecapital.com
	 	 	 
	 	With a copy to:	
        Glenborough, LLC

        400 S. El Camino Real, Suite 1100

        San Mateo, CA 94402

        Attn: General Counsel

        Email: chip.burns@glenborough.com

        

	 	 	 	 
	(2)	
        To Property Owner(s):

         

         
	
        SGO Constitution Trail, LLC

        c/o Glenborough, LLC

        400 S. El Camino Real, Suite 1100

        San Mateo, CA 94402

        Attn: General Counsel

        Email: chip.burns@glenborough.com

        

        

        



 




    	22



    	 



    

 


	 	 	SGO Aurora Commons, LLC


c/o Glenborough, LLC


400 S. El Camino Real, Suite 1100


San Mateo, CA 94402


Attn: General Counsel


Email: chip.burns@glenborough.com




	 	 	 
	 	 	
        SGO Osceola Village, LLC

        c/o Glenborough, LLC

        400 S. El Camino Real, Suite 1100

        San Mateo, CA 94402

        Attn: General Counsel

        Email: chip.burns@glenborough.com

	 	 	 
	 	With a copy to:	c/o Oaktree Real Estate Group

333 So. Grand Avenue, 28th Floor

Los Angeles, CA 90071

Attn:  Cary Kleinman 

Email: ckleinman@oaktreecapital.com




	(3)	
        To
        Manager:

        

         
	
        Glenborough, LLC

        400 S. El Camino Real, Suite 1100

        San Mateo, CA 94402

        Attn: COO

        Email: chip.burns@glenborough.com

        

        
	 


 


Either party may designate another addressee (and/or change its address) for Notices hereunder by a Notice given pursuant to this
Section 14(b).


 


(c)          Assignment.
Except as provided below, (i) unless otherwise approved in writing by Owner, in its sole and absolute discretion, none of the rights,
interests, duties or obligations created by this Agreement may be Transferred or delegated in whole or in part by Manager, and
any such purported Transfer or delegation shall be void, and (ii) in the event that Owner approves any such delegation, then any
and all Management Fees hereunder shall be reduced by any amounts, fees and expenses payable directly by Owner or Property Owner
to the person or entity to whom such rights, interests, duties or obligations are delegated. Notwithstanding the foregoing, Manager
may, and this Section 14(c) shall not be construed to prevent, (A) the use by Manager of unrelated third parties customarily
used to perform design, construction, operations, accounting audits and similar functions that are not customarily provided by
property managers of projects similar to the Properties or that are otherwise intended to be supervised (rather than performed)
by Manager under this Agreement, or (B) the assignment, subcontracting or delegating by Manager of day-to-day management responsibilities,
leasing services and/or disposition services to one or more local property managers or leasing companies, in each case so long
as Manager continues to supervise the overall management of the Properties, and in each case without reduction in Management Fees
payable to Manager if such third parties, local property managers or leasing companies are compensated for their services directly
by Manager.


 




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(d)          Entire
Agreement. This Agreement (including exhibits or signed addenda hereto) contains the entire agreement among Property Owners
and Manager, and no oral statements or prior written matter not specifically incorporated herein shall be of any force and effect.
No variation, modification or changes hereof shall be binding on either party hereto unless set forth in a document executed
by such parties or a duly authorized agent, officer, or representative thereof.


 


(e)          No
Recordation. Neither Property Owners nor Manager shall file or record any instrument or document relative to this Agreement
in the public records in any County or State in which any Property Owner or Manager are doing business or its assets are situated.


 


(f)          Time
is of the Essence. Time is of the essence in all aspects of the performance of the obligations hereunder.


 


(g)          Governing
Law. The Laws of the State of California, and where applicable, the United States, shall govern the validity, enforcement,
and interpretation of this Agreement.


 


(h)          Litigation
Costs. If any legal action or other proceeding of any kind is brought for the enforcement of this Agreement or because
of a default, misrepresentation, or any other dispute in connection with any provision of this Agreement or the Properties, the
successful or prevailing party shall be entitled to recover all reasonable fees and other costs incurred in such action or proceeding,
in addition to any other relief to which it may be entitled.


 


(i)          Waiver.
No failure by Owner, and Property Owner or Manager to insist on the strict performance of any obligation, covenant, agreement,
term or condition of this Agreement, or to exercise any right or remedy available upon a breach of this Agreement, shall constitute
a waiver, and no breach shall be waived, altered or modified, except by written instrument.


 


(j)          Competing
Properties. Owner and each Property Owner may own, invest in, develop, operate, manage and/or lease properties which compete
with the Properties and Manager shall have no interest in such competing properties and this Agreement shall not apply to any such
competing properties. Manager hereby covenants and agrees that so long as this Agreement remains in force, Manager will not become
manager and/or leasing agent for any other office or industrial properties that is a Competing Opportunity (as defined in the Company
LLC Agreement), unless GAP or its Affiliates have failed to accept a ROFO Opportunity (as defined in the Company LLC Agreement)
with respect to such Competing Opportunity in accordance with the terms and conditions of the Company LLC Agreement. Manager covenants
and agrees that it will not solicit any tenant to relocate to any other property which Manager or any Affiliate of Manager directly
or indirectly owns, leases, manages or otherwise possesses an interest. Owner and Property Owners acknowledge and agree that interests
of SRT or its Affiliates with respect to the Ensenada Square Property shall not be deemed a violation of this subsection (j).


 


(k)          Limitation
of Property Owners’ Liability; Limitation of Owner’s Liability. Property Owners and Manager agree that, notwithstanding
any other provision of this Agreement or any rights which Manager might otherwise have at law, equity, or by statute, whether based
on contract or some other claim, any liability of a Property Owner to Manager shall be satisfied only from such Property Owner’s
interest in the Property owned by such Property Owner and the proceeds thereof. Without limiting the generality of the foregoing,
if a Property Owner is or becomes a partnership, the general or limited partners, employees, agents, or affiliates of such Property
Owner shall not in any manner be personally or individually liable for the obligations of such Property Owner hereunder or for
any claims related to this Agreement or the operation of the Properties. If a Property Owner is or becomes a corporation, no officer,
employee, agents, or affiliates of such Property Owner shall in any manner be personally or individually liable for the obligations
of such Property Owner hereunder or for any claim in any way related to this Agreement or the operations of the Properties. In
no event shall Owner have any liability hereunder. The provisions of this Section 14(k) shall survive the expiration
or earlier termination of this Agreement.


 




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(l)          Venue.
Each of the parties hereto consents to the jurisdiction of any court in the State of California for any action arising out of matters
related to this Agreement. Each of the parties hereto waives the right to commence an action in connection with this Agreement
in any court outside of the State of California.


 


(m)         Waiver
of Jury Trial. EACH OF THE PARTIES HERETO HEREBY WAIVES TRIAL BY JURY IN ANY ACTION ARISING OUT OF MATTERS RELATED TO THIS
AGREEMENT, WHICH WAIVER IS INFORMED AND VOLUNTARY.


 


(n)          Trademarks.
All Trademarks that identify any Property, Owner, and Property Owner, any Affiliate of Owner or that are otherwise owned by Owner,
and Property Owner or any Affiliate of Owner or any Property Owner are the sole property of Owner, such Property Owner or their
Affiliates, and as among Manager, Owner, Property Owners or their Affiliates, Owner, Property Owners or their Affiliates shall
own any variants or derivatives of such Trademarks or any confusingly similar Trademarks that may be developed in the future with
respect to any Property. Manager will have no rights to any such Trademarks notwithstanding any use of the same by Manager in connection
with its activities with respect to a Property or any participation by Manager or its personnel in the development of any of the
same. Manager hereby assigns to Owner any rights (including any and all intellectual property rights) in all work product prepared,
developed, or provided by Manager as part of performing duties under this Agreement. Without limiting the foregoing, Manager acknowledges
that all original works of authorship which are made by Manager (solely or jointly with others) as part of performing duties under
this Agreement which are protectable by copyright are “works made for hire,” pursuant to the United States Copyright
Act (17 U.S.C., Section 101) for Owner. If any of the works of authorship which are made by Manager (solely or jointly with others)
as part performing duties under this Agreement are held for any reason not to be “works made for hire” for Owner or
Property Owners, or if ownership of all right, title and interest in and to such works including any related intellectual property
rights has not vested exclusively and immediately in Owner or Property Owners (or any of them), upon creation, Manager irrevocably
assigns, without further consideration, any and all right, title and interest in and to such works to Owner, including any and
all intellectual property rights with respect thereto.


 


(o)          Website.
Manager shall take all actions (subject to Property Owners’ approval) to establish and continuously maintain a joint ventures
landing page on the existing SRT website with links to each Property (individually and collectively referred to herein as a “Property
Website”). Rights to the Property Website including all content, artwork, graphic designs, links, layout, look and feel,
works of authorship, software (both in object and source code form), work flows and processes, documentation and all other information
needed to run the website shall be the sole property of the Property Owner that owns the Property to which such Property Website
relates. To the extent that Manager hosts, develops or manages a Website and/or contracts for the hosting, development or management
of a Property Website, Manager shall ensure that any rights in and to the Property Website including all intellectual property
rights therein inure solely to the applicable Property Owner. With respect to the information or content related to a Property
that is linked to the SRT website, Manager shall, upon expiration or earlier termination of the Term of this Agreement, at Owner’s
expense, make arrangements to transfer such information including all content, artwork, graphic designs, layout, look and feel,
works of authorship, software (both in object and source code form), work flows and processes, documentation and all other information
needed to run the content on a separate and distinct website to Owner or another Person designated by Owner, with appropriate releases
or transfers of rights with respect to all of the same.


 






    	25



    	 



    




 


(p)          No
Partnership/Fiduciary Relationship. Manager is an independent contractor and the parties acknowledge and agree that the
relationship created by this Agreement between Property Owners and Manager is one of contract only, and that no partnership, joint
venture other fiduciary or quasi-fiduciary relationship is intended or in any way created hereby; provided, however,
that to the extent Manager is authorized pursuant to the terms hereof to enter into contracts with respect to any Property in a
Property Owner’s name, it shall enter into such contracts in the name of such Property Owner as Property Owner’s agent
and shall exercise the prudent expert standard of care.


 


(q)          Construction.
Every covenant, term and provision of this Agreement shall be construed simply according to its fair meaning and not strictly for
or against any party (notwithstanding any rule of law requiring an Agreement to be strictly construed against the drafting party).


 


(r)          Certain
Terminology. Whenever the words “including”, “include”, or “includes” are used in this
Agreement, they should be interpreted in a non-exclusive manner as though the words “, without limitation,” immediately
followed the same.


 


(s)          Non-Business
Days. Whenever action must be taken (including the giving of notice or the delivery of documents) under this Agreement
during a certain period of time or by a particular date that ends or occurs on a day other than a Business Day, then such period
or date shall be extended until the immediately following Business Day.


 


(t)          Successors
and Assigns. Subject to Section 14(c), this Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and permitted assigns.


 


(u)          No
Third Party Beneficiaries. Except as otherwise expressly provided herein, the provisions of this Agreement are for the
exclusive benefit of the parties hereto and their permitted successors and assigns and are not for the benefit of any other person
or entity (including, without limitation, the Manager and any tenants of any Property). Notwithstanding the foregoing, the parties
hereby acknowledge that Owner is an intended third party beneficiary of this Agreement and shall have the right to enforce this
Agreement in accordance with its terms.


 


(v)         Property
Owner’s Representatives; Consents and Approvals. Any approval or consent required from a Property Owner or Property
Owners may be given by Owner and Owner’s representatives from time to time designated by Owner to Manager in writing. Owner
may from time to time designate representatives to approve matters, receive reports, materials, or other items, or otherwise take
action on behalf of Owner, and Manager shall cooperate fully with such representatives, to the same extent as if dealing directly
with Owner.


 


(w)          Attorneys’
Fees. If any action is brought by any party to this Agreement to enforce or interpret its terms or provisions, the prevailing
party will be entitled to reasonable attorney fees and costs incurred in connection with such action prior to and at trial and
on any appeal therefrom. The prevailing party shall be determined by the court based upon an assessment of which party’s
major arguments made or positions taken in the proceedings could fairly be said to have prevailed over the other party’s
major arguments or positions on major disputed issues in the court’s decision. If the party which shall have commenced or
instituted the action, suit or proceeding shall dismiss or discontinue it without the concurrence of the other party, such other
party shall be deemed the prevailing party. 








 






    	26



    	 



    




 


(x)          Several
Obligations. Manager and Property Owners hereby acknowledge that this Agreement could have been executed as three separate
agreements, with each Property Owner executing an agreement with Manager with respect to its Property only; however, for economy
and ease of reference, the parties agreed to execute a single agreement. Therefore, Manager hereby acknowledges and agrees that
the obligations of each of the Property Owners hereunder shall be several, but not joint, with each Property Owner (i) being liable
only for amounts due to Manager on account of Services performed by Manager with respect to such Property Owner’s Property
and (ii) being obligated to indemnify Manager only for acts or omissions of such Property Owner.










 


[NO FURTHER TEXT –
SIGNATURES ON NEXT PAGE]


 




    	27



    	 



    

  


THIS AGREEMENT is executed
to be effective as of the date first above written.


 


	PROPERTY OWNERS
	 
	SGO CONSTITUTION TRAIL, LLC,
	a Delaware limited liability company,









	 	 
	By:	SGO Retail Acquisitions Venture, LLC,
	 	a Delaware limited liability company,
	 	its Sole Member
	 	 	 
	 	By:	GLB SGO, LLC,
     	 
	 	 	a Delaware limited liability company	 
	 	 	its Managing Member	 
	 	 	 	 
	 	 	By:	 	 
	 	 	Name:	 	 
	 	 	Its:	 	 
	 	 	 	 







 


	SGO AURORA COMMONS, LLC,
	a Delaware limited liability company
	 
	By:	SGO Retail Acquisitions Venture, LLC,
	 	a Delaware limited liability company,
	 	its Sole Member
	 	 	 
	 	By:	GLB SGO, LLC,
	 	 	a Delaware limited liability company
	 	 	its Managing Member
	 	 	 
	 	 	By:	 	 
	 	 	Name:	 	 
	 	 	Its:	 	 


 


	SGO OSCEOLA VILLAGE, LLC,
	
	a Delaware limited liability company










	 	 
	By:	SGO Retail Acquisitions Venture, LLC,
	 	a Delaware limited liability company,
	 	its Sole Member
	 	 	 
	 	By:	GLB SGO, LLC,  
	 	 	a Delaware limited liability company
	 	 	its Managing Member
	 	 	 	 
	 	 	By:	 	 
	 	 	Name:	 	 
	 	 	Its:	 	 










 





[Signatures Continue on Next Page]


 


Signature Page – Property Management Agreement










 




    	 



    	 



    

  


	MANAGER
	 
	GLENBOROUGH, LLC,
	a Delaware limited liability company
	 	 
	By:	 	 
	Name:	 	 
	Its:	 	 
	 	 	 



	Signature Page – Property Management Agreement






 




    	 



    	 



    

 


EXHIBIT
A-1



PROPERTY DESCRIPTION OF AURORA COMMONS PROPERTY


 


The land referred to herein below
is situated in the City of Aurora, County of Portage, State of Ohio, described as follows:


 


TRACT I:


 


Parcel "A"


 


Situated in the City of Aurora, County of Portage, State
of Ohio and known as being part of Original Aurora Township, Lot No. 18 and is further bounded and described as follows:


Beginning
at a 7/8" iron pin found at the intersection of the center line of West Garfield Road (State Route 82) (60 feet wide) with
the center line of Bissell Road (50 feet wide). Thence South 89° 41’ 30" East, along said center line of West Garfield
Road, a distance of 808.88 feet to a P.K. nail found at the Northeasterly corner of Parcel No. 4 of land conveyed to Aurora Commons
Phase Two, LLC by deed recorded in Document No. 200205196 of Portage County Records and the principal place of beginning of the
land herein described;


Course 1 Thence South 89°-41’-30" East, continuing along said center line of West Garfield
Road, a distance of 483.87 feet;


Course 2 Thence South 00°-18’-30" West, passing through a 5/8" iron pin (Neff-7065)
set at 30.00 feet, the Southerly right of way line of said West Garfield Road, a distance of 214.71 feet to a 5/8" iron pin
(Neff-7065) set;


Course 3 Thence South 53°-36’-19" East,
a distance of 85.93 feet to a 5/8" iron pin (Neff-7065) set; 


Course 4 Thence South 08°-09’-00" East,
a distance of 157.55 feet to a 5/8" iron pin (Neff-7065) set in the Northwesterly line of Parcel No. 2 of land so conveyed
to the aforesaid Aurora Commons Phase Two, LLC;


Course 5 Thence South 67°-18’-30" West,
along said Northwesterly line of Parcel No. 2, a distance of 28.74 feet to a magnetic nail found at a Northwesterly corner thereof; 


Course 6 Thence South 08°-09’-00" East,
along a Westerly line of said Parcel No. 2 and along a Westerly line of a parcel of land conveyed to the City of Aurora by deed
recorded in Document No. 201108720 of Portage County Records, a distance of 1109.28 feet to a Southwesterly corner thereof. Said
corner marked by a 1/2" iron pin found South 66°-58’-29" West, a distance of 0.52 feet; 


Course 7 Thence North 82°-15’-00" East,
along a Southerly line of land so conveyed to the City of Aurora, a distance of 73.14 feet to a 1/2" iron pin found at an
interior corner thereof;


Course 8 Thence South 07°-59’-20" East,
along a Westerly line of land so conveyed to the City of Aurora, a distance of 249.75 feet to a P.K. nail found at a Southwesterly
corner thereof and the center line of West Pioneer Trail (60 feet wide); 


Course 9 Thence South 82°-00’-42" West,
along said center line of West Pioneer Trail, a distance of 60.00 feet to a P.K. nail found at a Southeasterly corner of a parcel
of land conveyed to the City of Aurora by deed recorded in Document No. 200121047 of Portage County Records;


Course 10 Thence North 07°-59’-20" West,
along an Easterly line of land so conveyed to the City of Aurora, as last aforesaid, a distance of 30.00 feet to a P.K. nail found
at an angle point therein and the Northerly right of way line of said West Pioneer Trail; 


Course 11 Thence North 26°-24’-10" West,
continuing along said Easterly line of land so conveyed to the City of Aurora, as last aforesaid, a distance of 232.11 feet to
a 1/2" iron pin found at an angle point therein;


Course 12 Thence North 08°-09’-00" West,
continuing along said Easterly line of land so conveyed to the City of Aurora, as last aforesaid and along the Easterly line of
a parcel of land conveyed to the United States Postal Service by deed recorded in Volume 1087, Page 664 of Portage County Records,
a distance of 625.06 feet to a 1/2" iron pin found at the Northeasterly corner thereof; 


Course 13 Thence North 61°-16’-00" West,
along the Northeasterly line of land so conveyed to the United States Postal Service, a distance of 218.47 feet to a magnetic nail
found at the Northwesterly corner thereof;


 




    	 



    	 



    

  


Course 14 Thence South 28°-44’-00" West,
along the Northwesterly line of land so conveyed to the United States Postal Service, a distance of 240.00 feet to a magnetic
nail found at the Southwesterly corner thereof;


Course 15 Thence South 61°-16’-00" East,
along the Southwesterly line of land so conveyed to the United States Postal Service, a distance of 54.74 feet to a 5/8"
iron pin (Neff-7065) set at an angle point in the Northeasterly line of Parcel No. 2 of land conveyed to TNP SRT Aurora Commons,
LLC by deed recorded in Document No. 201205050 of Portage County Records;


Course 16 Thence South 56°-26’-46" West,
along said Northeasterly line of Parcel No. 2, a distance of 66.63 feet to a 5/8" iron pin (Neff-7065) set at an angle point
therein;


Course 17 Thence North 61°-09’-00" West, continuing along said Northeasterly line of Parcel No. 2, a distance
of 180.00 feet to a magnetic nail set at an angle point therein;


Course 18 Thence North 73°-09’-00" West,
continuing along said Northeasterly line of Parcel No. 2, a distance of 270.98 feet to a 5/8" iron pin (Neff-7065) set at
the Northwesterly corner thereof and the Easterly line of a parcel of land conveyed to Aurora Manor Limited Partnership by deed
recorded in Document No. 201114790 of Portage County Records;


Course 19 Thence North 02°-55’-20" West, along said
Easterly line of land so conveyed to Aurora Manor Limited Partnership and along the aforesaid Easterly line of Parcel No. 4 of
land so conveyed to Aurora Commons Phase Two, LLC, a distance of 322.68 feet to a 5/8" iron pin (Dudley-6747) found at an
angle point therein;


Course 20 Thence North 17°-34’-18" East,
along said Easterly line of Parcel No. 4, a distance of 633.33 feet to the principal place of beginning and containing 16.2705
Acres (708,744 Square Feet) of land according to a survey made by Thomas J. Neff, Jr. Registered Surveyor No. 7065- Ohio in April
2012.


The subject premises being part of Parcel No. 1 of land conveyed to TNP SRT Aurora Commons, LLC by deed recorded in Document
No. 201205050 of Portage County Records. The basis of bearings for the premises surveyed is South 89°-41’-30" East,
as the center line of West Garfield Road (State Route 82) as evidenced by the deed recorded in Document No. 201205050 of Portage
County Records.


 


Parcel "B"


Situated in the City of Aurora, County of Portage,
State of Ohio and known as being part of Original Aurora Township, Lot No. 18 and is further bounded and described as follows:


Beginning at a 7/8" iron pin found at the intersection of the center line of West Garfield Road (State Route 82) (60 feet
wide) with the center line of Bissell Road (50 feet wide). Thence South 89°-41’-30" East, along said center line
of West Garfield Road, a distance of 808.88 feet to a P.K. nail found at the Northeasterly corner of Parcel No. 4 of land conveyed
to Aurora Commons Phase Two, LLC by deed recorded in Document No. 200205196 of Portage County Records, the same being the Northwesterly
corner of Parcel No. 1 of land conveyed to TNP SRT Aurora Commons, LLC by deed recorded in Document No. 201205050 of Portage County
Records. Thence South 89°- 41’-30" East, continuing along said centerline of West Garfield Road, a distance of
483.87 feet to the principal place of beginning of the land herein described;


Course 1 Thence South 89°-41’-30"
East, continuing along said center line of West Garfield Road, a distance of 537.05 feet to a magnetic nail found at the Northwesterly
corner of a parcel of land conveyed to Kallstrom Taylor Partnership, LLC by deed recorded in Document No. 2000025053 of Portage
County Records;


Course 2 Thence South 00°-18’-30" West,
along the Westerly line of land so conveyed to Kallstrom Taylor Partnership, LLC, a distance of 270.00 feet to a 1/2" iron
pin found at the Northeasterly corner of Parcel No. 2 of land conveyed to Aurora Commons Phase Two, LLC by deed recorded in Document
No. 200205196 of Portage County Records;


Course 3 Thence North 89°-41’-30" West, along the Northerly line of said
Parcel No. 2, a distance of 265.00 feet to a magnetic nail found at a Northwesterly corner thereof;


Course 4 Thence South 00°-18’-30"
West, along a Westerly line of said Parcel No. 2, a distance of 75.00 feet to a 1/2" iron pin found at an interior corner
thereof;


Course 5 Thence South 67°-18’-30" West, along the Northwesterly line of said Parcel No. 2, a distance of
194.93 feet to a magnetic nail set;


Course 6 Thence North 08°-09’-00" West, a distance of 157.55 feet to a 5/8"
iron pin (Neff-7065) set;


Course 7 Thence North 53°-36’-19" West, a distance of 85.93 feet to a 5/8" iron pin
(Neff-7065) set;


Course
8 Thence North 00°-18’-30" East, passing through a 5/8" iron pin (Neff-7065) set at 184.71 feet, the
Southerly right of way line of aforesaid West Garfield Road, a distance of 214.71 feet to the principal place of
beginning and containing 3.7858 acres (164,909 Square Feet) of land according to a survey made by Thomas J. Neff, Jr.
Registered Surveyor No. 7065-Ohio in April of 2012.


The subject premises being part of Parcel No. 1 of land conveyed to TNP SRT Aurora Commons, LLC
by deed recorded in Document No. 201205050 of Portage County Records.


The basis of bearings for the premises surveyed is South
89°-41’-30" East, as the center line of West Garfield Road (State Route 82) as evidenced by the deed recorded in
Document No.201205050 of Portage County Records.


 




    	 



    	 



    

  


Parcel "C"


 


Situated in the City of Aurora, County of Portage, State
of Ohio and known as being part of Original Aurora Township, Lot No. 18 and is further bounded and described as follows:


Beginning
at a 7/8" iron pin found at the intersection of the center line of West Garfield Road (State Route 82) (60 feet wide) with
the center line of Bissell Road (50 feet wide). Thence South 89°-41’-30" East, along said center line of West Garfield
Road, a distance of 808.88 feet to a P.K. nail found at the Northwesterly corner of Parcel No. 1 of land conveyed to TNP SRT Aurora
Commons, LLC by deed recorded in Document No. 201205050 of Portage County Records. Thence South 17°-34’-18" West,
along the Westerly line of said Parcel No. 1, a distance of 633.33 feet to an angle point therein. Thence South 02°-55’-20"
East, continuing along said Westerly line of Parcel No. 1 and along the Easterly line of a parcel of land conveyed to Aurora Manor
Limited Partnership by deed recorded in Document No. 201114790 of Portage County Records, a distance of 322.68 feet to a 5/8"
iron pin (Neff-7065) set at the Southwesterly corner of said Parcel No. 4 and the principal place of beginning of the land herein
described;


Course 1 Thence South 73°-09’-00" East, along the Southwesterly line of said Parcel No. 1, a distance
of 270.98 feet to a magnetic nail set at an angle point therein;


Course 2 Thence South 61°-09’-00" East, continuing
along said Southwesterly line of Parcel No. 1, a distance of 180.00 feet to a 5/8" iron pin (Neff-7065) set at an angle point
therein;


Course 3 Thence North 56°-26’-46" East, continuing along said Southwesterly line of Parcel No. 1, a distance
of 66.63 feet to a 5/8" iron pin (Neff-7065) set at a Southeasterly corner thereof and the Southwesterly line of a parcel
of land conveyed to the United States Postal Service by deed recorded in Volume 1087, Page 664 of Portage County Records;


Course
4 Thence South 61°-16’-00" East, along said Southwesterly line of land so conveyed to the United States Postal Service,
a distance of 290.81 feet to a 5/8" iron pin (Neff-7065) set at an angle point in the Northerly line of a parcel of land conveyed
to the City of Aurora by deed recorded in Document No. 200121047 of Portage County Records;


Course 5 Thence South 82°-54’-59"
West, along said Northerly line of land so conveyed to the City of Aurora and along the Northerly line of a parcel of land conveyed
to the City of Aurora by deed recorded in Document No. 200121046 of Portage County Records, a distance of 714.79 feet to a 1/2"
iron pin found at the Southeasterly corner of land so conveyed to the aforesaid Aurora Manor Limited Partnership;


Course 6 Thence
North 02°-55’-20" West, along the Easterly line of land so conveyed to Aurora Manor Limited Partnership, a distance
of 356.99 feet to the principal place of beginning and containing 3.1379 Acres (136,687 Square Feet) of land according to a survey
made by Thomas J. Neff, Jr. Registered Surveyor No. 7065-Ohio in April of 2012.


 


The subject premises being part of Parcel No. 2 of land
conveyed to TNP SRT Aurora Commons, LLC by deed recorded in Document No. 201205050 of Portage County Records.


 


The basis of bearings for the premises surveyed is South
89°-41’-30" East, as the center line of West Garfield Road (State Route 82) as evidenced by the deed recorded in
Document No. 201205050 of Portage County Records.


 




    	 



    	 



    

  


TRACT II:


 


Together with a non-exclusive Reciprocal Easement recorded
November 22, 1989 as Volume 1087, Page 166 of Portage County Records.


 


TRACT III:


 


Together with a non-exclusive Reciprocal Easement recorded
March 23, 2012 as Document No. 201205052 and First Amendment recorded April 6, 2012 as Document No. 201205965, of Portage County
Records.


 


APN: 
03-018-00-00-032-012 and 03-018-00-00-033-000 and 03-018-00-00-033-001 


 




    	 



    	 



    

  


EXHIBIT
A-2


 


PROPERTY
DESCRIPTION OF CONSTITUTION TRAIL PROPERTY


 


The land referred to herein below is situated in the County
of McLean, State of Illinois, and is described as follows


 


TRACT NO. 1:


 


LOTS 1, 2, 3, 6 AND 8 AND OUTLOTS 5, 7, 12 AND 500, 502, AND
503 IN THE CONSTITUTION TRAIL CENTRE SUBDIVISION, ACCORDING TO THE PLAT THEREOF RECORDED AUGUST 7, 2007 AS DOCUMENT NUMBER 2007-21949,
IN MCLEAN COUNTY, ILLINOIS;


 


EXCEPTING:


 


THE SECOND ADDITION TO CONSTITUTION TRAIL CENTRE A PLANNED UNIT
DEVELOPMENT IN THE TOWN OF NORMAL, ACCORDING TO THE PLAT THEREOF RECORDED JUNE 5, 2008 AS DOCUMENT NUMBER 2008-15763, IN MCLEAN
COUNTY, ILLINOIS;


 


EXCEPTING:


 


THE THIRD ADDITION TO CONSTITUTION TRAIL CENTRE A PLANNED UNIT
DEVELOPMENT IN THE TOWN OF NORMAL, ACCORDING TO THE PLAT THEREOF RECORDED JUNE 5, 2008 AS DOCUMENT NUMBER 2008-15764, IN MCLEAN
COUNTY, ILLINOIS.


 


EXCEPTING:


 


THE FIRST ADDITION TO CONSTITUTION TRAIL CENTRE A PLANNED UNIT
DEVELOPMENT IN THE TOWN OF NORMAL, ACCORDING TO THE PLAT THEREOF RECORDED FEBRUARY 20, 2009 AS DOCUMENT NUMBER 2009-4743, IN MCLEAN
COUNTY, ILLINOIS.


 


EXCEPTING:


 


THE FOURTH ADDITION TO CONSTITUTION TRAIL CENTRE A PLANNED UNIT
DEVELOPMENT IN THE TOWN OF NORMAL, ACCORDING TO THE PLAT THEREOF RECORDED JULY 1, 2009 AS DOCUMENT NUMBER 2009-20923, IN MCLEAN
COUNTY, ILLINOIS.


 


TRACT 1A:


 


EASEMENTS CONTAINED IN THAT CERTAIN RECORD DECLARATION OF EASEMENT AND OPERATIONS AGREEMENT DATED AUGUST 31, 2007 AND RECORDED
SEPTEMBER 11, 2007 AS DOCUMENT NUMBER 2007-00025124, IN MCLEAN COUNTY, ILLINOIS.


 


TRACT NO. 2:


 


INTENTIONALLY DELETED.


 


TRACT NO. 3:


 


OUTLOT 509 IN THE THIRD ADDITION TO CONSTITUTION TRAIL CENTRE A PLANNED UNIT DEVELOPMENT IN THE TOWN OF NORMAL, ACCORDING TO THE
PLAT THEREOF RECORDED JUNE 5, 2008 AS DOCUMENT NUMBER 2008-15764, IN MCLEAN COUNTY, ILLINOIS.


 




    	 



    	 



    

  


TRACT NO. 4:


 


LOT 20 AND OUTLOTS 506 AND 507 IN THE FIRST ADDITION TO CONSTITUTION TRAIL CENTRE A PLANNED UNIT DEVELOPMENT IN THE TOWN OF NORMAL,
ACCORDING TO THE PLAT THEREOF RECORDED FEBRUARY 20, 2009 AS DOCUMENT NUMBER 2009-4743, IN MCLEAN COUNTY, ILLINOIS.


 


TRACT NO. 5:


 


LOT 9 AND OUTLOT 510 IN THE FOURTH ADDITION TO CONSTITUTION TRAIL CENTRE A PLANNED UNIT DEVELOPMENT IN THE TOWN OF NORMAL, ACCORDING
TO THE PLAT THEREOF RECORDED JULY 1, 2009 AS DOCUMENT NUMBER 2009-20923, IN MCLEAN COUNTY, ILLINOIS.


 


APN's: 


14-16-454-001

14-16-454-002

14-16-454-004

14-16-380-001

14-16-379-004

14-16-380-002

14-16-379-005

14-16-379-001

14-16-454-003

14-16-326-003

14-16-326-002

14-16-405-002

14-16-404-004

14-16-404-003

14-16-404-005

14-16-404-006

14-16-379-008

14-16-379-009


 











    	 



    	 



    

  


EXHIBIT
A-3


 


PROPERTY DESCRIPTION OF OSCEOLA vILLAGE PROPERTY


 


The land referred to herein below is situated
in the County of Osceola, State of Florida, and is described as follows:


 


PARCEL 1:


 


LOTS 1, 3, 4, 5, 6, 7, AND 8, INCLUSIVE, OSCEOLA VILLAGE, ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK 21, PAGES 17
AND 18, INCLUSIVE, OF THE PUBLIC RECORDS OF OSCEOLA COUNTY, FLORIDA.



 


PARCEL 2:


 


EASEMENT RIGHTS, AS CONTAINED IN THAT CERTAIN ACCESS AND EASEMENT AGREEMENT, RECORDED IN OFFICIAL RECORDS BOOK 3300, PAGE 2533,
OF THE PUBLIC RECORDS OF OSCEOLA COUNTY, FLORIDA.



 


PARCEL 3:


 


EASEMENTS CONTAINED IN THAT CERTAIN DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR OSCEOLA VILLAGE, RECORDED IN OFFICIAL
RECORDS BOOK 4317, PAGE 250, OF THE PUBLIC RECORDS OF OSCEOLA COUNTY, FLORIDA.


 


APN: 
R052529-188200010010 and R052529-188200010030 and R052529-188200010040 and
R052529-188200010050 and R052529-188200010060 and R052529-188200010070 and R052529-188200010080 


 




    	 



    	 



    

  





EXHIBIT
B



 


Manager’S COMPENSAtion


 


		1.	Management Fee. The “Management Fee” due with respect to each Property
shall be equal to three percent (3.00%) of the Gross Revenues collected from the operation of such Property. “Gross Revenues”
shall mean all revenues actually collected and deposited in the Locked Account each month, including rent, operating costs reimbursements,
charges for services, and any other income, but excluding the following items: (a) security deposits, unless and until applied
toward rent or other lease payments due to the applicable Property Owner; (b) loan proceeds or insurance proceeds (unless such
insurance proceeds represent lost rents); (c) condemnation awards; (d) tax rebates; (e) any portion of revenue determined to be
a bad debt; (f) revenue received for tenant improvements, whether paid in one payment or over a future period; (g) proceeds from
the sale of assets received or accrued, unless such assets were in lieu of rent; (h) interest income received; (i) intentionally
omitted; (j) capital contributions from members of the applicable Property Owner or member loans advanced by members of such Property
Owner; (k) proceeds from the sale, financing or refinancing of any Property (or any portion thereof, including, any real or personal
property) or of capital assets, furniture, fixtures or equipment made in the ordinary course of replacement of such items; and
(l) any other item customarily excluded under similar management agreements in the locale of the applicable Property. The Management
Fee for any partial month during the term of this Agreement shall be paid pro-rata based upon a 365-day year.



 


		2.	Construction Management Fee. In exchange for construction supervisory services to be provided
by Manager pursuant to the terms of this Agreement, Owner shall pay to Manager the following fees for any construction projects
(on a project-by-project basis), the Cumulative Cost of which exceeds $25,000: (i) five percent (5.00%) of the first $300,000 of
the Cumulative Costs; (ii) four percent (4.00%) of the Cumulative Costs which exceeds $300,000 but is less than or equal to $500,000;
and (iii) three percent (3.00%) of all Cumulative Costs in excess of $500,000 (the “Construction Management Fee”).
“Cumulative Costs” shall mean the total actual cost (excluding “soft costs”) of a project, which
represents the aggregate cost of all contracts, vendors and service providers hired in connection with such project. Application
for payments shall be submitted monthly by Manager and the applicable Property Owner shall make payments owing hereunder within
thirty (30) days after such Property Owner’s receipt of the application with satisfactory supporting documentation.



 




    	 



    	 



    

  


		3.	Leasing Commissions. In exchange for leasing services to be provided by Manager pursuant
to the terms of this Agreement, the applicable Property Owner shall pay to Manager: (i) six percent (6%) of base rent for the first
one hundred twenty (120) months of the initial term for new Leases procured for such Property Owner’s Property by Manager
and expansions of existing leases at such Property, and (ii) three percent (3%) of base rent for the first one hundred twenty (120)
months of the renewal term for extensions and renewals of existing leases at such Property (the “Leasing Commission”).
If, however, the foregoing leasing commission structure is not the structure that is commonly utilized in a particular market area
where the applicable Property is located, then the applicable Property Owner and Manager may utilize an alternative leasing commission
structure that is commonly utilized in the market area, such as the payment of a certain dollar amount per square foot for a certain
period of the lease term; provided, that the same is agreed to in writing in advance by both Manager and the applicable Property
Owner (which agreement shall require the approval of GAP); provided, further, that if Manager and the applicable Property Owner
are unable to so agree, then the foregoing schedule shall be used to determine the Leasing Commission due to Manager. Notwithstanding
the foregoing, or anything to the contrary herein, (a) Manager shall be responsible for paying the fee of any cooperating broker
from the commission due to Manager pursuant to the foregoing (i.e. the leasing commission earned by Manager will be reduced by
any amounts owed to any cooperating broker) and (b) in no event will Manager be entitled to any Leasing Commission for any new
leases, lease expansions or lease renewals entered into by a Property Owner following the expiration of the Term, whether or not
Manager would customarily be deemed to be the procuring cause of such new lease, lease expansion or lease renewal, unless within
thirty (30) days after the expiration of the Term or the termination of the Agreement, Manager delivers to Property Owner a written
list of those tenants or potentials tenants with whom Manager engaged in substantive leasing negotiations or from whom Manager
received a written lease proposal, prior to such expiration or termination. If any such identified tenant or potential tenant enters
into a new lease, lease expansion or lease renewal within seventy-five (75) days after the date of expiration or termination of
the Term, so long as the Agreement was not terminated by Property Owners pursuant to Section 3(c)(i) of the Agreement, Manager
shall be entitled to a leasing commission with respect thereto equal in amount to the commission Manager would have received had
such new lease, expansion or renewal been entered into prior to such expiration or termination.



 


		4.	No additional or other fees shall be paid by Property Owners
to Manager hereunder.



 




    	 



    	 



    

 


EXHIBIT C


 


REPORTING REQUIREMENTS


 


On or before the stated
day of each calendar quarter during the Term, Manager shall, deliver to Property Owners one (1) copy of the following statements
pertaining to the Properties for the immediately preceding calendar quarter, prepared on cash basis (modified as appropriate) and
broken out by Property and aggregated:


 


		i.	Within twenty-one (21) days after the end of each calendar quarter, a comparison of the prior quarter’s
activities with the Budget and Operating Plan and the previously submitted schedule for such quarter (and including cumulative
year to date information with respect to each of these items), and an explanation of the discrepancies;



 


		ii.	Within fifteen (15) days after the end of each calendar quarter, (a) any material legal issues
of which Manager is aware, such as material claims filed or threatened against any Property Owner or the existence of material
claims by any Property Owner against other parties, (b) incident reports, and (c) a pertinent market report on sales and leasing
activity in the vicinity of each Property, and a status report of the Company’s activities during such calendar quarter,
including descriptions of additions to, dispositions of and leasing and occupancy of Properties;



 


		iii.	Proposed construction and architect’s contracts, if applicable;



 


		iv.	Proposed design update and progress under plans and specifications, and updates on progress thereunder,
if applicable; and



 


		v.	Financial statements required under the LLC Agreement.



 


On or before the thirtieth
(30th) day of each calendar month during the Term, Manager shall, deliver to Property Owners one (1) copy of the following statements
pertaining to the Properties for the immediately preceding calendar month, prepared on a cash basis (modified as appropriate) and
broken out by Property and aggregated:


 


		i.	Bank account(s) statement(s) and reconciliation(s); and



 


		ii.	Detailed rent rolls, including vacant space, aged delinquency schedules and a security deposit
report;



 


Reports shall be delivered
to Property Owners at the notice addresses given above. Such monthly statements shall be in form reasonably satisfactory to Property
Owners. Property Owners may reasonably amend their accounting and reporting requirements at any time during the Term.


 




    	 



    	 



    

  


EXHIBIT D


 




APPROVAL GUIDELINES


 


Notwithstanding anything in this Agreement
to the contrary, but without limitation on other restrictions on Manager contained in the Agreement, the following actions by Manager
shall require the prior written approval of Owner:


 





(a)         Execution of any service contract or equipment lease
for the management, operation, maintenance, repair or upkeep of the Properties that varies from the approved Budget.










 


(b)        any
improvement, rehabilitation, alteration, repair, or completion of construction of any Property (other than in the case of an emergency,
where such action is required prior to obtaining consent, and the aggregate cost of such action is less than $25,000) that vary
materially from the ranges and guidelines in the Budget or Operating Plan (for purposes of this Exhibit D, such a material variance
shall be (I) an amount that is not within the ranges established in the Operating Plan or is in excess of the amount set forth
in the Budget for such expenditure or line item by more than $10,000 (in addition to individual expenditures and obligations, such
test shall be applied to aggregate expenditures and obligations made on a monthly basis as well); provided, however, that any tenant
improvement contemplated by any approved lease or lease not requiring approval hereunder shall not be deemed a violation of this
Exhibit D or (II) terms that materially conflict with the other guidelines in the Operating Plan regarding such transactions).


 


(c)         Any
disposition.


 


(d)         Any
expenditure which would result in an approved Budget category being exceeded by more than $10,000.


 


(d)         The
making of any recurring operating expenditure or incurring of any recurring operating obligation by or on behalf of Owner that
varies materially from the Budget or entering into (or amending or modifying) of any agreement which was not specifically included
or provided in the Budget or under the Operating Plan, or otherwise approved by the Majority Members (for purposes of this Exhibit
D, such a material variance shall be (A) expenditures or obligations involving an amount that is in excess of the amount set forth
on a monthly basis or on an annual basis in the Budget for such expenditure on a line item basis by more than $10,000 for such
period, (B) expenditures or obligations involving the incurrence of an expenditure or obligation for any transaction or any series
of related transactions when taken with all prior expenditures or obligations during the particular quarter or fiscal year related
thereto exceeds the maximum expenditure amount provided in the Budget or the Operating Plan for such particular transaction or
series of transactions for such period by $10,000, or (C) in the case of any material service, maintenance or similar agreement
proposed to be entered into, such agreement is not terminable (without penalty) by Owner on thirty (30) calendar days or less written
notice to the other party; provided, however, that expenditures made or obligations incurred or agreements entered into pursuant
to, or which are specifically included in or provided under, the Budget or Operating Plan or otherwise previously approved by Owner
shall not be Major Decisions to the extent they do not vary (other than immaterial variances) from the Budget and Operating Plan);
provided, further, that expenditures made in connection with snow removal costs at the Properties under approved agreements shall
not require prior written approval of Owner.


 




    	 



    	 



    

  


SCHEDULE E


 


Legal Fees 


 


	Manager:	 	 	Field Office:	 
	Tenant Name:	 	 	CTI Tenant I.D.:	 
	Project Name:	 	 	Project I.D.:	 


 


Account No.:      1703
DFLEGAL


 


	(a)         TYPE	 	(i)       FEE
	 	 	 
	Assignment, Sublease or Short Form Lease	1,000.00	 
	 	 	 
	Amendments/Terminations (enter expansions under New
    Leases/Expansions)	 	 
	Up to 2,000 sq.ft                                              1,700.00	 	 
	 	 	 
	2,001 to 5,000 sq.ft                  
    	3,500.00	 
	 	 	 
	5,001 to 10,000 sq.ft                                        5,000.00
    	 	 
	 	 	 
	10,001 and up 	7,200.00	 


 


	New Leases / Expansions (select category based on final size)	 	 
	Storage Agreement 	1,000.00	 
	Lease/Expansion                   Up to 2,000 sq.ft.       3,000.00	 	 
	Lease/Expansion                   2,001 to 5,000 sq.ft.     5,500.00	 	 
	Lease/Expansion                   5,001 to 10,000 sq.ft.    7,200.00	 	 
	Lease/Expansion                   10,001 and up        15,000.00	 	 


 


	
        Extraordinary

        Negotiation
	No. of extraordinary conference calls/drafts:	 	
        300.00/call

        550.00/draft
	 





 


	Regional Leasing Director:	 	Date:	 
	Counsel Approval (required)	 	Date:	 


 


Property
Accountant—Please see Koti for cash receipt coding.