PURCHASE AND SALE AGREEMENT


 


BETWEEN


 


NORTHCROSS PROPERTY, LLC,

AS SELLER


 


AND


 


THE PHILLIPS EDISON GROUP LLC,

AS PURCHASER


 


DATED MAY 6, 2013


 




    	Purchase and Sale Agreement – Northcross Shopping Center	 	 



    	 



    

 


TABLE OF CONTENTS


 


	 	 	Page No.
	 	 	 
	Article 1
	BASIC INFORMATION
	 
	1.1	Certain Basic Terms	1
	1.2	Closing Costs	2
	1.3	Notice Addresses:	3
	 	 	 
	Article 2
	PROPERTY
	 
	2.1	Property	4
	 	 	 
	Article 3
	EARNEST MONEY
	 
	3.1	Deposit and Investment of Earnest Money	5
	3.2	Independent Consideration	5
	3.3	Form; Failure to Deposit	5
	3.4	Disposition of Earnest Money	5
	 	 	 
	Article 4
	DUE DILIGENCE
	 
	4.1	Due Diligence Materials To Be Delivered	5
	4.2	Due Diligence Materials To Be Made Available	7
	4.3	Physical Due Diligence	8
	4.4	Due Diligence/Termination Right	8
	4.5	Return of Documents and Reports	8
	4.6	Service Contracts	9
	4.7	Proprietary Information; Confidentiality	9
	4.8	No Representation or Warranty by Seller	9
	4.9	Purchaser’s Responsibilities	9
	4.10	Purchaser’s Agreement to Indemnify	10
	4.11	Environmental Studies	10
	 	 	 
	Article 5
	TITLE AND SURVEY
	 
	5.1	Title Commitment	10
	5.2	Updated Survey	10
	5.3	Title Review	10
	5.4	Delivery of Title Policy at Closing	11
	 	 	 
	Article 6
	OPERATIONS AND RISK OF LOSS
	 
	6.1	Ongoing Operations	11
	6.2	Damage	12
	6.3	Condemnation	13


 




    	Purchase and Sale Agreement – Northcross Shopping Center	i	 



    	 



    

 


	6.4	Settlement of Pending Litigation	13
	 	 	 
	Article 7
	CLOSING
	 
	7.1	Closing	13
	7.2	Conditions to Parties’ Obligation to Close	13
	7.3	Seller’s Deliveries in Escrow	14
	7.4	Purchaser’s Deliveries in Escrow	15
	7.5	Closing Statements	16
	7.6	Purchase Price	16
	7.7	Possession	16
	7.8	Delivery of Books and Records	16
	7.9	Notice to Tenants	16
	 	 	 
	Article 8
	PRORATIONS, DEPOSITS, COMMISSIONS
	 
	8.1	Prorations	16
	8.2	Leasing Costs	18
	8.3	Closing Costs	18
	8.4	Final Adjustment After Closing	19
	8.5	Tenant Deposits	19
	8.6	Commissions	19
	 	 	 
	Article 9
	REPRESENTATIONS AND WARRANTIES
	 
	9.1	Seller’s Representations and Warranties	19
	9.2	Purchaser’s Representations and Warranties	20
	9.3	Survival of Representations and Warranties	21
	 	 	 
	Article 10
	DEFAULT AND REMEDIES
	 
	10.1	Seller’s Remedies	21
	10.2	Purchaser’s Remedies	22
	10.3	Attorneys’ Fees	22
	10.4	Other Expenses	23
	 	 	 
	Article 11
	DISCLAIMERS, RELEASE AND INDEMNITY
	 
	11.1	Disclaimers By Seller	23
	11.2	Sale “As Is, Where Is”	23
	11.3	Seller Released from Liability	24
	11.4	“Hazardous Materials” Defined	25
	11.5	Indemnity	25
	11.6	Survival	25
	 	 	 
	Article 12
	MISCELLANEOUS
	 
	12.1	Parties Bound; Assignment	25


 




    	Purchase and Sale Agreement – Northcross Shopping Center	ii	 



    	 



    

 


	12.2	Headings	25
	12.3	Invalidity and Waiver	25
	12.4	Governing Law	25
	12.5	Survival	25
	12.6	Entirety and Amendments	26
	12.7	Time	26
	12.8	Confidentiality	26
	12.9	No Electronic Transactions	26
	12.10	Notices	26
	12.11	Construction	26
	12.12	Calculation of Time Periods; Business Day	26
	12.13	Execution in Counterparts	27
	12.14	No Recordation	27
	12.15	Further Assurances	27
	12.16	Discharge of Obligations	27
	12.17	No Third Party Beneficiary	27
	12.18	Reporting Person	27
	12.19	Mandatory Arbitration	27
	12.20	Books and Records	28
	12.21	Seller Debts	28
	12.22	Material Adverse Change	28


 




    	Purchase and Sale Agreement – Northcross Shopping Center	iii	 



    	 



    

 


LIST OF DEFINED TERMS


 


	 	Page No.
	ADA	14
	Additional Earnest Money	1
	Additional Property Information	7
	Agreement	1
	Assignment	14
	Broker	2
	Business Day	27
	Casualty Notice	12
	CERCLA	24
	Closing	13
	Closing Date	2
	Deed	14
	Due Diligence Approval Notice	8
	Due Diligence Termination Notice	8
	Earnest Money	1
	Effective Date	2
	Escrow Agent	2
	Execution Date	2
	Financial Information	28
	Hazardous Materials	25
	Improvements	4
	Independent Consideration	5
	Initial Earnest Money	1
	Inspection Period	2
	Intangible Personal Property	5
	Land	4
	Lease Files	6
	Leases	4
	Leasing Costs	18
	Material Damage	13
	Materially Damaged	13
	Nail Salon TI Allowance	19
	OFAC	20
	Operating Expenses	18
	Operating Statements	6
	Pending Litigation	5
	Pending Litigation Settlement	14
	Permitted Exceptions	11
	Permitted Outside Parties	9
	Property	4
	Property Documents	8
	Property Information	6
	Property Information Delivery Date	2
	Purchase Price	1
	Purchaser	1


 




    	Purchase and Sale Agreement – Northcross Shopping Center	iv	 



    	 



    

 


	Real Property	4
	Rent Roll	6
	Report	9
	Reports	9
	SEC	27
	Seller	1
	Seller Debts	28
	Seller’s Representatives	21
	Service Contracts	5
	Survey	11
	Survival Period	21
	Tangible Personal Property	4
	Taxes	17
	Tenant Receivables	17
	Title and Survey Review Period	2
	Title Commitment	10
	Title Commitment Delivery Date	2
	Title Company	1
	Title Policy	11
	to Seller’s knowledge	21
	to the best of Seller’s knowledge	21
	Unbilled Tenant Receivables	17
	Uncollected Delinquent Tenant Receivables	17
	Yoga TI Allowance	18
	 	 


 




    	Purchase and Sale Agreement – Northcross Shopping Center	v	 



    	 



    

 


PURCHASE AND SALE AGREEMENT

Northcross Shopping Center in Austin, Texas


 


This Purchase and Sale
Agreement (this “Agreement”) is made and entered into by and between Purchaser and Seller.


 


RECITALS


 


A.           Defined
terms are indicated by initial capital letters. Defined terms shall have the meaning set forth herein, whether or not such terms
are used before or after the definitions are set forth.


 


B.           Purchaser
desires to purchase the Property and Seller desires to sell the Property, all upon the terms and conditions set forth in this Agreement.


 


NOW, THEREFORE, in
consideration of the mutual terms, provisions, covenants and agreements set forth herein, as well as the sums to be paid by Purchaser
to Seller, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, Purchaser and
Seller agree as follows:


 


Article
1

BASIC INFORMATION


 


1.1           Certain
Basic Terms. The following defined terms shall have the meanings set forth below:


 


	 	1.1.1	 	Seller:	 	NORTHCROSS PROPERTY, LLC, a Delaware limited liability company
	 	 	 	 	 	 
	 	1.1.2	 	Purchaser:	 	THE PHILLIPS EDISON GROUP LLC, an Ohio limited liability company
	 	 	 	 	 	 
	 	1.1.3	 	Purchase Price:	 	$61,500,000.00.
	 	 	 	 	 	 
	 	1.1.4	 	Earnest Money:	 	$300,000.00 (the “Initial Earnest Money”), including interest thereon, to be deposited in accordance with Section 3.1 below, to be increased by $700,000.00 (the “Additional Earnest Money”) to $1,000,000.00, plus interest thereon, pursuant to Section 3.1.
	 	 	 	 	 	 
	 	1.1.5	 	Title Company:	 	Alamo Title Company

    5599 San Felipe, Suite 1400

    Houston, Texas 77056

    Attn.: Paul W. “Lucky” Long

    Facsimile number: 713.966.4061

    E-mail: llong@alamotitle.com


 




    	Purchase and Sale Agreement – Northcross Shopping Center	1	 



    	 



    

 


	 	1.1.6	 	Escrow Agent:	 	Alamo Title Company

5599 San Felipe, Suite 1400

Houston, Texas 77056

Attn.: Paul W. “Lucky” Long

Facsimile number: 713.966.4061

E-mail: llong@alamotitle.com
	 	 	 	 	 	 
	 	1.1.7	 	Broker:	 	CBRE, Inc.
	 	 	 	 	 	 
	 	1.1.8	 	Effective Date:	 	May 6, 2013.
	 	 	 	 	 	 
	 	1.1.9	 	Property Information Delivery Date:	 	The date which is one Business Day after the Effective Date.
	 	 	 	 	 	 
	 	1.1.10	 	Title Commitment Delivery Date:	 	The date which is five Business Days after the Effective Date.
	 	 	 	 	 	 
	 	1.1.11	 	Title and Survey Review Period:	 	The period ending May 21, 2013.
	 	 	 	 	 	 
	 	1.1.12	 	Inspection Period:	 	The period that began on May 6, 2013 and will end on May 31, 2013.
	 	 	 	 	 	 
	 	1.1.13	 	Closing Date:	 	The date which is thirty (30) days after the expiration of the Inspection Period, as such date may be extended in accordance with Section 7.3.7 of this Agreement. 
	 	 	 	 	 	 
	 	1.1.14	  	Execution Date:	 	The date on which this Agreement is executed by the latter to sign of Purchaser or Seller, as indicated on the signature page of this Agreement. If the execution date is left blank by either Purchaser or Seller, the Effective Date shall be the execution date inserted by the other party.


 


 


1.2           Closing
Costs. Closing costs shall be allocated and paid as follows:


 




    	Purchase and Sale Agreement – Northcross Shopping Center	2	 



    	 



    

 


	

COST	 	RESPONSIBLE

PARTY
	 	 	 
	Title Commitment required to be delivered pursuant to Section 5.1	 	Seller
	 	 	 
	Premium for standard form Title Policy required to be delivered pursuant to Section 5.4	 	Seller
	 	 	 
	Premium for any upgrade of Title Policy for extended or additional coverage and any endorsements to the Title Policy desired by Purchaser, any inspection fee charged by the Title Company, tax certificates, municipal and utility lien certificates, and any other Title Company charges	 	Purchaser
	 	 	 
	Costs of Survey and/or any revisions, modifications or recertifications thereto	 	Purchaser
	 	 	 
	Recording Fee	 	Purchaser
	 	 	 
	Any deed taxes, documentary stamps, transfer taxes, intangible taxes, mortgage taxes or other similar taxes, fees or assessments	 	Purchaser
	 	 	 
	Any escrow fee charged by Escrow Agent for holding the Earnest Money or conducting the Closing	 	Purchaser 1⁄2

Seller 1⁄2
	 	 	 
	Real Estate Sales Commission to Broker	 	Seller
	 	 	 
	All other closing costs, expenses, charges and fees	 	Purchaser


 


 


1.3           Notice
Addresses:


 


	 	
        Purchaser:

        The Phillips Edison Group LLC

        11501 Northlake Drive

        Cincinnati, Ohio 45249

        Attention:Joel Staffilino and Hal Scudder

        Facsimile:513.956.5660

        E-mail:

        jstaffilino@phillipsedison.com
        and

        hscudder@phillipsedison.com
	 	Copy to:

    Honigman Miller Schwartz and Cohn LLP

    39400 Woodward Avenue, Suite 101

    Bloomfield Hills, Michigan 48304-5151

    Attention:J. Adam Rothstein, Esq.

    Facsimile:248.566.8479

    E-mail:arothstein@honigman.com
	 	Seller:

c/o Q Investments

301 Commerce Street, 32nd Floor

Fort Worth, Texas 76102

Attention: Thomas F. Ellis III

Facsimile: 817.332.9606

E-mail: tellis@acmewidget.com	 	Copies to:

Northcross Property, LLC

c/o Q Investments

301 Commerce Street, 32nd Floor

Fort Worth, Texas 76102

Attention: Business Affairs

Facsimile: 817.332.9606

E-mail: businessaffairs@acmewidget.com



Vinson & Elkins L.L.P.

2001 Ross Avenue, Suite 3700

Dallas, Texas 75201

Attention: Randy R. Jurgensmeyer

Telephone: 214.220.7790

Facsimile: 214.999.7790

E-mail: rjurgensmeyer@velaw.com


 




    	Purchase and Sale Agreement – Northcross Shopping Center	3	 



    	 



    

 


Article
2

PROPERTY


 


2.1           Property.
Subject to the terms and conditions of this Agreement, Seller agrees to sell to Purchaser, and Purchaser agrees to purchase from
Seller, the following property (collectively, the “Property”):


 


2.1.1           Real
Property. The land described in Exhibit A hereto (the “Land”), together with (a) all improvements
located thereon, but expressly excluding improvements and structures owned by any tenant or other third party (“Improvements”),
(b) without warranty, all right, title and interest of Seller, if any, in and to the rights, benefits, privileges, easements, tenements,
hereditaments, and appurtenances thereon or in anywise appertaining thereto, and (c) without warranty, all right, title, and interest
of Seller, if any, in and to all strips and gores and any land lying in the bed of any street, road or alley, open or proposed,
adjoining the Land (collectively, the “Real Property”).


 


2.1.2           Leases.
All of Seller’s right, title and interest, without warranty, in all leases of the Real Property, including leases which may
be made by Seller after the Effective Date and prior to Closing as permitted by this Agreement (the “Leases”).


 


2.1.3           Tangible
Personal Property. All of Seller’s right, title and interest, without warranty, in the equipment, machinery, furniture,
furnishings, supplies and other tangible personal property, if any, owned by Seller and now or hereafter located in and used in
connection with the operation, ownership or management of the Real Property, but specifically excluding any items of personal property
owned or leased by Seller’s property manager or tenants at or on the Real Property and further excluding any items of personal
property owned by third parties and leased to Seller (collectively, the “Tangible Personal Property”).


 


2.1.4           Intangible
Personal Property. All of Seller’s right, title and interest, if any, without warranty, in all intangible personal
property related to the Real Property and the Improvements, including, without limitation: all trade names and trade marks associated
with the Real Property and the Improvements, including Seller’s rights and interests, if any, in the name of the Real Property;
the plans and specifications and other architectural and engineering drawings for the Improvements, if any (to the extent assignable
without cost to Seller); contract rights related to the operation, ownership or management of the Real Property, including maintenance,
service, construction, supply and equipment rental contracts, if any, but not including Leases (collectively, the “Service
Contracts”) (but only to the extent assignable without cost to Seller and Seller’s obligations thereunder are
expressly assumed by Purchaser pursuant to this Agreement); warranties (to the extent assignable without cost to Seller); governmental
permits, approvals and licenses, if any (to the extent assignable without cost to Seller); telephone exchange numbers (to the extent
assignable without cost to Seller); and all of Seller’s rights and liabilities related to the settlement of the pending claims
and litigation described on Exhibit E attached hereto (collectively, the “Pending Litigation) satisfactory
or acceptable to Purchaser pursuant to Section 7.2.4 (all of the items described in this Section 2.1.4 collectively referred
to as the “Intangible Personal Property”). Tangible Personal Property and Intangible Personal Property
shall not include (a) any appraisals or other economic evaluations of, or projections with respect to, all or any portion of the
Property, including, without limitation, budgets prepared by or on behalf of Seller or any affiliate of Seller, (b) any documents,
materials or information which are subject to attorney/client, work product or similar privilege, which constitute attorney communications
with respect to the Property and/or Seller, or which are subject to a confidentiality agreement, and (c) any trade name, mark or
other identifying material that includes the name “Q Investments” or the name “Acme Widget” or any derivative
thereof.


 




    	Purchase and Sale Agreement – Northcross Shopping Center	4	 



    	 



    

 


Article
3

EARNEST MONEY


 


3.1           Deposit
and Investment of Earnest Money. Within two (2) Business Days after the Execution Date, Purchaser shall deposit the Initial
Earnest Money with Escrow Agent. If upon the expiration of the Inspection Period, this Agreement is still in force and effect,
Purchaser shall, no later than the last day of the Inspection Period, deposit the Additional Earnest Money as specified in Section
1.1.4 above, with Escrow Agent. Escrow Agent shall invest the Earnest Money in government insured interest-bearing accounts satisfactory
to Seller and Purchaser, shall not commingle the Earnest Money with any funds of Escrow Agent or others, and shall promptly provide
Purchaser and Seller with confirmation of the investments made. Such account shall have no penalty for early withdrawal, and Purchaser
accepts all risks with regard to such account.


 


3.2           Independent
Consideration. If Purchaser elects to terminate this Agreement for any reason and is entitled to receive a return of the
Earnest Money pursuant to the terms hereof, the Escrow Agent shall first disburse to Seller One Hundred and No/100 Dollars ($100.00)
as independent consideration for Seller’s performance under this Agreement (“Independent Consideration”),
which shall be retained by Seller in all instances.


 


3.3           Form;
Failure to Deposit. The Earnest Money shall be in the form of a certified or cashier’s check or the wire transfer
to Escrow Agent of immediately available U.S. federal funds. If Purchaser fails to timely deposit any portion of the Earnest Money
within the time periods required, Seller may terminate this Agreement by written notice to Purchaser, in which event any Earnest
Money that has previously been deposited by Purchaser with Escrow Agent shall be immediately refunded to Purchaser and thereafter
the parties hereto shall have no further rights or obligations hereunder, except for rights and obligations which, by their terms,
survive the termination hereof.


 


3.4           Disposition
of Earnest Money. The Earnest Money shall be applied as a credit to the Purchase Price at Closing. However, if Purchaser
elects to terminate this Agreement prior to the expiration of the Inspection Period, or is deemed to have terminated this Agreement,
pursuant to Section 4.4, Escrow Agent shall promptly thereafter refund the entire Earnest Money (less the Independent Consideration)
to Purchaser one Business Day following Escrow Agent’s receipt of a copy of the Due Diligence Termination Notice from Purchaser
or a duly sworn certification by Purchaser to Escrow Agent and Seller that it did not provide a Due Diligence Approval Notice pursuant
to Section 4.4 and, therefore, this Agreement has terminated pursuant to the terms of Section 4.4. In the event of a termination
of this Agreement by either Seller or Purchaser for any reason, Escrow Agent is authorized to deliver the Earnest Money to the
party hereto entitled to same pursuant to the terms hereof on or before the tenth Business Day following receipt by Escrow Agent
and the non-terminating party of written notice of such termination from the terminating party, unless the other party hereto notifies
Escrow Agent that it disputes the right of the other party to receive the Earnest Money. In such event, Escrow Agent may interplead
the Earnest Money into a court of competent jurisdiction in the county in which the Earnest Money has been deposited. All attorneys’
fees and costs and Escrow Agent’s costs and expenses incurred in connection with such interpleader shall be assessed against
the party that is not awarded the Earnest Money, or if the Earnest Money is distributed in part to both parties, then in the inverse
proportion of such distribution.


  


Article
4

DUE DILIGENCE


 


4.1           Due
Diligence Materials To Be Delivered. Seller has previously delivered to Purchaser (or made available to Purchaser on an
electronic data site) the following (the “Property Information”):


 




    	Purchase and Sale Agreement – Northcross Shopping Center	5	 



    	 



    

 


4.1.1           Rent
Roll. A rent roll dated as of May 1, 2013 in Seller’s standard form (“Rent Roll”)
for the Property and a current tenant delinquency report.


 


4.1.2           Financial
Information. A copy of operating statements and a summary of capital expenditures pertaining to the Property for the 12
months preceding May 1, 2013 (“Operating Statements”) and a budget for calendar year 2013.


 


4.1.3           Income
Statements. A copy of all income statements for the Property for the year to date period and for the period that Seller
has owned the Property.


 


4.1.4           Environmental
Reports. A copy of all environmental site assessment reports, no further action letters and the like, geotechnical reports
and the like, correspondence received or sent by Seller or any agent on behalf of Seller related to the Property prepared for the
benefit of Seller and/or in Seller’s possession or control.


 


4.1.5           Tax
Statements. A copy of ad valorem tax statements relating to the Property for the current tax period and for the prior years
that Seller has owned the Property and all documents associated with any appeal of real estate taxes or assessments with respect
to the Property for the period that Seller has owned the Property.








 


4.1.6           Service
Contracts. A list, together with copies, of Service Contracts.


 


4.1.7           Personal
Property. A list of Tangible Personal Property.


 


4.1.8           Lease
Files. The lease files for all tenants, including all the Leases, amendments, modifications, extensions, guaranties, letter
agreements (including commencement date letters) and assignments which are then in effect (“Lease Files”).


 


4.1.9           Pending
Leases. A scheduled of all pending leases, letters of intent for leasing, and leases out for signature, all related to
the Property.


 


4.1.10         Maintenance
Records and Warranties. Maintenance work orders for the 12 months preceding the Effective Date and warranties, if any,
on roofs, air conditioning units, fixtures and equipment.


 


4.1.11         CAM,
Tax and Insurance Reconciliations. Copies of all common area maintenance, real estate tax and insurance reimbursement reconciliation
statements with the tenants of the Property for the years that Seller has owned the Property for which such reconciliations have
been completed.


 


4.1.12         License,
Permits and Certificates of Occupancy. Licenses, permits and certificates of occupancy relating to the Property.


 


4.1.13         Existing
Owner’s Title Insurance Policy. Seller’s existing owner’s title insurance policy with respect to the
Property and all documents noted as exceptions therein.


 


4.1.14         Survey.
A copy of the most recent as built ALTA survey of the Real Property in Seller’s possession or control.


 


4.1.15         Pending
Litigation. A copy of the Pending Litigation.


 




    	Purchase and Sale Agreement – Northcross Shopping Center	6	 



    	 



    

 


4.2           Due
Diligence Materials To Be Made Available. To the extent such items currently exist (it being understood and agreed that
Seller has no obligation to produce or compile any of the following) and are in Seller’s possession, Seller shall make available
to Purchaser for Purchaser’s review, at Seller’s option at either the offices of Seller’s property manager or
at the Property, the following items and information (the “Additional Property Information”) on or before
the Property Information Delivery Date, and Purchaser at its expense shall have the right to make copies of same:


 


4.2.1           Plans
and Specifications; Construction. As built plans and specifications relating to the Real Property (on CDs); the most up
to date site plan for the Real Property; and copies of all licenses and permits issued with respect to Real Property, including
for all signage serving the Real Property.


 


4.2.2           Accounting
Information. Schedule of security deposits and prepaid rents; trial balance schedule for the year before the Effective
Date and for the current quarter; and, detail of the cash receipts and disbursements journal for the year to date and the year
immediately preceding the Effective Date.


 


4.2.3           Operations.
Vendor contact list and vendor contracts (landscaping, sweeping, snow, trash, etc.); copies of all bills for prior 12 months (electric,
water, phone, landscape, lot sweeping, etc.); a schedule of utility meters and required deposits (gas, electric, telephone, water,
etc.); the most recent property condition and roof reports with respect to Real Property.


 


4.2.4           Tenant
Information. Lease abstracts for all tenants; tenant contact sheet and guarantor contact sheet (name, address, phone number);
rent roll for the year preceding the Effective Date; tenant sales information for the year to date period and the period that Seller
has owned the Property; invoices submitted to the tenants for the most recent calendar month; copies of tenant rent checks for
the most recent calendar month; copies of tenant certificates of insurance submitted to Seller; certificates of occupancy for leased
premises within the Real Property; and, copies of the most recent executed tenant estoppels and subordination, non-disturbance
and attornment agreements.


 




    	Purchase and Sale Agreement – Northcross Shopping Center	7	 



    	 



    

 


4.3           Physical
Due Diligence. Commencing on the Effective Date and continuing until the Closing, Purchaser shall have reasonable access
to the Property at all reasonable times during normal business hours, upon appropriate notice to tenants as permitted or required
under the Leases, for the purpose of conducting reasonably necessary tests, including surveys and architectural, engineering, geotechnical
and environmental inspections and tests, provided that (a) Purchaser must give Seller two full Business Days’ prior telephone
or written notice of any such inspection or test, and with respect to any intrusive inspection or test (i.e., core sampling) must
obtain Seller’s prior written consent (which consent may be given, withheld or conditioned in Seller’s sole discretion),
(b) prior to performing any inspection or test, Purchaser must deliver a certificate of insurance to Seller evidencing that Purchaser
and its contractors, agents and representatives have in place (and Purchaser and its contractors, agents and representatives shall
maintain during the pendency of this Agreement) (1) commercial general liability insurance with limits of at least Two Million
Dollars ($2,000,000) for bodily or personal injury or death, (2) property damage insurance in the amount of at least Two Million
Dollars ($2,000,000), and (3) contractual liability insurance with respect to Purchaser’s obligations hereunder, all
covering any accident arising in connection with the presence of Purchaser, its contractors, agents and representatives on the
Property, which insurance shall (A) name as additional insureds thereunder Seller and such other parties holding insurable interests
as Seller may designate and (B) be written by a reputable insurance company having a rating of at least “A+:VII” by
Best’s Rating Guide (or a comparable rating by a successor rating service), and (C) otherwise be subject to Seller’s
prior approval, and (c) all such tests shall be conducted by Purchaser in compliance with Purchaser’s responsibilities set
forth in Section 4.9 below. Purchaser shall bear the cost of all such inspections or tests and shall be responsible for and act
as the generator with respect to any wastes generated by those tests, which obligation shall survive the termination of this Agreement.
Subject to the provisions of Section 4.7 hereof, Purchaser or Purchaser’s representatives may communicate with any tenant;
provided, however, Purchaser must contact Seller at least two full Business Days in advance by telephone to inform Seller of Purchaser’s
intended communication with any tenant and to allow Seller the opportunity to participate in such communication if Seller desires.
Subject to the provisions of Section 4.7 hereof, Purchaser or Purchaser’s representatives may communicate with any governmental
authority for the sole purpose of gathering information in connection with the transaction contemplated by this Agreement; provided,
however, Purchaser must contact Seller at least two full Business Days in advance by telephone to inform Seller of Purchaser’s
intended communication with any governmental authority and to allow Seller the opportunity to participate in such communication
if Seller desires. As used in this Section, “communicate” and “communication” shall mean the initiation
of, response to, or sharing or exchange of information, knowledge or messages, whether by oral, written or electronic methods or
media, or by any other means for the purpose of knowingly subverting the provisions of this Section regarding Purchaser’s
obligations to provide Seller with prior notice of such communication and Seller’s ability to participate in such communication.


 


4.4           Due
Diligence/Termination Right. Purchaser shall have through the last day of the Inspection Period in which to (a) examine,
inspect, and investigate the Property Information and the Additional Property Information (collectively, the “Property
Documents”) and the Property and, in Purchaser’s sole and absolute judgment and discretion, determine whether
the Property is acceptable to Purchaser, (b) obtain all necessary internal approvals, and (c) satisfy all other contingencies of
Purchaser. Notwithstanding anything to the contrary in this Agreement, Purchaser shall have the right, on or before the end of
the Inspection Period, to notify Seller either that (i) it is satisfied with its examinations, inspections and investigations with
respect to the Property (such notice being a “Due Diligence Approval Notice”)
or (ii) it is terminating this Agreement for any reason or no reason (notice thereof being a “Due Diligence Termination
Notice”), failing of either of which, Purchaser shall be deemed to have timely delivered a Due Diligence Termination
Notice. If, and only if, Purchaser timely delivers a Due Diligence Approval Notice, this Agreement shall continue in full force
and effect, Purchaser shall be deemed to have waived its right to terminate this Agreement pursuant to this Section 4.4, and Purchaser
shall be deemed to have acknowledged that it has received or had access to all Property Documents and conducted all inspections
and tests of the Property that it considers important.


 


4.5           Return
of Documents and Reports. As additional consideration for the transaction contemplated herein, Purchaser shall, upon request
by Seller and payment to Purchaser of Purchaser’s actual third-party costs (Purchaser shall provide to Seller its actual
third-party cost thereof together with reasonable supporting documentation within five (5) Business Days after request therefor
from Seller) in obtaining its third party reports, investigations and studies, other than environmental reports, tests or studies
(which are addressed in Section 4.11 hereof) and economic analyses (collectively, the “Reports”
and, individually, a “Report”), prepared for Purchaser in connection with its due diligence review of
the Property, including, without limitation, any and all Reports involving structural or geological conditions, if any, provide
to Seller, within five (5) Business Days after such request and such payment, copies of the Reports requested (and paid for) by
Seller. The Reports shall be delivered to Seller without any representation or warranty as to the completeness or accuracy of the
Reports or any other matter relating thereto. Purchaser’s obligation to deliver the Property Documents and the Reports to
Seller shall survive the termination of this Agreement.


 




    	Purchase and Sale Agreement – Northcross Shopping Center	8	 



    	 



    

 


4.6           Service
Contracts. On or prior to Closing, Seller shall terminate all Service Contracts, at Seller’s sole cost and expense.
Seller shall deliver at Closing notices of termination of all Service Contracts.


 


4.7           Proprietary
Information; Confidentiality. Purchaser acknowledges that the Property Documents are proprietary and confidential and have
been and will be delivered to Purchaser solely to assist Purchaser in determining the feasibility of purchasing the Property. Purchaser
shall not use the Property Documents for any purpose other than as set forth in the preceding sentence. Purchaser shall not disclose
the contents to any person other than to those persons who are responsible for determining the feasibility of Purchaser’s
acquisition of the Property and who have agreed to preserve the confidentiality of such information as required hereby (collectively,
“Permitted Outside Parties”), and other than under a protective order if required by any applicable law,
rule or regulation or order of a court of competent jurisdiction or under a protective order in connection with, and only to the
extent required, the enforcement of this Agreement. At any time and from time to time, within two Business Days after Seller’s
request, Purchaser shall deliver to Seller a list of all parties to whom Purchaser has provided any Property Documents or any information
taken from the Property Documents. Purchaser shall not divulge the contents of the Property Documents and other information except
in strict accordance with the confidentiality standards set forth in this Section 4.7. In permitting Purchaser to review the Property
Documents or any other information, Seller has not waived any privilege or claim of confidentiality with respect thereto, and no
third party benefits or relationships of any kind, either express or implied, have been offered, intended or created. Purchaser’s
obligations under this Section 4.7 shall survive the termination of this Agreement.


 


4.8           No
Representation or Warranty by Seller. Purchaser acknowledges that, except as expressly set forth in this Agreement, Seller
has not made and does not make any warranty or representation regarding the truth, accuracy or completeness of the Property Documents
or the source(s) thereof. Purchaser further acknowledges that some if not all of the Property Documents were prepared by third
parties other than Seller. Seller expressly disclaims any and all liability for representations or warranties, express or implied,
statements of fact and other matters contained in such information, or for omissions from the Property Documents, or in any other
written or oral communications transmitted or made available to Purchaser. Purchaser shall rely solely upon its own investigation
with respect to the Property, including, without limitation, the Property’s physical, environmental or economic condition,
compliance or lack of compliance with any ordinance, order, permit or regulation or any other attribute or matter relating thereto.
Seller has not undertaken any independent investigation as to the truth, accuracy or completeness of the Property Documents and
are providing the Property Documents solely as an accommodation to Purchaser.


 


4.9           Purchaser’s
Responsibilities. In conducting any inspections, investigations or tests of the Property and/or Property Documents, Purchaser
and its agents and representatives shall: (a) not unreasonably disturb the tenants or unreasonably interfere with their use of
the Property pursuant to their respective Leases; (b) not unreasonably interfere with the operation and maintenance of the Property;
(c) not damage any personal property owned or held by any tenant or any third party or, in any material way, any part of the Property;
(d) not injure or otherwise cause bodily harm to Seller or its agents, guests, invitees, contractors and employees or any tenants
or their guests or invitees; (e) comply with all applicable laws; (f) promptly pay when due the costs of all tests, investigations,
and examinations done with regard to the Property; (g) not permit any liens to attach to the Real Property by reason of the exercise
of its rights hereunder; (h) repair any damage to the Real Property resulting directly or indirectly from any such inspection or
tests; and (i) not reveal or disclose prior to Closing any information obtained during the Inspection Period concerning the Property
and the Property Documents to anyone other than the Permitted Outside Parties and/or in accordance with the confidentiality standards
set forth in Section 4.7 above, or except as may be otherwise required by law. Purchaser’s obligations under this Section
4.9 shall survive the termination of this Agreement.


 




    	Purchase and Sale Agreement – Northcross Shopping Center	9	 



    	 



    

 


4.10         Purchaser’s
Agreement to Indemnify. Purchaser hereby agrees to indemnify, defend and hold Seller harmless from and against any and
all liens, claims, causes of action, damages, liabilities and expenses (including reasonable attorneys’ fees) arising out
of Purchaser’s inspections or tests permitted under this Agreement or any violation of the provisions of Sections 4.3, 4.7
and 4.9; provided, however, the indemnity shall not extend to protect Seller from any pre-existing liabilities for matters merely
discovered by Purchaser (i.e., latent environmental contamination) so long as Purchaser’s actions do not aggravate any pre-existing
liability of Seller. Purchaser also hereby agrees to indemnify, defend and hold any tenant harmless from and against any and all
claims, causes of action, damages, liabilities and expenses which such tenant may suffer or incur due to Purchaser’s breach
of its obligation under Section 4.7 above to maintain the confidential nature of any Property Documents or other information relative
to such tenant. Purchaser’s obligations under this Section 4.10 shall survive the termination of this Agreement and shall
survive the Closing.


 


4.11         Environmental
Studies. As additional consideration for the transaction contemplated in this Agreement, Purchaser shall, upon Seller’s
request and at no cost to Seller, provide to Seller, within five (5) Business Days after such request, copies of such reports,
tests or studies involving contamination of or other environmental concerns relating to the Property; provided, however, Purchaser
shall have no obligation to cause any such tests or studies to be performed on the Property. Seller acknowledges that Purchaser
has not made and does not make any warranty or representation regarding the truth or accuracy of any such studies or reports. Notwithstanding
Section 4.10 above, Purchaser shall have no liability or culpability of any nature as a result of having provided such information
to Seller or as a result of Seller’s reliance thereon or arising out of the fact that Purchaser merely conducted such tests
or studies, so long as Purchaser’s actions do not aggravate any pre-existing liability of Seller. Purchaser’s obligations
under this Section 4.11 shall survive the termination of this Agreement and shall survive the Closing.


 


 


Article
5

TITLE AND SURVEY


 


5.1           Title
Commitment. Seller shall cause to be prepared and delivered to Purchaser on or before the Title Commitment Delivery Date:
(a) a current commitment for title insurance or preliminary title report (the “Title Commitment”) issued
by the Title Company, in the amount of the Purchase Price and on a Texas T-1 Form commitment, with Purchaser as the proposed insured,
and (b) copies of all documents of record referred to in the Title Commitment as exceptions to title to the Property.


 


5.2           Updated
Survey. On or before the Title Commitment Delivery Date, Seller shall deliver to Purchaser a copy of the most-current survey
of the Real Property in Seller’s possession (the “Survey”). Purchaser may revise, modify or recertify
the Survey as necessary in order for the Title Company to delete the survey exception from the Title Policy or otherwise satisfy
Purchaser’s objectives.


 


5.3           Title
Review. During the Title and Survey Review Period, Purchaser shall review title to the Property as disclosed by the Title
Commitment and the Survey. Seller shall have no obligation to cure title objections except financing liens of an ascertainable
amount created by, under or through Seller, which liens Seller shall cause to be released at or prior to Closing (with Seller having
the right to apply the Purchase Price or a portion thereof for such purpose), and Seller shall deliver the Property free and clear
of any such financing liens. Seller further agrees to remove any exceptions or encumbrances to title which are voluntarily created
by, under or through Seller after the Effective Date without Purchaser’s consent (if requested, such consent shall not be
unreasonably withheld or delayed). The term “Permitted Exceptions” shall mean: the specific exceptions
(excluding exceptions that are part of the promulgated title insurance form) in the Title Commitment that the Title Company has
not agreed to remove from the Title Commitment as of the end of the Title and Survey Review Period and that Seller is not required
to remove as provided above; matters created by, through or under Purchaser; items shown on the Survey which have not been removed
as of the end of the Inspection Period (or if Purchaser does not obtain a Survey, all matters that a current, accurate survey of
the Property would show); real estate taxes not yet due and payable; rights of tenants under the Leases as tenants only; and the
matters listed on Exhibit J.


 




    	Purchase and Sale Agreement – Northcross Shopping Center	10	 



    	 



    

 


5.4           Delivery
of Title Policy at Closing. The Title Company shall issue at Closing, or unconditionally commit at Closing to issue, to
Purchaser, an owner’s title policy dated as of the date and time of Closing, or thereafter, in accordance with the Title
Commitment, insuring Purchaser’s fee simple title to the Real Property in the amount of the Purchase Price, subject only
to the standard exceptions and exclusions from coverage contained in such policy and the Permitted Exceptions (the “Title
Policy”) (it is acknowledged that it shall be Purchaser’s responsibility to submit such survey to the Title
Company as shall be required to induce it to issue such policy without the standard exceptions related to survey matters and that
if Purchaser fails or is unable to satisfy such responsibility, the standard exceptions related to survey matters will be included
in the Title Policy).


 


Article
6

OPERATIONS AND RISK OF LOSS


 


6.1           Ongoing
Operations. From the Effective Date through Closing:


 


6.1.1           Leases
and Service Contracts. Seller will perform its material obligations under the Leases.


 


6.1.2           New
Contracts. Except as provided in Section 6.1.4, Seller will not enter into any contract that will be an obligation affecting
the Property subsequent to the Closing, except contracts entered into in the ordinary course of business that are terminable without
cause and without the payment of any termination penalty on or before Closing.


 


6.1.3           Maintenance
of Improvements; Removal of Personal Property. Subject to Sections 6.2 and 6.3, Seller shall maintain or cause the tenants
under the Leases to maintain all Improvements substantially in their present condition (ordinary wear and tear and casualty excepted)
and in a manner consistent with Seller’s maintenance of the Improvements during Seller’s period of ownership. Seller
will not remove any Tangible Personal Property except as may be required for necessary repair or replacement, and replacement shall
be of approximately equal quality and quantity as the removed item of Tangible Personal Property.


 


6.1.4           Leasing.
Seller will not amend or terminate any existing Lease or enter into any new Lease without providing Purchaser (a) all relevant
supporting documentation, as reasonably determined by Seller, including, without limitation, tenant financial information to the
extent in Seller’s possession, and (b) as to any such amendment or termination of a Lease or new Lease which is to be executed
after the expiration of the Inspection Period, Seller’s request for Purchaser’s approval. If Purchaser’s consent
is requested by Seller as to any amendment or termination of a Lease, or as to a new Lease, Purchaser agrees to give Seller written
notice of approval or disapproval of a proposed amendment or termination of a Lease or new Lease within five (5) Business Days
after Purchaser’s receipt of the items in Sections 6.1.4(a) and 6.1.4(b). If Purchaser does not respond to Seller’s
request within such time period, then Purchaser will be deemed to have approved such amendment, termination or new Lease. Purchaser’s
approval rights and obligations will vary depending on whether the request for approval from Seller is delivered to Purchaser before
or after the expiration of the Inspection Period, as follows:


 




    	Purchase and Sale Agreement – Northcross Shopping Center	11	 



    	 



    

 


(1)         With
respect to a request for approval delivered by Seller to Purchaser before the expiration of the Inspection Period, Purchaser’s
consent shall not be required. Moreover, whether or not Purchaser consents to an amendment or termination of a Lease or the entering
into of a new Lease, Seller may amend or terminate a Lease or enter into a new Lease at any time prior to the expiration of the
Inspection Period; however, if Purchaser does not consent to same or is not deemed to have approved same, and if Seller elects
to amend or terminate a Lease or enter into a new Lease notwithstanding Purchaser’s failure to approve same, then Purchaser
may, within seven (7) days after Seller notifies Purchaser of the execution of said amendment, termination or new Lease, elect
to terminate this Agreement, in which event Escrow Agent shall promptly thereafter return the Earnest Money to Purchaser; provided
that if Purchaser does not elect to terminate within such seven (7) days after said notification from Seller, then Purchaser shall
have waived its right to terminate pursuant to this Section 6.1.4.


 


(2)         With
respect to a request for approval delivered by Seller to Purchaser after the expiration of the Inspection Period, Purchaser may
withhold its consent in its sole discretion, and Seller may not amend (except as may be required by the applicable Lease) or terminate
a Lease or enter into a new Lease without Purchaser’s written consent.


 


6.2           Damage.
If prior to Closing the Property is damaged by fire or other casualty, Seller shall estimate the cost to repair and the time required
to complete repairs and will provide Purchaser written notice of Seller’s estimation (the “Casualty Notice”)
as soon as reasonably possible after the occurrence of the casualty.


 


6.2.1           Material.
In the event of any Material Damage to or destruction of the Property or any portion thereof prior to Closing, either Seller or
Purchaser may, at its option, terminate this Agreement by delivering written notice to the other on or before the expiration of
30 days after the date Seller delivers the Casualty Notice to Purchaser (and if necessary, the Closing Date shall be extended to
give the parties the full thirty-day period to make such election and to obtain insurance settlement agreements with Seller’s
insurers). Upon any such termination, the Earnest Money shall be returned to Purchaser and the parties hereto shall have no further
rights or obligations hereunder, other than those that by their terms survive the termination of this Agreement. If neither Seller
nor Purchaser so terminates this Agreement within said 30-day period, then the parties shall be deemed to have waived their respective
right to terminate under this Section 6.2.1 and the parties shall proceed under this Agreement and close on schedule (subject to
extension of Closing as provided above), and as of Closing Seller shall assign to Purchaser, without representation or warranty
by or recourse against Seller, all of Seller’s rights in and to any resulting insurance proceeds (including any rent loss
insurance applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction and Purchaser
shall assume full responsibility for all needed repairs, and Purchaser shall receive a credit at Closing for any deductible amount
under such insurance policies. For the purposes of this Agreement, “Material Damage” and “Materially
Damaged” means damage which, in Seller’s reasonable estimation, exceeds five percent (5%) of the Purchase Price
to repair.


 


6.2.2           Not
Material. If the Property is not Materially Damaged, then neither Purchaser nor Seller shall have the right to terminate
this Agreement, and Seller shall, at its option, either (a) repair the damage before the Closing in a manner reasonably satisfactory
to Purchaser (and if necessary, Seller may extend the Closing Date up to 30 days to complete such repairs), or (b) credit Purchaser
at Closing for the reasonable cost to complete the repair (in which case Seller shall retain all insurance proceeds and Purchaser
shall assume full responsibility for all needed repairs).


 




    	Purchase and Sale Agreement – Northcross Shopping Center	12	 



    	 



    

 


6.3           Condemnation.
If proceedings in eminent domain are instituted with respect to the Property or any portion thereof, Purchaser may, at its option,
by written notice to Seller given within ten days after Seller notifies Purchaser of such proceedings (and if necessary the Closing
Date shall be automatically extended to give Purchaser the full ten-day period to make such election), either: (a) terminate this
Agreement, in which case the Earnest Money shall be immediately returned to Purchaser and the parties hereto shall have no further
rights or obligations, other than those that by their terms survive the termination of this Agreement, or (b) proceed under this
Agreement, in which event Seller shall, at the Closing, assign to Purchaser its entire right, title and interest in and to any
condemnation award, and Purchaser shall have the sole right after the Closing to negotiate and otherwise deal with the condemning
authority in respect of such matter. If Purchaser does not give Seller written notice of its election within the time required
above, then Purchaser shall be deemed to have elected option (b) above.


 


6.4           Settlement
of Pending Litigation. Upon request by Purchaser, Seller shall provide an update regarding potential settlement of the
Pending Litigation. Prior to settling the Pending Litigation Seller shall provide Purchaser with the terms of such settlement.
Within two (2) Business Days after settling the Pending Litigation Seller shall provide Purchaser evidence of such settlement and
its terms and conditions. For avoidance of doubt, this Section 6.4 is not intended to modify or diminish the condition precedent
set forth in Section 7.2.4.


 


Article
7

CLOSING


 


7.1           Closing.
The consummation of the transaction contemplated herein (“Closing”) shall occur on the Closing Date at
or through the offices of Escrow Agent (or such other location as may be mutually agreed upon by Seller and Purchaser). Funds shall
be deposited into and held by Escrow Agent in a closing escrow account with a bank satisfactory to Purchaser and Seller. Upon satisfaction
or completion of all closing conditions and deliveries, the parties shall direct Escrow Agent to immediately record and deliver
the closing documents to the appropriate parties and make disbursements according to the closing statements executed by Seller
and Purchaser.


 


7.2           Conditions
to Parties’ Obligation to Close. In addition to all other conditions set forth herein, the obligation of Seller,
on the one hand, and Purchaser, on the other hand, to consummate the transactions contemplated hereunder are conditioned upon the
following:


 


7.2.1           Representations
and Warranties. The other party’s representations and warranties contained herein shall be true and correct in all
material respects as of the Effective Date and the Closing Date, except for (a) representations and warranties made as of, or limited
by, a specific date, which will be true and correct in all material respects as of the specified date or as limited by the specified
date, and (b) Seller’s representations and warranties under Section 9.1.5 and 9.1.7, which will be true and correct in all
material respects as of the Effective Date;


 


7.2.2           Deliveries.
As of the Closing Date, the other party shall have tendered all deliveries to be made at Closing; and


 


7.2.3           Actions,
Suits, etc. There shall exist no pending or threatened actions, suits, arbitrations, claims, attachments, proceedings,
assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings, against the other party
that would materially and adversely affect that party’s ability to perform its obligations under this Agreement.


 




    	Purchase and Sale Agreement – Northcross Shopping Center	13	 



    	 



    

 


7.2.4           Settlement
of Pending Litigation. As of the Closing Date Seller shall have settled the Pending Litigation (the “Pending
Litigation Settlement”) upon terms and conditions satisfactory to Seller and
Purchaser. Purchaser acknowledges that any Pending Litigation Settlement that does not impose any post-Closing obligation on Purchaser
or the Property, other than the following, shall be satisfactory to Purchaser: (a) provide any Tenant written notice of the
failure of such Tenant’s leased premises to comply with the Americans with Disabilities Act, 42 U.S.C. & 12181 et
seq. (the “ADA”) and requesting such Tenant to cause its leased premises to
comply with the ADA, and (b) taking actions to cause designated accessible parking spaces to be modified to comply with the
ADA at such future time as Purchaser modifies or restripes the parking surface of the Property, which action is not reasonably
expected to increase the cost of normal repair, modification or restriping of the parking surface of the Property by more than
$10,000.


 


So long as a party is not in default hereunder,
if any condition to such party’s obligation to proceed with the Closing hereunder has not been satisfied as of the Closing
Date (or such earlier date as is provided herein), subject to any applicable notice and cure periods provided in Sections 10.1
and 10.2, such party may, in its sole discretion, terminate this Agreement by delivering written notice to the other party on or
before the Closing Date (or such earlier date as is provided herein), or elect to close (or to permit any such earlier termination
deadline to pass) notwithstanding the non-satisfaction of such condition, in which event such party shall be deemed to have waived
any such condition. In the event such party elects to close (or to permit any such earlier termination deadline to pass), notwithstanding
the non-satisfaction of such condition, said party shall be deemed to have waived said condition, and there shall be no liability
on the part of any other party hereto for breaches of representations and warranties of which the party electing to close had knowledge
at the Closing.


 


7.3           Seller’s
Deliveries in Escrow. As of or prior to the Closing Date, Seller shall deliver in escrow to Escrow Agent the following:


 


7.3.1           Deed.
A special warranty deed in the form of Exhibit B hereto in form acceptable for recordation under the law of the state where
the Property is located and restating the provisions of Article 11 hereof and including a list of Permitted Exceptions to which
the conveyance shall be subject, executed and acknowledged by Seller, conveying to Purchaser Seller’s interest in the Real
Property (the “Deed”);


 


7.3.2           Bill
of Sale, Assignment and Assumption. A Bill of Sale, Assignment and Assumption of Leases in the form of Exhibit C
hereto (the “Assignment”), executed and acknowledged by Seller, vesting in Purchaser, without warranty,
Seller’s right, title and interest in and to the property described therein free of any claims, except for the Permitted
Exceptions to the extent applicable;


 


7.3.3           Conveyancing
or Transfer Tax Forms or Returns. Such conveyancing or transfer tax forms or returns, if any, as are required to be delivered
or signed by Seller by applicable state and local law in connection with the conveyance of the Real Property;


 


7.3.4           FIRPTA.
A Foreign Investment in Real Property Tax Act affidavit in the form of Exhibit D hereto executed by Seller;


 


7.3.5           Authority.
Evidence of the existence, organization and authority of Seller and of the authority of the persons executing documents on behalf
of Seller reasonably satisfactory to the underwriter for the Title Policy;


 


7.3.6           Additional
Documents. Any additional documents that Escrow Agent or the Title Company may reasonably require for the proper consummation
of the transaction contemplated by this Agreement (provided, however, no such additional document shall expand any obligation,
covenant, representation or warranty of Seller or result in any new or additional obligation, covenant, representation or warranty
of Seller under this Agreement beyond those expressly set forth in this Agreement); and


 




    	Purchase and Sale Agreement – Northcross Shopping Center	14	 



    	 



    

 


7.3.7           Tenant
Estoppel Certificates. Tenant estoppel certificates for the benefit of Purchaser and its lenders, substantially in the
form delivered by the applicable tenant to Bank of America, N.A. in 2013 (or, if a tenant’s Lease specifies or contemplates
another form of tenant estoppel certificate, then such other specified or contemplated form), executed by (a) Wal-Mart Stores Texas,
LP, (b) Walgreen Co., (c) all tenants exceeding 5,000 square feet, and (d) other tenants occupying not less than 85% of the leased
square foot area in the Improvements (including the space leased to Wal-Mart Stores Texas, LP, Walgreen Co. and all tenants exceeding
5,000 square feet). Seller shall prepare the initial drafts of such estoppel certificates and submit the same to Purchaser, on
or before May 20, 2013, for its review and approval, which approval shall be granted or denied within three (3) Business Days after
receipt thereof, such approval not to be unreasonably withheld, conditioned or delayed. In the event Purchaser shall fail to notify
Seller within such three (3) Business Day period of the rejection of any of the same, the same shall be deemed approved by Purchaser
for delivery to the tenants. Seller agrees to use commercially reasonable efforts to obtain tenant estoppel certificates from each
tenant to which space in the Improvements is leased, but Seller shall not be obligated to expend any funds in connection with obtaining
any such tenant estoppel certificates, and the failure of Seller to obtain any such tenant estoppel certificates shall not be a
breach or default hereunder. Seller shall deliver via e-mail to Purchaser executed estoppels it receives from the tenants within
two (2) Business Days after receipt thereof. Executed estoppels shall be deemed acceptable to Purchaser and shall apply toward
the number of estoppels required above if such estoppel is dated not earlier than the date sixty (60) days prior to Closing and
the applicable tenant does not allege any default by the landlord under its Lease and confirms the material business terms of its
Lease. Notwithstanding anything herein to the contrary, if Seller is unable to deliver the number of estoppel certificates referred
to in the first sentence of this Section 7.3.7 in form acceptable to Purchaser, as provided in the preceding sentence, then Seller
may, at its sole election, extend the Closing Date to two Business Days after Seller delivers such tenant estoppel certificates
(but in no event shall the Closing Date be so extended for more than sixteen (16) days). Notwithstanding anything herein to the
contrary, if Seller remains unable to deliver such estoppel certificates by the extended Closing Date, then Purchaser’s sole
remedies and recourses shall be limited to either (1) waive the requirement for the tenant estoppel certificate(s) in question
and proceed to Closing without reduction of the Purchase Price, or (2) terminate this Agreement by immediate notification to Seller,
in which event the Earnest Money shall be immediately returned to Purchaser and the parties hereto shall have no further rights
or obligations hereunder, other than those that by their terms survive the termination of this Agreement.


 


7.4           Purchaser’s
Deliveries in Escrow. As of or prior to the Closing Date, Purchaser shall deliver in escrow to Escrow Agent the following:


 


7.4.1           Bill
of Sale, Assignment and Assumption. The Assignment, executed and acknowledged by Purchaser;


 


7.4.2           Conveyancing
or Transfer Tax Forms or Returns. Such conveyancing or transfer tax forms or returns, if any, as are required to be delivered
or signed by Purchaser by applicable state and local law in connection with the conveyance of the Real Property;


 


7.4.3           Authority.
Evidence of the existence, organization and authority of Purchaser and of the authority of the persons executing documents on behalf
of Purchaser reasonably satisfactory to the underwriter for the Title Policy; and


 




    	Purchase and Sale Agreement – Northcross Shopping Center	15	 



    	 



    

 


7.4.4           Additional
Documents. Any additional documents that Seller, Escrow Agent or the Title Company may reasonably require for the proper
consummation of the transaction contemplated by this Agreement (provided, however, no such additional document shall expand any
obligation, covenant, representation or warranty of Purchaser or result in any new or additional obligation, covenant, representation
or warranty of Purchaser under this Agreement beyond those expressly set forth in this Agreement).


 


7.5           Closing
Statements. As of or prior to the Closing Date, Seller and Purchaser shall deposit with Escrow Agent executed closing statements
consistent with this Agreement in the form required by Escrow Agent.


 


7.6           Purchase
Price. At or before Noon local time on the Closing Date, Purchaser shall deliver to Escrow Agent the Purchase Price, less
the Earnest Money that is applied to the Purchase Price, plus or minus applicable prorations, in immediate, same-day U.S. federal
funds wired for credit into Escrow Agent’s escrow account, which funds must be delivered in a manner to permit Escrow Agent
to deliver good funds to Seller or its designee on the Closing Date (and, if requested by Seller, by wire transfer); in the event
that Escrow Agent is unable to deliver good funds to Seller or its designee on the Closing Date, then the closing statements and
related prorations will be revised as necessary.


 


7.7           Possession.
Seller shall deliver possession of the Property to Purchaser at the Closing subject only to the Permitted Exceptions.


 


7.8           Delivery
of Books and Records. One (1) Business Day after the Closing, Seller shall deliver to Purchaser’s offices: Lease
Files; maintenance records and warranties; plans and specifications; licenses, permits and certificates of occupancy; copies or
originals of all books and records of account, contracts, and copies of correspondence with tenants and suppliers; all advertising
materials; booklets; and keys and security codes to the Real Property.


 


7.9           Notice
to Tenants. Seller and Purchaser shall each execute, and Purchaser shall deliver to each tenant immediately after the Closing,
a notice regarding the sale in substantially the form of Exhibit F hereto, or such other form as may be required by applicable
state law. This obligation on the part of Purchaser shall survive the Closing.


 


Article
8

PRORATIONS, DEPOSITS, COMMISSIONS


 


8.1           Prorations.
At Closing, the following items shall be prorated as of the Closing Date with all items of income and expense for the Property
being borne by Purchaser from and after (and including) the Closing Date: Tenant Receivables (defined below) and other income and
rents that have been collected by Seller as of Closing; fees and assessments; prepaid expenses and obligations under Service Contracts;
accrued operating expenses; real and personal ad valorem taxes (“Taxes”); and any assessments by private
covenant for the then-current calendar year of Closing. Specifically, the following shall apply to such prorations and to post-Closing
collections of Tenant Receivables:


 


8.1.1           Taxes.
If Taxes for the year of Closing are not known or cannot be reasonably estimated, Taxes shall be prorated based on Taxes for the
year prior to Closing. Any additional Taxes relating to the year of Closing or prior years arising out of a change in the use of
the Real Property or a change in ownership shall be assumed by Purchaser effective as of Closing and paid by Purchaser when due
and payable, and Purchaser shall indemnify Seller from and against any and all such Taxes, which indemnification obligation shall
survive the Closing.


 




    	Purchase and Sale Agreement – Northcross Shopping Center	16	 



    	 



    

 


8.1.2           Utilities.
Purchaser shall take all steps necessary to effectuate the transfer of all utilities to its name as of the Closing Date, and where
necessary, post deposits with the utility companies. Seller shall ensure that all utility meters are read as of the Closing Date.
Seller shall be entitled to recover any and all deposits held by any utility company as of the Closing Date.


 


8.1.3           Tenant
Receivables. Rents due from tenants under Leases and operating expenses and/or taxes payable by tenants under Leases (collectively,
“Tenant Receivables”) and not collected by Seller as of Closing shall not be prorated between Seller
and Purchaser at Closing but shall be apportioned on the basis of the period for which the same is payable and if, as and when
collected, as follows:


 


(a)          Tenant
Receivables and other income received from tenants under Leases after Closing shall be applied in the following order of priority:
(1) first, to payment of the Tenant Receivables then due for the month in which the Closing Date occurs, which amount shall be
apportioned between Purchaser and Seller as of the Closing Date as set forth in Section 8.1 hereof (with Seller’s portion
thereof to be delivered to Seller); (2) second, to Tenant Receivables first coming due after Closing and applicable to the period
of time after Closing, which amount shall be retained by Purchaser to the extent such Tenant Receivables are due and payable at
the time of Purchaser’s receipt thereof; (3) third, to payment of Tenant Receivables first coming due after Closing but applicable
to the period of time before Closing (collectively, “Unbilled Tenant Receivables”), which amount shall
be delivered to Seller; and (4) thereafter, to delinquent Tenant Receivables which were due and payable as of Closing but not collected
by Seller as of Closing (collectively, “Uncollected Delinquent Tenant Receivables”), which amount shall
be delivered to Seller. Notwithstanding the foregoing, Seller shall have the right to pursue the collection of Uncollected Delinquent
Tenant Receivables for a period of one year after Closing (except to the extent that Seller makes a claim against a tenant for
Uncollected Delinquent Tenant Receivables prior to the first annual anniversary of the Closing Date, in which case Seller’s
right to pursue collection of the applicable Uncollected Delinquent Tenant Receivables shall continue until such claim is resolved)
without prejudice to Seller’s rights or Purchaser’s obligations hereunder, provided, however, Seller shall have no
right to cause any such tenant or licensee to be evicted or to exercise any other “landlord” remedy (as set forth in
such tenant’s Lease) against such tenant other than to sue for collection. Any sums received by Purchaser to which Seller
is entitled shall be held in trust for Seller on account of such past due rents payable to Seller, and Purchaser shall remit to
Seller any such sums received by Purchaser to which Seller is entitled within ten Business Days after receipt thereof less reasonable,
actual costs and expenses of collection, including reasonable attorneys’ fees, court costs and disbursements, if any. Seller
expressly agrees that if Seller receives any amounts after the Closing Date which are attributable, in whole or in part, to any
period after the Closing Date, Seller shall remit to Purchaser that portion of the monies so received by Seller to which Purchaser
is entitled within ten Business Days after receipt thereof. With respect to Unbilled Tenant Receivables, Purchaser covenants and
agrees to (A) bill the same when billable and (B) cooperate with Seller to determine the correct amount of operating expenses and/or
taxes due. The provisions of this Section 8.1.3(a) shall survive the Closing.


 


(b)          
Purchaser acknowledges that Seller, as landlord under the Leases, may be collecting from tenants under the Leases additional rent
relating to certain taxes, insurance, utilities, common area maintenance and other operating costs and expenses in connection with
the ownership, operation, maintenance and management of the Real Property (collectively, “Operating Expenses”).
To the extent that any such additional rent is paid by any tenants to the landlord under the Leases based on an estimated payment
basis (whether monthly, quarterly, or otherwise) for which a future reconciliation of actual Operating Expenses to estimated payments
of Operating Expenses is required to be performed at the end of a reconciliation period, Purchaser and Seller shall determine at
the Closing whether such tenants and/or licensees have, in the aggregate, made an overpayment or underpayment of additional rent
relating to Operating Expenses (such determination to be based on a comparison of reasonable estimates of actual annual Operating
Expenses to the estimated payments being made by such tenants and/or licensees). If such determination indicates that such tenants
and/or licensees have made an overpayment of additional rent relating to Operating Expenses, Purchaser shall receive a credit toward
the Purchase Price in the amount of such overpayment and Purchaser shall assume all obligations and liabilities relating to such
overpayment. If, however, such determination indicates that such tenants and/or licensees have made an underpayment of additional
rent relating to Operating Expenses, Purchaser shall reimburse Seller at Closing for the amount of such underpayment and Purchaser
shall have the right to collect such underpayment from the applicable tenants and/or licensees after the Closing.


 




    	Purchase and Sale Agreement – Northcross Shopping Center	17	 



    	 



    

 


8.2           Leasing
Costs. Seller agrees to pay or discharge at or prior to Closing all leasing commissions, costs for tenant improvements,
lease buyout costs, moving allowances, design allowances, legal fees and other costs, expenses and allowances incurred in order
to induce a tenant to enter into a Lease or Lease renewal or extension (collectively, “Leasing Costs”)
that are due and payable prior to Closing with respect to Leases in force as of or prior to the Effective Date; provided, however,
that Seller shall have no obligation to pay, and as of Closing Purchaser shall assume the obligation to pay, all Leasing Costs
payable with respect to any option to renew or option to expand that has not been exercised prior to the Effective Date, which
obligation shall survive the Closing. Additionally, as of Closing, Purchaser shall assume Seller’s obligations for (a) Leasing
Costs that are due and payable after Closing with respect to Leases in force as of or prior to the Effective Date, and (b) Leasing
Costs incurred with respect to Leases and Lease renewals and extensions executed subsequent to the Effective Date. Notwithstanding
the foregoing, (1) for tenant Pure Bikram Yoga, if (A) Seller has not advanced to such tenant $109,025 (the “Yoga TI
Allowance”) for the improvement allowance under Article V of Exhibit C of the Lease with such tenant, then Purchaser
shall receive a credit against the Purchase Price in an amount equal to that portion of the Yoga TI Allowance that Seller has not
advanced to such tenant, (B) such tenant has not commenced the payment of full minimum rent and triple net charges as of Closing,
then Purchaser shall receive a credit against the Purchase Price in an amount equal to the minimum rent and all triple net charges
that would have been applicable had rent commenced under such Lease for the remaining “free rent” period under such
Lease, and (C) if Seller has not advanced the full amount of leasing commissions owing to brokers in connection with the initial
term of such Tenant’s lease, then Purchaser shall receive a credit against the Purchase Price in an amount equal to the unpaid
portion of such leasing commission, and (2) for tenant Peter Nguyen and John Tran, if (A) Seller has not advanced to such
tenant $45,000 (the “Nail Salon TI Allowance”) for the improvement allowance under Article V of
Exhibit C of the Lease with such tenant, then Purchaser shall receive a credit against the Purchase Price in an amount equal to
that portion of the Nail Salon TI Allowance that Seller has not advanced to such tenant, (B) such tenant has not commenced the
payment of full minimum rent as of Closing, then Purchaser shall receive a credit against the Purchase Price in an amount equal
to the minimum rent that would have been applicable had rent commenced under such Lease for the remaining “free rent”
period under such Lease, and (C) if Seller has not advanced the full amount of leasing commissions owing to brokers in connection
with the initial term of such Tenant’s lease, then Purchaser shall receive a credit against the Purchase Price in an amount
equal to the unpaid portion of such leasing commission.


 


8.3           Closing
Costs. Closing costs shall be allocated between Seller and Purchaser in accordance with Section 1.2.


 




    	Purchase and Sale Agreement – Northcross Shopping Center	18	 



    	 



    

 


8.4           Final
Adjustment After Closing. If final bills are not available or cannot be issued prior to Closing for any item being prorated
under Section 8.1, then Purchaser and Seller agree to allocate such items on a fair and equitable basis as soon as such bills are
available, final adjustment to be made as soon as reasonably possible after the Closing. Payments in connection with the final
adjustment shall be due within 30 days of written notice. All such rights and obligations shall survive the Closing.


 


8.5           Tenant
Deposits. All tenant and licensee security deposits collected and not applied by Seller (and interest thereon if required
by law or contract) shall be transferred or credited to Purchaser at Closing. As of the Closing, Purchaser shall assume Seller’s
obligations related to tenant and licensee security deposits, but only to the extent they are credited or transferred to Purchaser.


 


8.6           Commissions.
Seller shall be responsible to Broker for a real estate sales commission at Closing (but only in the event of a Closing in strict
accordance with this Agreement) in accordance with a separate agreement between Seller and Broker. Other than as stated above in
this Section 8.6, Seller and Purchaser each represent and warrant to the other that no real estate brokerage commission is payable
to any person or entity in connection with the transaction contemplated hereby, and each agrees to and does hereby indemnify and
hold the other harmless against the payment of any commission to any other person or entity claiming by, through or under Seller
or Purchaser, as applicable. This indemnification shall extend to any and all claims, liabilities, costs and expenses (including
reasonable attorneys’ fees and litigation costs) arising as a result of such claims and shall survive the Closing.


 


Article
9

REPRESENTATIONS AND WARRANTIES


 


9.1           Seller’s
Representations and Warranties. Seller represents and warrants to Purchaser that:


 


9.1.1           Rent
Roll. The Rent Roll attached hereto as Exhibit H is a true and correct list of all of the Leases presently in force
and affecting the Real Property and truly, accurately, fully and completely sets forth in all material respects the information
contained therein as of the date thereof.


 


9.1.2           Employees.
Seller has no employees at the Real Property and is not a party to any collective bargaining agreement, and neither Seller nor
any of its affiliates (as described in Section 414(b), (c) and (m) of the Internal Revenue Code) has incurred any liability which
could subject Purchaser or any asset to be acquired by Purchaser pursuant to this Agreement to any lien or material liability under
Sections 302(f), 4062, 4063, 4064, 4201 or 4301(b) of the Employee Retirement Income Security Act of 1974, as amended, or Section
401(a) (29) or 412 of the Internal Revenue Code.


 


9.1.3           Environmental
Matters. To Seller’s knowledge, Seller has not received any written notice from any governmental authority with jurisdiction
over the Real Property that any portion of the Real Property is in violation of any laws, rules or regulations applicable to the
Real Property and governing the disposal of, refining, generating, manufacturing, producing, storing, handling, treating, transferring,
releasing, processing or transporting any petroleum, petroleum derived products and/or hazardous waste or hazardous substance and/or
toxic waste or toxic substance, as such terms are defined in the Resource Conservation and Recovery Act of 1976, 42 USC 6901 et
seq., as amended, the Comprehensive Environmental Response Compensation and Liability Act of 1980, 42 USC 9601 et seq.,
or the Superfund Amendments and Reauthorization Act, Public Law 99-499, as amended, or any other applicable federal, state or local
environmental law, regulation, code or ordinance, that has not been corrected, except as may be reflected by the Property Documents
or otherwise disclosed in writing to Purchaser.


 




    	Purchase and Sale Agreement – Northcross Shopping Center	19	 



    	 



    

 


9.1.4           Organization
and Authority. Seller has been duly organized, is validly existing, and is in good standing in the state in which it was
formed. Seller has the full right and authority and has obtained any and all consents required to enter into this Agreement and
to consummate or cause to be consummated the transactions contemplated hereby. This Agreement has been, and all of the documents
to be delivered by Seller at the Closing will be, authorized and executed and constitute, or will constitute, as appropriate, the
valid and binding obligation of Seller, enforceable in accordance with their terms.


 


9.1.5           Conflicts
and Pending Actions. There is no agreement to which Seller is a party or, to Seller’s knowledge, that is binding
on Seller which is in conflict with this Agreement. To Seller’s knowledge, there is no action or proceeding pending or threatened
against Seller or relating to the Property, which challenges or impairs Seller’s ability to execute or perform its obligations
under this Agreement. The Pending Litigation is expressly excluded from the foregoing representation and warranty.


 


9.1.6           Service
Contracts. To Seller’s knowledge, the list of Service Contracts to be delivered to Purchaser pursuant to this Agreement
will be correct and complete in all material respects as of the date of its delivery.


 


9.1.7           Notices
from Governmental Authorities. To Seller’s knowledge, Seller has not received from any governmental authority written
notice of any material violation of any laws applicable (or alleged to be applicable) to the Real Property, or any part thereof,
that has not been corrected, except as may be reflected by the Property Documents or otherwise disclosed in writing to Purchaser.


 


9.1.8           Prohibited
Persons and Transactions. Seller is currently in compliance with and shall at all times during the term of this Agreement
(including any extension thereof) remain in compliance with the regulations of the Office of Foreign Asset Control (“OFAC”)
of the Department of the Treasury (including those named on OFAC’s Specially Designated Nationals and Blocked Persons List)
and any statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions
with Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action relating thereto.


 


9.2           Purchaser’s
Representations and Warranties. Purchaser represents and warrants to Seller that:


 


9.2.1           Organization
and Authority. Purchaser has been duly organized and is validly existing as a limited liability company in good standing
in the State of Ohio and is or shall, as of Closing, be qualified to do business in the state in which the Real Property is located.
Purchaser has the full right and authority and has obtained any and all consents required to enter into this Agreement and to consummate
or cause to be consummated the transactions contemplated hereby. This Agreement has been, and all of the documents to be delivered
by Purchaser at the Closing will be, authorized and properly executed and constitute, or will constitute, as appropriate, the valid
and binding obligation of Purchaser, enforceable in accordance with their terms.


 


9.2.2           Conflicts
and Pending Action. There is no agreement to which Purchaser is a party or to Purchaser’s knowledge binding on Purchaser
which is in conflict with this Agreement. There is no action or proceeding pending or, to Purchaser’s knowledge, threatened
against Purchaser which challenges or impairs Purchaser’s ability to execute or perform its obligations under this Agreement.


 


9.2.3           Prohibited
Persons and Transactions. Purchaser is currently in compliance with and shall at all times during the term of this Agreement
(including any extension thereof) remain in compliance with the regulations of OFAC (including those named on OFAC’s Specially
Designated Nationals and Blocked Persons List) and any statute, executive order (including the September 24, 2001, Executive
Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), or other
governmental action relating thereto.


 




    	Purchase and Sale Agreement – Northcross Shopping Center	20	 



    	 



    

 


9.3           Survival
of Representations and Warranties. The representations and warranties set forth in this Article 9 are made as of the Effective
Date and, except in the case of Sections 9.1.5 and 9.1.7 or as provided in Section 7.2.1(a), are remade as of the Closing Date
and shall not be deemed to be merged into or waived by the instruments of Closing, but shall survive the Closing for a period of
one year (the “Survival Period”); provided, however, that such representations and warranties shall automatically
terminate if (a) prior to the Closing, Purchaser assigns this Agreement in violation of Section 12.1 or (b) following the Closing,
any direct or indirect transfer, assignment, conveyance or sale of the Property or any ownership interest in Purchaser occurs.
Terms such as “to Seller’s knowledge,” “to the best of Seller’s knowledge”
or like phrases mean the actual present and conscious awareness or knowledge of Thomas F. Ellis III (“Seller’s
Representatives”), without any duty of inquiry or investigation; provided that so qualifying Seller’s knowledge
shall in no event give rise to any personal liability on the part of Seller’s Representatives, or any of them, or any other
officer or employee of Seller, on account of any breach of any representation or warranty made by Seller herein. Said terms do
not include constructive knowledge, imputed knowledge, or knowledge Seller or such persons do not have but could have obtained
through further investigation or inquiry. No broker, agent, or party other than Seller is authorized to make any representation
or warranty for or on behalf of Seller. Each party shall have the right to bring an action against the other on the breach of a
representation or warranty or covenant hereunder or in the documents delivered by Seller at the Closing, but only on the following
conditions: (1) the party bringing the action for breach first learns of the breach after Closing and gives written notice of such
breach to the other party before the end of the Survival Period and files such action on or before the first day following the
second anniversary of the Closing Date, and (2) neither party shall have the right to bring a cause of action for a breach of a
representation or warranty or covenant unless the damage to such party on account of such breach (individually or when combined
with damages from other breaches) equals or exceeds Twenty-Five Thousand and No/100 Dollars ($25,000.00). Neither party shall have
any liability after Closing for the breach of a representation or warranty or covenant hereunder of which the other party hereto
had knowledge as of Closing. Notwithstanding any other provision of this Agreement, any agreement contemplated by this Agreement,
or any rights which Purchaser might otherwise have at law, equity, or by statute, whether based on contract or some other claim,
Purchaser agrees that any liability of Seller to Purchaser will be limited to One Million Five Hundred Thousand and No/100 Dollars
($1,500,000.00). The provisions of this Section 9.3 shall survive the Closing. Any breach of a representation or warranty or covenant
that occurs prior to Closing shall be governed by Article 10.


 


Article
10

DEFAULT AND REMEDIES


 


10.1         Seller’s
Remedies. If Purchaser fails to consummate the purchase of the Property pursuant to this Agreement for any reason other
than a failure of a condition precedent to Purchaser’s obligation to close the transaction contemplated by this Agreement,
or if Purchaser otherwise defaults on its obligations hereunder at or prior to Closing for any reason except failure by Seller
to perform hereunder, or if prior to Closing any one or more of Purchaser’s representations or warranties are breached in
any material respect, and such default or breach is not cured by the earlier of the fifth (5th) Business Day after written
notice thereof from Seller or the Closing Date (except no notice or cure period shall apply if Purchaser fails to consummate the
purchase of the Property hereunder), Seller shall be entitled, as its sole remedy (except as provided in Sections 4.10, 8.6, 10.3
and 10.4 hereof), to terminate this Agreement and recover the Earnest Money as liquidated damages and not as penalty, in full satisfaction
of claims against Purchaser hereunder. Seller and Purchaser agree that Seller’s damages resulting from Purchaser’s
default are difficult, if not impossible, to determine and the Earnest Money is a fair estimate of those damages which has been
agreed to in an effort to cause the amount of such damages to be certain. Notwithstanding anything in this Section 10.1 or in Exhibit
I to the contrary, in the event of Purchaser’s default or a termination of this Agreement, Seller shall have all remedies
available at law or in equity in the event Purchaser or any party related to or affiliated with Purchaser is asserting any claims
or right to the Property that would otherwise delay or prevent Seller from having clear, indefeasible and marketable title to the
Property, and in said event Seller shall not be required to submit such matter to arbitration as contemplated by Exhibit I.
In all other events Seller’s remedies shall be limited to those described in this Section 10.1 and Sections 4.10, 8.6, 10.3
and 10.4 hereof. If Closing is consummated, Seller shall have all remedies available at law or in equity in the event Purchaser
fails to perform any obligation of Purchaser under this Agreement.


 




    	Purchase and Sale Agreement – Northcross Shopping Center	21	 



    	 



    

 


10.2         Purchaser’s
Remedies. If Seller fails to consummate the sale of the Property pursuant to this Agreement or otherwise defaults on its
obligations hereunder at or prior to Closing for any reason except failure by Purchaser to perform hereunder, or if prior to Closing
any one or more of Seller’s representations or warranties are breached in any material respect, and such default or breach
is not cured by the earlier of the fifth (5th) Business Day after written notice thereof from Purchaser or the Closing Date (Purchaser
hereby agreeing to give such written notice to Seller within three (3) Business Days after Purchaser first learns of any such default
or breach by Seller, except no notice or cure period shall apply if Seller fails to consummate the sale of the Property hereunder),
Purchaser shall elect, as its sole remedy, either to (a) terminate this Agreement by giving Seller timely written notice of such
election prior to or at Closing in which event the Earnest Money shall be promptly thereafter refunded to Purchaser by Escrow Agent,
(b) specific performance of Seller’s obligation to consummate the sale of the Property hereunder, or (c) waive said failure
or breach and proceed to Closing without any reduction in the Purchase Price. Notwithstanding anything herein to the contrary,
Purchaser shall be deemed to have elected to terminate this Agreement if Purchaser fails to deliver to Seller written notice of
its intent to file a claim or assert a cause of action for specific performance against Seller on or before ten Business Days following
the scheduled Closing Date or, having given such notice, fails to file a lawsuit asserting such claim or cause of action in the
county in which the Property is located within sixty (60) days following the scheduled Closing Date. Purchaser’s remedies
shall be limited to those described in this Section 10.2 and Sections 10.3 and 10.4 hereof. Further, notwithstanding the foregoing,
in the event that the remedy of specific performance shall not be available to Purchaser on account of the nature of Seller’s
default (e.g., Seller has conveyed the Property to a bona fide purchaser for value who took without notice of this Agreement),
then, Purchaser shall be entitled to collect from Seller damages in an amount equal to all actual and reasonable third party, out
of pocket costs and expenses incurred by Purchaser in connection with the transaction contemplated hereby, but limited, in all
events to $50,000.00. IN NO EVENT SHALL SELLER’S DIRECT OR INDIRECT MEMBERS, PARTNERS, SHAREHOLDERS, OWNERS OR AFFILIATES,
ANY OFFICER, DIRECTOR, EMPLOYEE OR AGENT OF THE FOREGOING, OR ANY AFFILIATE OR CONTROLLING PERSON THEREOF HAVE ANY LIABILITY FOR
ANY CLAIM, CAUSE OF ACTION OR OTHER LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PROPERTY, WHETHER BASED ON CONTRACT,
COMMON LAW, STATUTE, EQUITY OR OTHERWISE.


 


10.3         Attorneys’
Fees. In the event either party hereto employs an attorney in connection with claims by one party against the other arising
from the operation of this Agreement, the non-prevailing party shall pay the prevailing party all reasonable fees and expenses,
including attorneys’ fees, incurred in connection with such claims.


 




    	Purchase and Sale Agreement – Northcross Shopping Center	22	 



    	 



    

 


10.4         Other
Expenses. If this Agreement is terminated due to the default of a party, then the defaulting party shall pay any fees or
charges due to Escrow Agent for holding the Earnest Money as well as any escrow cancellation fees or charges and any fees or charges
due to the Title Company for preparation and/or cancellation of the Title Commitment.


 


Article
11

DISCLAIMERS, RELEASE AND INDEMNITY


 


11.1         Disclaimers
By Seller. Except as expressly set forth in this Agreement, it is understood and agreed that Seller and Seller’s
agents or employees have not at any time made and are not now making, and they specifically disclaim, any warranties, representations
or guaranties of any kind or character, express or implied, with respect to the Property, including, but not limited to, warranties,
representations or guaranties as to (a) matters of title (other than Seller’s special warranty of title to be contained in
the Deed), (b) environmental matters relating to the Property or any portion thereof, including, without limitation, the presence
of Hazardous Materials in, on, under or in the vicinity of the Property, (c) geological conditions, including, without limitation,
subsidence, subsurface conditions, water table, underground water reservoirs, limitations regarding the withdrawal of water, and
geologic faults and the resulting damage of past and/or future faulting, (d) whether, and to the extent to which the Property or
any portion thereof is affected by any stream (surface or underground), body of water, wetlands, flood prone area, flood plain,
floodway or special flood hazard, (e) drainage, (f) soil conditions, including the existence of instability, past soil repairs,
soil additions or conditions of soil fill, or susceptibility to landslides, or the sufficiency of any undershoring, (g) the presence
of endangered species or any environmentally sensitive or protected areas, (h) zoning or building entitlements to which the Property
or any portion thereof may be subject, (i) the availability of any utilities to the Property or any portion thereof including,
without limitation, water, sewage, gas and electric, (j) usages of adjoining property, (k) access to the Property or any portion
thereof, (l) the value, compliance with the plans and specifications, size, location, age, use, design, quality, description, suitability,
structural integrity, operation, title to, or physical or financial condition of the Property or any portion thereof, or any income,
expenses, charges, liens, encumbrances, rights or claims on or affecting or pertaining to the Property or any part thereof, (m)
the condition or use of the Property or compliance of the Property with any or all past, present or future federal, state or local
ordinances, rules, regulations or laws, building, fire or zoning ordinances, codes or other similar laws, including without limitation
the ADA and the Texas Architectural Barriers Act, (n) the existence or non-existence of underground storage tanks, surface impoundments,
or landfills, (o) any other matter affecting the stability and integrity of the Property, (p) the potential for further development
of the Property, (q) the merchantability of the Property or fitness of the Property for any particular purpose, (r) the truth,
accuracy or completeness of the Property Documents, (s) tax consequences, or (t) any other matter or thing with respect to the
Property.


 


11.2         Sale
“As Is, Where Is”. Purchaser acknowledges and agrees that upon Closing, Seller shall sell and convey to Purchaser
and Purchaser shall accept the Property “AS IS, WHERE IS, WITH ALL FAULTS,” except to the extent expressly provided
otherwise in this Agreement and any document executed by Seller and delivered to Purchaser at Closing. Except as expressly set
forth in this Agreement, Purchaser has not relied and will not rely on, and Seller has not made and is not liable for or bound
by, any express or implied warranties, guarantees, statements, representations or information pertaining to the Property or relating
thereto (including specifically, without limitation, Property information packages distributed with respect to the Property) made
or furnished by Seller, or any property manager, real estate broker, agent or third party representing or purporting to represent
Seller, to whomever made or given, directly or indirectly, orally or in writing. Purchaser represents that it is a knowledgeable,
experienced and sophisticated purchaser of real estate and that, except as expressly set forth in this Agreement, it is relying
solely on its own expertise and that of Purchaser’s consultants in purchasing the Property and shall make an independent
verification of the accuracy of any documents and information provided by Seller. Purchaser will conduct such inspections and investigations
of the Property as Purchaser deems necessary, including, but not limited to, the physical and environmental conditions thereof,
and shall rely upon same. By failing to terminate this Agreement prior to the expiration of the Inspection Period, Purchaser acknowledges
that Seller has afforded Purchaser a full opportunity to conduct such investigations of the Property as Purchaser deemed necessary
to satisfy itself as to the condition of the Property and the existence or non-existence or curative action to be taken with respect
to any Hazardous Materials on or discharged from the Property, and will rely solely upon same and not upon any information provided
by or on behalf of Seller or its agents or employees with respect thereto, other than such representations, warranties and covenants
of Seller as are expressly set forth in this Agreement. Upon Closing, Purchaser shall assume the risk that adverse matters, including,
but not limited to, adverse physical or construction defects or adverse environmental, health or safety conditions, may not have
been revealed by Purchaser’s inspections and investigations. Purchaser hereby represents and warrants to Seller that: (a)
Purchaser is represented by legal counsel in connection with the transaction contemplated by this Agreement; and (b) Purchaser
is purchasing the Property for business, commercial, investment or other similar purpose and not for use as Purchaser’s residence.
Purchaser waives any and all rights or remedies it may have or be entitled to, deriving from disparity in size or from any significant
disparate bargaining position in relation to Seller.


 






    	Purchase and Sale Agreement – Northcross Shopping Center	23	



    	 



    

 


11.3         Seller
Released from Liability. Purchaser acknowledges that it will have the opportunity to inspect the Property during the Inspection
Period, and during such period, observe its physical characteristics and existing conditions and the opportunity to conduct such
investigation and study on and of the Property and adjacent areas as Purchaser deems necessary, and Purchaser hereby FOREVER RELEASES
AND DISCHARGES Seller from all responsibility and liability, including without limitation, liabilities and responsibilities for
the lessor’s obligations under the Leases relating to the physical, environmental or legal compliance status of the Property,
whether arising before or after the Effective Date, and liabilities under the Comprehensive Environmental Response, Compensation
and Liability Act Of 1980 (42 U.S.C. Sections 9601 et seq.), as amended (“CERCLA”), regarding the condition,
valuation, salability or utility of the Property, or its suitability for any purpose whatsoever (including, but not limited to,
with respect to the presence in the soil, air, structures and surface and subsurface waters, of Hazardous Materials or other materials
or substances that have been or may in the future be determined to be toxic, hazardous, undesirable or subject to regulation and
that may need to be specially treated, handled and/or removed from the Property under current or future federal, state and local
laws, regulations or guidelines, and any structural and geologic conditions, subsurface soil and water conditions and solid and
hazardous waste and Hazardous Materials on, under, adjacent to or otherwise affecting the Property). Purchaser further hereby WAIVES
(and by Closing this transaction will be deemed to have WAIVED) any and all objections and complaints (including, but not limited
to, federal, state and local statutory and common law based actions, and any private right of action under any federal, state or
local laws, regulations or guidelines to which the Property is or may be subject, including, but not limited to, CERCLA) concerning
the physical characteristics and any existing conditions of the Property, including, without limitation, the lessor’s obligations
under the Leases relating to the physical, environmental or legal compliance status of the Property, whether arising before or
after the Effective Date. Purchaser further hereby assumes the risk of changes in applicable laws and regulations relating to past,
present and future environmental conditions on the Property and the risk that adverse physical characteristics and conditions,
including, without limitation, the presence of Hazardous Materials or other contaminants, may not have been revealed by its investigation.


 




    	Purchase and Sale Agreement – Northcross Shopping Center	24	 



    	 



    

 


11.4         “Hazardous
Materials” Defined. For purposes hereof, “Hazardous Materials” means “Hazardous Material,”
“Hazardous Substance,” “Pollutant or Contaminant,” and “Petroleum” and “Natural Gas Liquids,”
as those terms are defined or used in Section 101 of CERCLA, and any other substances regulated because of their effect or potential
effect on public health and the environment, including, without limitation, PCBs, lead paint, asbestos, urea formaldehyde, radioactive
materials, putrescible materials, and infectious materials.


 


11.5         Indemnity.
Purchaser agrees to indemnify, defend and hold Seller harmless of and from any and all liabilities, claims, demands, and expenses
of any kind or nature which arise or accrue after Closing and which are in any way related to the ownership, maintenance, or operation
of the Property by Purchaser and its successors and assigns, including, without limitation, in connection with Hazardous Materials.


 


11.6         Survival.
The terms and conditions of this Article 11 shall expressly survive the Closing, not merge with the provisions of any closing documents
and shall be incorporated into the Deed.


 


Purchaser acknowledges
and agrees that the disclaimers and other agreements set forth herein are an integral part of this Agreement and that Seller would
not have agreed to sell the Property to Purchaser for the Purchase Price without the disclaimers and other agreements set forth
above.


 


Article
12

MISCELLANEOUS


 


12.1         Parties
Bound; Assignment. This Agreement, and the terms, covenants, and conditions herein contained, shall inure to the benefit
of and be binding upon the heirs, personal representatives, successors, and assigns of each of the parties hereto. Purchaser may
assign its rights under this Agreement upon the following conditions: (a) the assignee of Purchaser must be an entity controlling,
controlled by, or under common control with Purchaser, (b) all of the Earnest Money must have been delivered in accordance herewith,
(c) the Inspection Period shall be deemed to have ended, (d) the assignee of Purchaser shall assume all obligations of Purchaser
hereunder, but Purchaser shall remain primarily liable for the performance of Purchaser’s obligations, and (e) a copy of
the fully executed written assignment and assumption agreement shall be delivered to Seller at least ten days prior to Closing.


 


12.2         Headings.
The article, section, subsection, paragraph and/or other headings of this Agreement are for convenience only and in no way limit
or enlarge the scope or meaning of the language hereof.


 


12.3         Invalidity
and Waiver. If any portion of this Agreement is held invalid or inoperative, then so far as is reasonable and possible
the remainder of this Agreement shall be deemed valid and operative, and, to the greatest extent legally possible, effect shall
be given to the intent manifested by the portion held invalid or inoperative. The failure by either party to enforce against the
other any term or provision of this Agreement shall not be deemed to be a waiver of such party’s right to enforce against
the other party the same or any other such term or provision in the future.


 


12.4         Governing
Law. This Agreement shall, in all respects, be governed, construed, applied, and enforced in accordance with the law of
the state in which the Real Property is located.


 


12.5         Survival.
                                                                                                            The provisions of
                                                                                                            this Agreement that
                                                                                                            contemplate performance
                                                                                                            after the Closing
                                                                                                            and the obligations
                                                                                                            of the parties not
                                                                                                            fully performed at
                                                                                                            the Closing (other
                                                                                                            than any unfulfilled
                                                                                                            closing conditions
                                                                                                            which have been waived
                                                                                                            or deemed waived by
                                                                                                            the other party) shall
                                                                                                            survive the Closing
                                                                                                            and shall not be deemed
                                                                                                            to be merged into
                                                                                                            or waived by the instruments
                                                                                                            of Closing.


 




    	Purchase and Sale Agreement – Northcross Shopping Center	25	 



    	 



    

  


12.6         Entirety
and Amendments. This Agreement embodies the entire agreement between the parties and supersedes all prior agreements and
understandings relating to the Property. This Agreement may be amended or supplemented only by an instrument in writing executed
by the party against whom enforcement is sought. All Exhibits hereto are incorporated herein by this reference for all purposes.


 


12.7         Time.
Time is of the essence in the performance of this Agreement.


 


12.8         Confidentiality.
Purchaser shall make no public announcement or disclosure of any information related to this Agreement to outside brokers or third
parties, before or after the Closing, without the prior written specific consent of Seller; provided, however, that Purchaser may,
subject to the provisions of Section 4.7, make disclosure of this Agreement to its Permitted Outside Parties as necessary to perform
its obligations hereunder and as may be required under laws or regulations applicable to Purchaser.


 


12.9         No
Electronic Transactions. The parties hereby acknowledge and agree this Agreement shall not be executed, entered into, altered,
amended or modified by electronic means except as provided in Section 12.13. Without limiting the generality of the foregoing,
the parties hereby agree the transactions contemplated by this Agreement shall not be conducted by electronic means, except as
specifically set forth in the “Notices” section of this Agreement.


 


12.10         Notices.
All notices required or permitted hereunder shall be in writing and shall be served on the parties at the addresses set forth in
Section 1.3. Any such notices shall, unless otherwise provided herein, be given or served (a) by depositing the same in the United
States mail, postage paid, certified and addressed to the party to be notified, with return receipt requested, (b) by overnight
delivery using a nationally recognized overnight courier, (c) by personal delivery, (d) by facsimile transmission during normal
business hours with a confirmation copy delivered by another method permitted under this Section 12.10, or (e) by electronic mail
addressed to the electronic mail address set forth in Section 1.3 for the party to be notified with a confirmation copy delivered
by another method permitted under this Section 12.10. Notice given in accordance herewith for all permitted forms of notice other
than by electronic mail, shall be effective upon the earlier to occur of actual delivery to the address of the addressee or refusal
of receipt by the addressee (even if such addressee refuses delivery thereof). Notice given by electronic mail in accordance herewith
shall be effective upon the entrance of such electronic mail into the information processing system designated by the recipient’s
electronic mail address. Except for facsimile and electronic mail notices as described above, no notice hereunder shall be effective
if sent or delivered by electronic means. In no event shall this Agreement be altered, amended or modified by electronic mail or
electronic record. A party’s address may be changed by written notice to the other party; provided, however, that no notice
of a change of address shall be effective until actual receipt of such notice. Copies of notices are for informational purposes
only, and a failure to give or receive copies of any notice shall not be deemed a failure to give notice. Notices given by counsel
to the Purchaser shall be deemed given by Purchaser and notices given by counsel to the Seller shall be deemed given by Seller.


 


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


 


12.12         Calculation
of Time Periods; Business Day. Unless otherwise specified, in computing any period of time described herein, the day of
the act or event after which the designated period of time begins to run is not to be included and the last day of the period so
computed is to be included, unless such last day is not a Business Day, in which event the period shall run until the end of the
next day which is a Business Day. The last day of any period of time described herein shall be deemed to end at 5:00 p.m. local
time in the state in which the Real Property is located. As used herein, the term “Business Day” means
any day that is not a Saturday, Sunday or legal holiday for national banks in the city in which the Real Property is located.


 




    	Purchase and Sale Agreement – Northcross Shopping Center	26	 



    	 



    

 


12.13         Execution
in Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original,
and all of such counterparts shall constitute one Agreement. To facilitate execution of this Agreement and any amendments thereto,
the parties may execute and exchange by telephone facsimile or portable document format (PDF) counterparts of the signature pages.


 


12.14         No
Recordation. Without the prior written consent of Seller, there shall be no recordation of either this Agreement or any
memorandum hereof, or any affidavit pertaining hereto, and any such recordation of this Agreement or memorandum or affidavit by
Purchaser without the prior written consent of Seller shall constitute a default hereunder by Purchaser, whereupon Seller shall
have the remedies set forth in Section 10.1 hereof. In addition to any such remedies, Purchaser shall be obligated to execute an
instrument in recordable form releasing this Agreement or memorandum or affidavit, and Purchaser’s obligations pursuant to
this Section 12.14 shall survive any termination of this Agreement as a surviving obligation. Notwithstanding the foregoing, Purchaser
shall have the right to make such filings with respect to this Agreement as may be required by the rules of the Securities and
Exchange Commission (“SEC”), as reasonably interpreted by Purchaser’s counsel, including,
but not limited to the filing of a copy of this Agreement with the SEC.


 


12.15         Further
Assurances. In addition to the acts and deeds recited herein and contemplated to be performed, executed and/or delivered
by either party at Closing, each party agrees to perform, execute and deliver, but without any obligation to incur any additional
liability or expense, on or after the Closing any further deliveries and assurances as may be reasonably necessary to consummate
the transactions contemplated hereby or to further perfect the conveyance, transfer and assignment of the Property to Purchaser.


 


12.16         Discharge
of Obligations. The acceptance of the Deed by Purchaser shall be deemed to be a full performance and discharge of every
representation and warranty made by Seller herein and every agreement and obligation on the part of Seller to be performed pursuant
to the provisions of this Agreement, except those which are herein specifically stated to survive Closing.


 


12.17         No
Third Party Beneficiary. The provisions of this Agreement and of the documents to be executed and delivered at Closing
are and will be for the benefit of Seller and Purchaser only and are not for the benefit of any third party, and accordingly, no
third party shall have the right to enforce the provisions of this Agreement or of the documents to be executed and delivered at
Closing, except that a tenant of the Property may enforce Purchaser’s indemnity obligation under Section 4.10 hereof.


 


12.18         Reporting
Person. Purchaser and Seller hereby designate the Title Company as the “reporting person” pursuant to the provisions
of Section 6045(e) of the Internal Revenue Code of 1986, as amended.


 


12.19         Mandatory
Arbitration. The parties have agreed to submit disputes to mandatory arbitration in accordance with the provisions of Exhibit
I hereto and made a part hereof for all purposes. Each of Seller and Purchaser waives the right to commence an action in connection
with this Agreement in any court and expressly agrees to be bound by the decision of the arbitrator determined in Exhibit I.
The waiver of this Section 12.19 will not prevent Seller or Purchaser from commencing an action in any court for the sole purposes
of enforcing the obligation of the other party to submit to binding arbitration or the enforcement of an award granted by arbitration
herein or as expressly permitted by Section 10.1 hereof. The terms of this Section 12.19 shall survive (a) the termination of this
Agreement, and (b) the Closing.


 




    	Purchase and Sale Agreement – Northcross Shopping Center	27	 



    	 



    

 

 


12.20         Books
and Records. Purchaser has advised Seller that Purchaser may be required to file, in compliance
with certain laws and regulations (including, without limitation, Regulation S-X of the SEC), audited financial statements, pro
forma financial statements and other financial information related to the Property for up to three (3) fiscal years prior to Closing
and any interim period during the fiscal year in which the Closing occurs (the “Financial Information”).
Following the Closing, Seller agrees to use its commercially reasonable efforts to cooperate with Purchaser and its representatives
and agents in the preparation of the Financial Information that relates to the period that Seller has owned the Property; provided,
however, Seller shall not be required to incur any out of pocket expenses or costs unless Purchaser pays Seller for the same. To
the extent Seller does not deliver to Purchaser such books and records of Seller following closing, Seller shall maintain such
books and records of Seller reasonably related to the Property for a period of three (3) years following the Closing. Further,
so long as Seller’s Representatives remain in the employ of Seller or an affiliate of Seller, Seller will make such persons
available for interview.  Notwithstanding the foregoing, Seller shall not be required to provide any information concerning
(a) Seller’s capital structure or debt, (b) Seller’s financial analyses or projections, investment analyses, account
summaries or other documents prepared solely for Seller’s internal purposes and not directly related to the operation of
the Property, (c) Seller’s tax returns, or (d) financial statements of Seller or any affiliate of Seller (other than Seller’s
Property-level financial statements).  Purchaser acknowledges Purchaser may not use the results of its review under this
Section to pursue any claim against Seller under the terms of this Agreement, unless Purchaser proves that the basis of the claim
was discovered by Purchaser or its representatives or agents independently of any such review.


 


12.21         Seller
Debts. For purposes hereof, “Seller Debts” shall mean the debts, liabilities, taxes, obligations
and claims of Seller with respect to all payments and benefits to past and/or present employees of Seller in connection with the
business being conducted on or from the Real Property as may have accrued through Closing (including, but not limited to, salaries,
wages, commissions, bonuses, vacation pay, health and welfare contributions, pensions, profit sharing, severance or termination
pay, or any other form of compensation or fringe benefit). The parties acknowledge that the purchase and sale of the Property involves
only the purchase and sale of the Property and that Seller is not selling a business nor do the parties intend that Purchaser be
deemed a successor of Seller with respect to any liabilities of Seller to any third parties other than (a) the tenants under
the Leases, (b) for Leasing Costs, (c) for Taxes, (d) for matters or conditions accepted or assumed by Purchaser
pursuant to this Agreement, the Deed or the Assignment, (e) the Pending Litigation Settlement, (f) for any matters for
which Purchaser receives a credit at Closing, and (g) pursuant to the Permitted Exceptions. Purchaser shall not assume the
Seller Debts, which shall be solely those of Seller, and Seller hereby agrees to indemnify, defend and hold harmless Purchaser
against any loss, cost, liability, damage or expense with respect thereto. In no event shall this Section 12.21 diminish or
modify, or be deemed to diminish or modify, the disclaimers and other agreements set forth in this Agreement, including without
limitation Article 11. This Section shall survive Closing.


 


12.22         Material
Adverse Change. In the event that Wal-Mart and/or Walgreen’s shall, during the period after the Inspection Period
but before Closing, cease operations from the Real Property, announce that they shall cease operations from the Real Property,
file for bankruptcy protection or announce that they will be filing for bankruptcy protection, then, notwithstanding anything to
the contrary in this Agreement, Purchaser may terminate this Agreement on notice thereof and thereupon Escrow Agent shall promptly
refund the Earnest Money to Purchaser.


 




    	Purchase
                                                                                                                                                                                               and
                                                                                                                                                                                               Sale
                                                                                                                                                                                               Agreement
                                                                                                                                                                                               –
                                                                                                                                                                                               Northcross
                                                                                                                                                                                               Shopping
                                                                                                                                                                                               Center	28	 



    	 



    

 


[SIGNATURE PAGES AND EXHIBITS TO FOLLOW]


 




    	Purchase
                                                                                                                                                                                               and
                                                                                                                                                                                               Sale
                                                                                                                                                                                               Agreement
                                                                                                                                                                                               –
                                                                                                                                                                                               Northcross
                                                                                                                                                                                               Shopping
                                                                                                                                                                                               Center	29	 



    	 



    

 





SIGNATURE PAGE TO PURCHASE AND SALE AGREEMENT


BY AND BETWEEN


NORTHCROSS PROPERTY, LLC


AND


THE PHILLIPS EDISON GROUP LLC




 


IN WITNESS WHEREOF,
the parties hereto have executed this Agreement on the day and year written below.


 





	 	 	SELLER:
	 	 	 
	 	 	NORTHCROSS PROPERTY, LLC, a Delaware

limited liability company
	Date executed by Seller	 	 	 
	 	 	By:	/s/ Scott McGrory
	5/28/13	 	Name: 	Scott McGrory
	 	 	Title:	Asst. Secretary




 


SIGNATURE PAGE


 




    	Purchase
                                                                                                                                                                                               and
                                                                                                                                                                                               Sale
                                                                                                                                                                                               Agreement
                                                                                                                                                                                               –
                                                                                                                                                                                               Northcross
                                                                                                                                                                                               Shopping
                                                                                                                                                                                               Center	 	 



    	 



    

 


SIGNATURE PAGE TO PURCHASE AND SALE AGREEMENT


BY AND BETWEEN


NORTHCROSS PROPERTY, LLC


AND


THE PHILLIPS EDISON GROUP LLC




 



	 	 	PURCHASER:
	 	 	 
	 	 	
        THE PHILLIPS EDISON GROUP LLC, an Ohio

        limited liability company

	 	 	 	 	 	 
	Date executed by Purchaser	 	By:	
        Phillips Edison Limited Partnership, a Delaware

        limited partnership, Managing Member

		 	 	 	 	 
	5/24/13	 	 	By:	Phillips Edison & Company, Inc., a
	 	 	 		
        Maryland corporation, General Partner

	 	 	 	 	 	 
	 	 	 	 	By:	/s/ Robert F. Myers
	 	 	 	 	Name:	Robert F. Myers
	 	 	 	 	Title:	President


 


SIGNATURE PAGE


 




    	Purchase
                                                                                                                                                                                               and
                                                                                                                                                                                               Sale
                                                                                                                                                                                               Agreement
                                                                                                                                                                                               –
                                                                                                                                                                                               Northcross
                                                                                                                                                                                               Shopping
                                                                                                                                                                                               Center	 	 



    	 



    

 


JOINDER BY ESCROW AGENT


 


Escrow Agent has executed
this Agreement in order to confirm that Escrow Agent has received and shall hold the Initial Earnest Money required to be deposited
under this Agreement and the interest earned thereto, in escrow, and shall disburse the Earnest Money, and the interest earned
thereon, pursuant to the provisions of this Agreement.


 


	 	 	ALAMO TITLE COMPANY
	 	 	 	 
	Date executed by Escrow Agent	 	By:	/s/ M. John Hamilton S.V.P.
	 	 	Name: 	M. John Hamilton
	5/28/2013	 	Title:	Senior Vice President


 


JOINDER


  




    	Purchase
                                                                                                                                                                                               and
                                                                                                                                                                                               Sale
                                                                                                                                                                                               Agreement
                                                                                                                                                                                               –
                                                                                                                                                                                               Northcross
                                                                                                                                                                                               Shopping
                                                                                                                                                                                               Center	 	 



    	 



    

 


LIST OF EXHIBITS


 


	Exhibit A	-	Legal Description of Land
	 	 	 
	Exhibit B	-	Special Warranty Deed
	 	 	 
	Exhibit C	-	Bill of Sale, Assignment and Assumption of Leases and Contracts
	 	 	 
	Exhibit D	-	FIRPTA Certificate
	 	 	 
	Exhibit E	-	Pending Litigation
	 	 	 
	Exhibit F	-	Notice to Tenants
	 	 	 
	Exhibit G	-	Intentionally Omitted
	 	 	 
	Exhibit H	-	Rent Roll
	 	 	 
	Exhibit I	-	Mandatory Arbitration
	 	 	 
	Exhibit J	-	Permitted Title Exceptions


 


LIST OF EXHIBITS


 




    	Purchase
                                                                                                                                                                                               and
                                                                                                                                                                                               Sale
                                                                                                                                                                                               Agreement
                                                                                                                                                                                               –
                                                                                                                                                                                               Northcross
                                                                                                                                                                                               Shopping
                                                                                                                                                                                               Center	 	 



    	 



    

  


Exhibit
A


 


LEGAL
DESCRIPTION OF LAND


 


All that parcel or parcels of real property
located in Travis County, State of Texas, and more particularly described as follows:


 


TRACT 1: Lots 1-A, 1-B, 1-C and 1-D, Block
“A” of the RESUBDIVISION OF LOT 1, BLOCK “A” REPLAT OF LOT 3-F THIRD RESUBDIVISION OF LOT 3 NORTHCROSS
SECTION TWO, a subdivision in Travis County, Texas, according to the map or plat thereof, recorded under Document No. 200900024
of the Official Public Records of Travis County, Texas.


 


TRACT 2: Non-Exclusive Easement for the
benefit of Tract 1, created by MRO N Cross, Inc., in that certain Declaration of Easements, Covenants and Restrictions dated July
30, 2004, recorded under Document No. 2004148476 of the Official Public Records of Travis County, Texas; being over and across
Lots 2 and 3, Block “A” of the REPLAT OF LOT 3-F THIRD RESUBDIVISION OF LOT 3 NORTHCROSS SECTION TWO, a subdivision
in Travis County, Texas, according to the map or plat thereof, recorded under Document No. 200400197 of the Official Public Records
of Travis County, Texas, as more particularly described in said Declaration.


 


TRACT 3: Non-Exclusive Easement and right
of way for the benefit of Tract 1 for free and uninterrupted use and privilege of vehicular and pedestrian ingress and egress over
and across all sidewalks and walkways situated on Lots 3-C and 3-D of the RESUBDIVISION OF A PORTION OF LOT 3, NORTHCROSS SECTION
TWO, a subdivision in Travis County, Texas, according to the map or plat thereof, recorded in Volume 75, Page 320 of the Plat Records
of Travis County, Texas, as granted and/or purported to be granted in Grant of Easement dated August 22, 1977, recorded in Volume
5911, Page 1801 of the Deed Records of Travis County, Texas.


 


TRACT 4: Non-Exclusive Easement and right
of way for the benefit of Tract 1 for free and uninterrupted use and privilege of pedestrian ingress and egress over and across
all sidewalks and walkways situated on Lots 3-A and 3-B of the RESUBDIVISION OF A PORTION OF LOT 3, NORTHCROSS SECTION TWO, a subdivision
in Travis County, Texas, according to the map or plat thereof, recorded in Volume 75, Page 320 of the Plat Records of Travis County,
Texas, as granted and/or purported to be granted in Grant of Easement dated September 8, 1977, recorded in Volume 5929, Page 769
of the Deed Records of Travis County, Texas.


 


TRACT 5: Non-Exclusive Easements for the
benefit of Tract 1 for ingress, egress, delivery and passage of motor vehicles and pedestrians over and across the drives and certain
specified curb cuts on a 1.915 acre tract known as Lot A of the J. HARRIS ADDITION, a subdivision in Travis County, Texas, according
to the map or plat thereof, recorded in Volume 81, Page 152 of the Plat Records of Travis County, Texas, as granted and/or purported
to be granted in Reciprocal Access and Parking Easement Agreement dated October 19, 2001, recorded under Document No. 2001178982
of the Official Public Records of Travis County, Texas, and Amendment thereto recorded under Document No. 2011138998 of the Official
Public Records of Travis County, Texas.


 


TRACT 6: Non-Exclusive Easements for the
benefit of Tract 1 for ingress, egress, delivery and passage of motor vehicles and pedestrians over and across those certain 6
parcels of land described in Agreement for Access and Utilities dated April 22, 1976, recorded in Volume 5418, Page 2033 of the
Deed Records of Travis County, Texas.


 


 




    	Purchase
                                                                                                                                                                                               and
                                                                                                                                                                                               Sale
                                                                                                                                                                                               Agreement
                                                                                                                                                                                               –
                                                                                                                                                                                               Northcross
                                                                                                                                                                                               Shopping
                                                                                                                                                                                               Center	A-1	 



    	 



    

 


Exhibit
B


 


SPECIAL
WARRANTY DEED


 


	THE STATE OF TEXAS	§	 
	 	§	KNOW ALL MEN BY THESE PRESENTS:
	COUNTY  OF  TRAVIS	§	 


 


NORTHCROSS PROPERTY,
LLC, a Delaware limited liability company (“Grantor”), for and in consideration of the sum of $10.00
and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, has GRANTED, BARGAINED,
SOLD, and CONVEYED and by these presents does GRANT, BARGAIN, SELL, and CONVEY unto _________________________, a ____________________
(“Grantee”) the tract or parcel of land in Travis County, Texas, described in Exhibit A, together
with all rights, titles, and interests appurtenant thereto including, without limitation, Grantor’s interest, if any, in
any and all adjacent streets, alleys, rights of way and any adjacent strips and gores (such land and interests are hereinafter
collectively referred to as the “Property”).


 


This Special Warranty
Deed and the conveyance hereinabove set forth is executed by Grantor and accepted by Grantee subject to the matters described in
Exhibit B hereto and incorporated herein by this reference, to the extent the same are validly existing and applicable to
the Property (hereinafter referred to collectively as the “Permitted Exceptions”).


 


Grantee acknowledges
that Grantee has independently and personally inspected the Property. The Property is hereby conveyed to and accepted by Grantee
in its present condition, “AS IS, WITH ALL FAULTS, AND WITHOUT ANY WARRANTY WHATSOEVER, EXPRESS OR IMPLIED.”
Notwithstanding anything contained herein to the contrary, it is understood and agreed that Grantor and Grantor’s agents
or employees have never made and are not now making, and they specifically disclaim, any warranties, representations or guaranties
of any kind or character, express or implied, oral or written, with respect to the Property, including, but not limited to, warranties,
representations or guaranties as to (a) matters of title (other than Grantor’s warranty of title set forth herein), (b) environmental
matters relating to the Property or any portion thereof, including, without limitation, the presence of Hazardous Materials (as
defined in the purchase and sale agreement, the “Sale Agreement” between Grantor and Grantee) in, on,
under or in the vicinity of the Property, (c) geological conditions, including, without limitation, subsidence, subsurface conditions,
water table, underground water reservoirs, limitations regarding the withdrawal of water, and geologic faults and the resulting
damage of past and/or future faulting, (d) whether, and to the extent to which the Property or any portion thereof is affected
by any stream (surface or underground), body of water, wetlands, flood prone area, flood plain, floodway or special flood hazard,
(e) drainage, (f) soil conditions, including the existence of instability, past soil repairs, soil additions or conditions of soil
fill, or susceptibility to landslides, or the sufficiency of any undershoring, (g) the presence of endangered species or any environmentally
sensitive or protected areas, (h) zoning or building entitlements to which the Property or any portion thereof may be subject,
(i) the availability of any utilities to the Property or any portion thereof including, without limitation, water, sewage, gas
and electric, (j) usages of adjoining property, (k) access to the Property or any portion thereof, (l) the value, compliance with
the plans and specifications, size, location, age, use, design, quality, description, suitability, structural integrity, operation,
title to, or physical or financial condition of the Property or any portion thereof, or any income, expenses, charges, liens, encumbrances,
rights or claims on or affecting or pertaining to the Property or any part thereof, (m) the condition or use of the Property or
compliance of the Property with any or all Regulation federal, state or local ordinances, rules, regulations or laws, building,
fire or zoning ordinances, codes or other similar laws, (n) the existence or non-existence of underground storage tanks, surface
impoundments, or landfills, (o) any other matter affecting the stability and integrity of the Property, (p) the potential for further
development of the Property, (q) the merchantability of the Property or fitness of the Property for any particular purpose, (r)
the truth, accuracy or completeness of the Property Documents, (s) tax consequences, or (t) any other matter or thing with respect
to the Property. EXCEPT AS EXPRESSLY SET FORTH HEREIN OR IN THE SALE AGREEMENT, GRANTOR MAKES NO REPRESENTATIONS OR WARRANTIES
OF ANY KIND TO GRANTEE, INCLUDING, WITHOUT LIMITATION, THE PHYSICAL CONDITION OF THE PROPERTY, OR THEIR SUITABILITY FOR ANY PARTICULAR
PURPOSE OR OF MERCHANTABILITY. GRANTEE IS RELYING ON ITS INVESTIGATIONS OF THE PROPERTY IN DETERMINING WHETHER TO ACQUIRE IT. THE
PROVISIONS OF THIS PARAGRAPH ARE A MATERIAL PART OF THE CONSIDERATION FOR GRANTOR EXECUTING THIS SPECIAL WARRANTY DEED, AND SHALL
SURVIVE CLOSING.


 




    	Purchase
                                                                                                                                                                                               and
                                                                                                                                                                                               Sale
                                                                                                                                                                                               Agreement
                                                                                                                                                                                               –
                                                                                                                                                                                               Northcross
                                                                                                                                                                                               Shopping
                                                                                                                                                                                               Center	B-1	 



    	 



    

 


TO HAVE AND TO HOLD
the Property, together with all and singular the rights and appurtenances thereunto in anywise belonging, unto Grantee, its successors
and assigns forever, and Grantor does hereby bind itself, its successors and assigns, to WARRANT AND FOREVER DEFEND all and singular
the title to the Property unto the said Grantee, its successors and assigns against every person whomsoever lawfully claiming or
to claim the same or any part thereof by, through, or under Grantor but not otherwise, subject to the Permitted Exceptions.


 


Grantee’s address
is: __________________________.


 


EXECUTED as of _____________________,
2013.


 


	 	NORTHCROSS PROPERTY, LLC, a Delaware limited liability company
	 	 	 
	 	By:	 
	 	Name: 	 
	 	Title:	 




 


	THE STATE OF TEXAS	§
	 	§
	COUNTY OF TARRANT	§


 


This instrument was
acknowledged before me on _____________, 2013, by ______________________________, ____________________ of Northcross Property,
LLC, a Delaware limited liability company, on behalf of said limited liability company.


 


	 	 
	 	Notary Public, State of Texas


 




    	Purchase
                                                                                                                                                                                               and
                                                                                                                                                                                               Sale
                                                                                                                                                                                               Agreement
                                                                                                                                                                                               –
                                                                                                                                                                                               Northcross
                                                                                                                                                                                               Shopping
                                                                                                                                                                                               Center	B-2	 



    	 



    

  


EXHIBIT A


 


[Description
of the Property]


 




    	Purchase
                                                                                                                                                                                               and
                                                                                                                                                                                               Sale
                                                                                                                                                                                               Agreement
                                                                                                                                                                                               –
                                                                                                                                                                                               Northcross
                                                                                                                                                                                               Shopping
                                                                                                                                                                                               Center	B-3	 



    	 



    

 


EXHIBIT B


 


[Permitted
Exceptions]


 




    	Purchase
                                                                                                                                                                                               and
                                                                                                                                                                                               Sale
                                                                                                                                                                                               Agreement
                                                                                                                                                                                               –
                                                                                                                                                                                               Northcross
                                                                                                                                                                                               Shopping
                                                                                                                                                                                               Center	B-4	 



    	 



    

 


Exhibit
C


 


BILL
OF SALE and ASSIGNMENT AND ASSUMPTION


OF
LEASES 


(Northcross
Shopping Center)


 


THIS BILL OF SALE,
ASSIGNMENT AND ASSUMPTION OF LEASES AND CONTRACTS (this “Bill of Sale”) is made as of the __________
day of _______________, 2013, by and between NORTHCROSS PROPERTY, LLC, a Delaware limited liability company (“Assignor”),
and ______________________________, a ____________________ (“Assignee”).


 


WITNESSETH:


 


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


 


1.          Assignor
hereby sells, transfers, assigns and conveys to Assignee the following:


 


(a)          All
right, title and interest of Assignor in and to all tangible personal property (“Personalty”) set forth
in the inventory on Exhibit A hereto and made a part hereof, and located on, and used in connection with the management,
maintenance or operation of that certain land and improvements located in the County of Travis, State of Texas, as more particularly
described in Exhibit B hereto and made a part hereof (“Real Property”), but excluding tangible
personal property owned or leased by Assignor’s property manager or the tenants of the Real Property under the Tenant Leases
(as defined below).


 


(b)          All
right, title and interest of Assignor in and to those certain leases described on Exhibit C hereto and made a part hereof
(the “Tenant Leases”), relating to the leasing of space in the Real Property and all of the rights, interests,
benefits and privileges of the lessor thereunder, and to the extent Assignee has not received a credit therefor under the Purchase
Agreement (as defined below), all prepaid rents and security and other deposits held by Assignor under the Tenant Leases and not
credited or returned to tenants, but subject to all terms, conditions, reservations and limitations set forth in the Tenant Leases.


 


(c)          All
right, title and interest of Assignor in and to the settlement of the claims and litigation described on Exhibit D attached
hereto and made a part hereof (the “Litigation Settlement”).


 


2.          This
Bill of Sale is given pursuant to that certain Purchase and Sale Agreement (as amended, the “Purchase Agreement”)
dated as of ____________, 2013, between Assignor and Assignee, providing for, among other things, the conveyance of the Personalty,
the Tenant Leases and the Contracts.


 


3.          As
set forth in Article 11 of the Purchase Agreement, which is hereby incorporated by reference as if herein set out in full and except
as set forth herein, the property conveyed hereunder is conveyed by Assignor and accepted by Assignee AS IS, WHERE IS, AND WITHOUT
ANY WARRANTIES OF WHATSOEVER NATURE, EXPRESS OR IMPLIED, EXCEPT AS EXPRESSLY SET FORTH IN THE PURCHASE AGREEMENT, IT BEING THE
INTENTION OF ASSIGNOR AND ASSIGNEE EXPRESSLY TO NEGATE AND EXCLUDE ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES
OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE, WARRANTIES CREATED BY ANY AFFIRMATION OF FACT OR PROMISE OR BY ANY DESCRIPTION
OF THE PROPERTY CONVEYED HEREUNDER, OR BY ANY SAMPLE OR MODEL THEREOF, AND ALL OTHER WARRANTIES WHATSOEVER CONTAINED IN OR CREATED
BY THE TEXAS UNIFORM COMMERCIAL CODE.


 




    	Purchase
                                                                                                                                                                                               and
                                                                                                                                                                                               Sale
                                                                                                                                                                                               Agreement
                                                                                                                                                                                               –
                                                                                                                                                                                               Northcross
                                                                                                                                                                                               Shopping
                                                                                                                                                                                               Center	C-1	 



    	 



    

 


4.          Assignee
hereby accepts the assignment of the Personalty and the Tenant Leases and agrees to assume and discharge, in accordance with the
terms thereof all of the obligations thereunder arising or accruing from and after the date hereof, including, without limitation,
the obligations and duties of Assignor relating to any tenant deposits either assigned to Assignee or for which Assignee received
a credit from Assignor pursuant to the Purchase Agreement. Assignee releases Assignor from any and all obligations, duties and
liabilities relating to the lessor’s obligations under the Tenant Leases relating to the physical, environmental or legal
compliance status of the Real Property, whether arising before or after the date hereof (including, without limitation, the Litigation
Settlement). Additionally, but without limiting the generality of the foregoing, Assignee agrees to assume and discharge all leasing
commissions, costs for tenant improvements, legal fees and other costs and expenses incurred with respect to Tenant Leases and
Tenant Lease renewals and extensions executed subsequent to the Effective Date of the Agreement and those set forth on Exhibit
E hereto. Assignee further agrees that Assignor shall have no further responsibility, liability or obligation with respect
to the Litigation Settlement and Assignee hereby accepts the assignment of the Litigation Settlement and agrees to assume all of
Assignor’s obligations and liabilities thereunder, whether arising or accruing before or after the date hereof. Assignee
agrees to indemnify and hold harmless Assignor from any cost, liability, damage or expense (including attorneys’ fees) arising
out of or relating to Assignee’s failure to perform any of the foregoing obligations.


 


5.          Assignor
agrees to indemnify and hold harmless Assignee from any cost, liability, damage or expense (including attorneys’ fees) arising
out of or relating to Assignor’s failure to perform any of the obligations of Assignor under the Tenant Leases, to the extent
accruing prior to the date hereof, excluding all of the lessor’s obligations under the Tenant Leases relating to the physical,
environmental or legal compliance status of the Real Property (whether accruing before or after the date hereof, and including,
without limitation, the Litigation Settlement).


 


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


 




    	Purchase
                                                                                                                                                                                               and
                                                                                                                                                                                               Sale
                                                                                                                                                                                               Agreement
                                                                                                                                                                                               –
                                                                                                                                                                                               Northcross
                                                                                                                                                                                               Shopping
                                                                                                                                                                                               Center	C-2	 



    	 



    

 


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


 


	 	ASSIGNOR:	 
	 	 	 	 
	 	NORTHCROSS PROPERTY, LLC, a Delaware


limited liability company


	 
	 	 	 	 	 
	 	By:	 	 
	 	Name: 	 	 
	 	Title:	 	 
	 	 	 	 
	 	ASSIGNEE:	 
	 	 	 	 	 
	 	 	 	 	,
	 	a	 	 	 
	 	 	 	 	 
	 	By:	 	 
	 	Name: 	 	 
	 	Title:	 	 


 


[INSERT APPROPRIATE ACKNOWLEDGMENTS FOR
THE STATE]


 


	Exhibit A	Personalty
	Exhibit B	Real Property
	Exhibit C	Tenant Leases
	Exhibit D	Litigation Settlement
	Exhibit E	Lease Costs and Expenses


  




    	Purchase
                                                                                                                                                                                               and
                                                                                                                                                                                               Sale
                                                                                                                                                                                               Agreement
                                                                                                                                                                                               –
                                                                                                                                                                                               Northcross
                                                                                                                                                                                               Shopping
                                                                                                                                                                                               Center	C-3	 



    	 



    

 


Exhibit
D


 


FIRPTA
CERTIFICATE


 


Section 1445 of the
Internal Revenue Code provides that a transferee of a U.S. real property interest must withhold tax if the transferor is a foreign
person. For U.S. tax purposes (including Section 1445), the owner of a disregarded entity (which has legal title to a U.S. real
property interest under local law) will be the transferor of the property and not the disregarded entity. To inform ______________________________
(“Transferee”) that withholding of tax is not required upon the disposition of a U.S. real property interest
by ______________________________ (“Transferor”), the beneficial owner of Northcross Property, LLC (U.S.
employer identification number ____________________), the undersigned, in his capacity as ______________________________ of ______________________________,
but not individually, hereby certifies to Transferee the following on behalf of Transferor:


 


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


 


2.          Transferor
is not a disregarded entity as defined in Section 1.1445 2(b)(2)(iii);


 


3.          Transferor’s
U.S. employer identification number is ___________; and


 


4.          Transferor’s
office address is _________________________________.


 


Transferor understands
that this certification may be disclosed to the Internal Revenue Service by Transferee and that any false statement contained herein
could be punished by fine, imprisonment, or both.


 


Under penalties of
perjury I declare that I have examined this certification and to the best of my knowledge and belief it is true, correct and complete,
and I further declare that I have authority to sign this document on behalf of Transferor.


 


Dated as of _______________,
2013.


 


	 	                                                              ___                         ,
	 	a                                                     ___                                
	 	 
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	Date:	 


 




    	Purchase
                                                                                                                                                                                               and
                                                                                                                                                                                               Sale
                                                                                                                                                                                               Agreement
                                                                                                                                                                                               –
                                                                                                                                                                                               Northcross
                                                                                                                                                                                               Shopping
                                                                                                                                                                                               Center	D-1	 



    	 



    

 


	THE STATE OF TEXAS	§
	 	§
	COUNTY  OF  TARRANT	§


 


This instrument was
acknowledged before me on _______________, 2013, by ______________________________, ____________________ of ______________________________,
a ____________________, on behalf of said ____________________.


 


	 	 
	 	Notary Public, State of Texas


 


SWORN TO AND SUBSCRIBED
BEFORE ME by ______________________________ on _______________, 2013.


 


	 	 
	 	Notary Public, State of Texas


  




    	Purchase
                                                                                                                                                                                               and
                                                                                                                                                                                               Sale
                                                                                                                                                                                               Agreement
                                                                                                                                                                                               –
                                                                                                                                                                                               Northcross
                                                                                                                                                                                               Shopping
                                                                                                                                                                                               Center	D-2	 



    	 



    

 


Exhibit
E


 


PENDING
LITIGATION


 


Bonnie Kramer v. Northcross Property,
LLC, a civil action pending in the United States District Court for the Western Division of Texas, Austin Division, filed under
Civil Action No. 1:12-CV-1056-LY.


 


 




    	Purchase
                                                                                                                                                                                               and
                                                                                                                                                                                               Sale
                                                                                                                                                                                               Agreement
                                                                                                                                                                                               –
                                                                                                                                                                                               Northcross
                                                                                                                                                                                               Shopping
                                                                                                                                                                                               Center	E-1	 



    	 



    

 


Exhibit
F


 


NOTICE
TO TENANTS


 


_____________, ____


 


	 	 
	 	 
	 	 
	 	 


 


Dear Tenant:


 


You are hereby notified
that Northcross Property, LLC (“Seller”), the current owner of Northcross Shopping Center in Austin,
Texas (the “Property”) and the current owner of the landlord’s interest in your lease in the Property,
has sold the Property to [Purchaser] (“New Owner”), as of the above date. In connection with such
sale, Seller has assigned and transferred its interest in your lease and your security deposit thereunder in the amount of $_______________
(the “Security Deposit”) to New Owner, and New Owner has assumed and agreed to perform all of the landlord’s
obligations under your lease (including any obligations set forth in your lease or under applicable law to repay or account for
the Security Deposit) from and after such date. New Owner acknowledges that New Owner has received and is responsible for the Security
Deposit.


 


Accordingly, (a) all
your obligations under the lease from and after the date hereof, including your obligation to pay rent, shall be performable to
and for the benefit of New Owner, its successors and assigns, and (b) all the obligations of the landlord under the lease, including
any obligations thereunder or under applicable law to repay or account for the Security Deposit, shall be the binding obligation
of New Owner and its successors and assigns. Unless and until you are otherwise notified in writing by New Owner, the address of
New Owner for all purposes under your lease is:


 


	 	 
	 	 
	 	 
	 	 


 


	 	Very truly yours,
	 	 
	 	SELLER:
	 	NORTHCROSS PROPERTY, LLC, a Delaware
	 	limited liability company
	 	 	 
	 	By:	 
	 	Name: 	 
	 	Title:	 


 




    	Purchase
                                                                                                                                                                                               and
                                                                                                                                                                                               Sale
                                                                                                                                                                                               Agreement
                                                                                                                                                                                               –
                                                                                                                                                                                               Northcross
                                                                                                                                                                                               Shopping
                                                                                                                                                                                               Center	F-1	 



    	 



    

 


	 	NEW OWNER:
	 	 
	 	 	 
	 	By:	 
	 	Name: 	 
	 	Title:	 


  




    	Purchase
                                                                                                                                                                                               and
                                                                                                                                                                                               Sale
                                                                                                                                                                                               Agreement
                                                                                                                                                                                               –
                                                                                                                                                                                               Northcross
                                                                                                                                                                                               Shopping
                                                                                                                                                                                               Center	F-2	 



    	 



    

 


Exhibit
G


 


INTENTIONALLY
OMITTED


  




    	Purchase
                                                                                                                                                                                               and
                                                                                                                                                                                               Sale
                                                                                                                                                                                               Agreement
                                                                                                                                                                                               –
                                                                                                                                                                                               Northcross
                                                                                                                                                                                               Shopping
                                                                                                                                                                                               Center	G-1	 



    	 



    




 


Exhibit
I


 


MANDATORY
ARBITRATION


 


The parties have agreed
to submit disputes to mandatory arbitration in accordance with the following provisions:


 


1.          Arbitration.


 


(a)          General.
Any dispute among Seller and Purchaser as to the interpretation of any provision of this Agreement or the rights and obligations
of any party hereunder shall be resolved through binding arbitration as hereinafter provided in Fort Worth, Texas.


 


(b)          Selection
of Arbitrator. If arbitration is required to resolve a dispute among Seller and Purchaser, either Seller or Purchaser may
select one person to act as the arbitrator for resolution of the dispute (the first party to give written notice of its proposed
arbitrator to the other party hereto shall be the “Initiating Party”). The person so selected by the
Initiating Party (i) shall not be an affiliate of any party to the dispute in question, and (ii) shall have his name on a list
of arbitrators approved by the American Arbitration Association (“AAA”), Judicial Arbitration and Mediation
Services, Inc. or another entity then active in arbitration. The Initiating Party shall give written notice to the other party
hereto specifying the person selected by the Initiating Party to act as the arbitrator for resolution of that dispute. The other
party hereto shall have the right to object to the qualifications or independence of the person so selected by the Initiating Party
to act as the arbitrator for resolution of that dispute. If, within ten Business Days after the Initiating Party gives written
notice specifying the person selected by the Initiating Party to act as arbitrator, the Initiating Party has not received a writing
from the other party hereto objecting to the qualifications or independence of the person so selected by the Initiating Party,
the person selected by the Initiating Party shall act as the arbitrator for resolution of the dispute in question. If, within ten
Business Days after the Initiating Party gives written notice specifying the person selected by the Initiating Party to act as
arbitrator, the Initiating Party receives a writing from the other party hereto objecting to the qualifications or independence
of the person so selected by the Initiating Party, the person so selected by the Initiating Party shall not serve as the arbitrator
for resolution of the dispute, and if the parties have not mutually otherwise agreed on an arbitrator within five Business Days
after written notice of the objection, either party hereto may request the Fort Worth office of the AAA to select one person to
act as the arbitrator for resolution of the dispute.


 


(c)          Rules
of Arbitration. The arbitrator selected pursuant to Section 1(b) above will establish the rules for proceeding with the
arbitration of the dispute, which will be binding upon all parties to the arbitration proceeding. The arbitrator may use the rules
of AAA for commercial arbitration but is encouraged to adopt the rules the arbitrator deems appropriate to accomplish the arbitration
in the quickest and least expensive manner possible. Accordingly, the arbitrator may (i) dispense with any formal rules of evidence
and allow hearsay testimony so as to limit the number of witnesses required, (ii) accept evidence of property values without formal
appraisals and upon such information provided by Seller and Purchaser or other persons and otherwise minimize discovery procedures
as the arbitrator deems appropriate, (iii) act upon his understanding or interpretation of the law on any issue without the obligation
to research the issue or accept or act upon briefs of the issue prepared by any party, (iv) limit the time for presentation of
any party’s case as well as the amount of information or number of witnesses to be presented in connection with any hearing,
and (v) impose any other rules which the arbitrator believes appropriate to effect a resolution of the dispute as quickly and inexpensively
as possible. In any event, the arbitrator (A) shall permit each side no more than two depositions (including any deposition of
experts), which depositions may not exceed four hours each, one set of ten interrogatories (inclusive of sub-parts) and one set
of five document requests (inclusive of sub-parts), (B) shall not permit any requests for admissions, (C) shall limit the hearing,
if any, to two days, and (D) shall render his or her decision within 60 days of the filing of the arbitration.


 




    	Purchase
                                                                                                                                                                                               and
                                                                                                                                                                                               Sale
                                                                                                                                                                                               Agreement
                                                                                                                                                                                               –
                                                                                                                                                                                               Northcross
                                                                                                                                                                                               Shopping
                                                                                                                                                                                               Center	I-1	 



    	 



    

 


(d)          Costs
of Arbitration. The arbitrator will have the exclusive authority to determine and award costs of arbitration and the costs
incurred by any party for its attorneys, advisors and consultants.


 


(e)          Award
of Arbitrator. Any award made by the arbitrator shall be binding on Seller, Purchaser and all parties to the arbitration
and shall be enforceable to the fullest extent of the law.


 


(f)          Governing
Law; Actual Damages; Etc. In reaching any determination or award, the arbitrator will apply the laws of the state in which
the Property is located. Except as permitted under Section 1(d) above, the arbitrator’s award will be limited to actual damages
and will not include punitive or exemplary damages. Nothing contained in this Agreement will be deemed to give the arbitrator any
authority, power or right to alter, change, amend, modify, add to or subtract from any of the provisions of this Agreement. All
privileges under state and federal law, including, without limitation, attorney-client, work product and party communication privileges,
shall be preserved and protected. All experts engaged by a party must be disclosed to the other party within 14 days after the
date of notice and demand for arbitration is given.


  




    	Purchase
                                                                                                                                                                                               and
                                                                                                                                                                                               Sale
                                                                                                                                                                                               Agreement
                                                                                                                                                                                               –
                                                                                                                                                                                               Northcross
                                                                                                                                                                                               Shopping
                                                                                                                                                                                               Center	I-2	 



    	 



    

 


Exhibit
J


 


PERMITTED
TITLE EXCEPTIONS


 


		1.	The restrictive covenants of record are Volume 76, Page 361 of the Plat Records, Volume 6060, Page
2178 of the Deed Records and Document No(s). 200400197, 2004148476, 2007070791, 2007166478, 200900024, 2009030166 and 2010092811
of the Official Public Records, all of Travis County, Texas. (ALL TRACTS)



 


		2.	Non-exclusive easement(s) for vehicular and pedestrian ingress and egress granted to Northcross
One, a Texas joint venture by instrument dated August 22, 1977, recorded in Volume 5911, Page 1801 of the Deed Records of Travis
County, Texas and further assigned by Assignment of Collateral Rights and Easements recorded in Volume 6060, Page 2194 of the Deed
Records of Travis County, Texas, and as noted on survey prepared by Jonathan O. Nobles, RPLS No. 5777, dated March 11, 2011 and
revised January 29, 2013. (TRACTS 1, 2 AND 3)



 


		3.	Non-exclusive easement(s) for ingress and egress and storm sewer line and easement granted to Northcross
One, a Texas joint venture by instrument dated September 8, 1977, recorded in Volume 5929, Page 769 of the Deed Records of Travis
County, Texas and further assigned by Assignment of Collateral Rights and Easements recorded in Volume 6060, Page 2194 of the Deed
Records of Travis County, Texas, and as noted on survey prepared by Jonathan O. Nobles, RPLS No. 5777, dated March 11, 2011 and
revised January 29, 2013. (TRACTS 1, 2 AND 4)



 


		4.	Terms, conditions and stipulations of that certain Agreement for Access and Utilities dated April
22, 1976, recorded in Volume 5418, Page 2033 of the Deed Records and further assigned by Assignment of Collateral Rights and Easements
recorded in Volume 6060, Page 2194 of the Deed Records of the Real Property Records, all of Travis County, Texas, and as noted
on survey prepared by Jonathan O. Nobles, RPLS No. 5777, dated March 11, 2011 and revised January 29, 2013. (AS TO VEHICULAR AND
PEDESTRIAN AND ACCESS ONLY-TRACTS 1, 2 AND 6)



 


		5.	Public utility easements granted to the City of Austin by instrument dated September 15, 1977,
recorded in Volume 5932, Page 339 of the Deed Records of Travis County, Texas. The same, or a portion thereof, is shown on the
plat(s) recorded under Document No(s). 200400197 and 200900024 of the Official Public Records of Travis County, Texas, and as shown
on survey prepared by Jonathan O. Nobles, RPLS No. 5777, dated March 11, 2011 and revised January 29, 2013. (TRACTS 1 AND 2)



 


		6.	Exclusive and general easement(s) granted to Texas American Bank/Austin by instrument dated August
27, 1986, recorded in Volume 9857, Page 895 of the Real Property Records of Travis County, Texas, and as shown on survey prepared
by Jonathan O. Nobles, RPLS No. 5777, dated March 11, 2011 and revised January 29, 2013. . (TRACTS 1 AND 2)



 


		7.	Electric easement 10 feet in width, existing drainage easement 30 feet in width along Northcross
Drive and building setback lines located 30 and 25 feet from Northcross Drive and 25 feet from Burnet Road and building setback
line 25 feet in width along the West Anderson Lane, as shown on the Plat(s) recorded in Volume 76, Page(s) 361 of the Plat Records
and under Document No(s). 200400197 and 200900024 of the Official Public Records, both of Travis County, Texas, and as shown on
survey prepared by Jonathan O. Nobles, RPLS No. 5777, dated March 11, 2011 and revised January 29, 2013. (TRACTS 1 AND 2)



 




    	Purchase
                                                                                                                                                                                               and
                                                                                                                                                                                               Sale
                                                                                                                                                                                               Agreement
                                                                                                                                                                                               –
                                                                                                                                                                                               Northcross
                                                                                                                                                                                               Shopping
                                                                                                                                                                                               Center	J-1	 



    	 



    

 


		8.	Open drainage ditch or enclosed storm sewer easement granted to the City of Austin by instrument
dated May 8, 1969, recorded in Volume 3692, Page 1422 of the Deed Records of Travis County, Texas; the same being shown on the
plats recorded under Document No(s). 200400197 and 200900024 of the Official Public Records of Travis County, Texas, and as shown
on survey prepared by Jonathan O. Nobles, RPLS No. 5777, dated March 11, 2011 and revised January 29, 2013. (TRACTS 1 AND 2)



 


		9.	Ingress and egress easement as set forth by instrument dated December 28, 1970, recorded in Volume
3980, Page 25 of the Deed Records of Travis County, Texas, and as noted on survey prepared by Jonathan O. Nobles, RPLS No. 5777,
dated March 11, 2011 and revised January 29, 2013. (TRACTS 1 AND 2)



 


		10.	Underground electric and telephone line easement 10 feet in width granted to the City of Austin
by instrument dated June 20,1974, recorded in Volume 4955, Page 1561 of the Deed Records of Travis County, Texas. The same, or
a portion thereof, is shown on the plat(s) recorded under Document No(s). 200400197 and 200900024 of the Official Public Records
of Travis County, Texas, and as shown on survey prepared by Jonathan O. Nobles, RPLS No. 5777, dated March 11, 2011 and revised
January 29, 2013. (TRACT 1)



 


		11.	Drainage easement granted to the City of Austin by instrument dated October 11, 2001, recorded
under Document No. 2001172674 of the Official Public Records of Travis County, Texas. The same, or a portion thereof, is shown
on the plat(s) recorded under Document No(s). 200400197 and 200900024 of the Official Public Records of Travis County, Texas, and
as shown on survey prepared by Jonathan O. Nobles, RPLS No. 5777, dated March 11, 2011 and revised January 29, 2013. (TRACT 1)



 


		12.	Reciprocal Access and Parking Easement(s), the terms, conditions and stipulations of which are
set forth in that certain Reciprocal Access and Parking Easement Agreement dated October 19, 2001, recorded under Document No.
2001178982 of the Official Public Records of Travis County, Texas, as affected by Amendment thereto recorded under Document No.
2011138998 of the Official Public Records of Travis County, Texas, and as shown on survey prepared by Jonathan O. Nobles, RPLS
No. 5777, dated March 11, 2011 and revised January 29, 2013. (TRACTS 1,2 AND 5)



 


		13.	Terms, conditions, stipulations and easements as set forth in that certain Declaration of Easements,
Covenants and Restrictions dated July 30, 2004, recorded under Document No. 2004148476 of the Official Public Records of Travis
County, Texas, and as shown on survey prepared by Jonathan O. Nobles, RPLS No. 5777, dated March 11, 2011 and revised January 29,
2013. (TRACTS 1 and 2)



 


		14.	Electric utility easement granted to the City of Austin by instrument dated July 28, 2006, recorded
under Document No. 2006147791 of the Official Public records of Travis County, Texas, and as noted on survey prepared by Jonathan
O. Nobles, RPLS No. 5777, dated March 11, 2011 and revised January 29, 2013.(TRACT 1)



 


		15.	Water line easement granted to the City of Austin by instrument dated May 9, 2007, recorded under
Document No. 2007085679 of the Official Public Records of Travis County, Texas; the same being shown on the plat recorded under
Document No. 200900024 of the Official Public Records of Travis County, Texas, and as shown on survey prepared by Jonathan O. Nobles,
RPLS No. 5777, dated March 11, 2011 and revised January 29, 2013. (TRACT 1)



 




    	Purchase
                                                                                                                                                                                               and
                                                                                                                                                                                               Sale
                                                                                                                                                                                               Agreement
                                                                                                                                                                                               –
                                                                                                                                                                                               Northcross
                                                                                                                                                                                               Shopping
                                                                                                                                                                                               Center	J-2	 



    	 



    

 


		16.	Underground electric utility easement granted to the City of Austin by instrument dated February
26, 2008, recorded under Document No. 2008040129 of the Official Public Records of Travis County, Texas; the same being shown on
the plat recorded under Document No. 200900024 of the Official Public Records of Travis County, Texas, and as shown on survey prepared
by Jonathan O. Nobles, RPLS No. 5777, dated March 11, 2011 and revised January 29, 2013. (TRACT 1)



 


		17.	Wastewater easement granted to the City of Austin by instrument dated November 10, 2008, recorded
under Document No. 2008184534 of the Official Public Records of Travis County, Texas; the same being shown on the plat recorded
under Document No. 200900024 of the Official Public Records of Travis County, Texas, and as shown on survey prepared by Jonathan
O. Nobles, RPLS No. 5777, dated March 11, 2011 and revised January 29, 2013. (TRACT 1)



 


		18.	Terms, conditions and provisions pursuant to that certain Declaration of Easements and Restrictive
Covenant Regarding Unified Development and Maintenance of Drainage Facilities dated December 22, 2008, created by Lincoln Northcross,
Ltd., recorded under Document No. 2009030166 of the Official Public Records of Travis County, Texas, and as shown on survey prepared
by Jonathan O. Nobles, RPLS No. 5777, dated March 11, 2011 and revised January 29, 2013. (TRACT 1)



 


		19.	The terms, conditions and stipulations set out in that certain Easement Agreement dated May 4,
2009, by and between Lincoln Northcross Ltd., as Grantor and Texas Gas Service Company, as Grantee, recorded under Document No.
2009071820 of the Official Public Records of Travis County, Texas, and as shown on survey prepared by Jonathan O. Nobles, RPLS
No. 5777, dated March 11, 2011 and revised January 29, 2013. (TRACT 1)



 


		20.	Wastewater easement granted to the City of Austin, by instrument dated December 8, 2009, recorded
under Document No. 2009205296 of the Official Public Records of Travis County, Texas, and as shown on survey prepared by Jonathan
O. Nobles, RPLS No. 5777, dated March 11, 2011 and revised January 29, 2013. (TRACT 1)



 


		21.	Correction water easement granted to the City of Austin, by instrument dated December 4, 2009,
recorded under Document No. 2009205297 of the Official Public Records of Travis County, Texas, and as shown on survey prepared
by Jonathan O. Nobles, RPLS No. 5777, dated March 11, 2011 and revised January 29, 2013. (TRACT 1)



 


		22.	The terms, conditions and stipulations set out in that certain Easement Agreement dated December
21, 2009, by and between Lincoln Northcross, Ltd. and Wal-Mart Stores Texas, LLC, recorded under Document No. 2010005340 of the
Official Public Records of Travis County, Texas, and as shown on survey prepared by Jonathan O. Nobles, RPLS No. 5777, dated March
11, 2011 and revised January 29, 2013. (TRACT 1)



 


		23.	Terms, conditions, covenants and provisions pursuant to that certain Development Agreement dated
July 28, 2007, by and between Lincoln Northcross, Ltd., and Wal-Mart Store Texas, LLC evidenced by Memorandum of Development Agreement
recorded under Document No. 2010019589 of the Official Public Records of Travis County, Texas, and as noted on survey prepared
by Jonathan O. Nobles, RPLS No. 5777, dated March 11, 2011 and revised January 29, 2013. (TRACT 1)



 




    	Purchase
                                                                                                                                                                                               and
                                                                                                                                                                                               Sale
                                                                                                                                                                                               Agreement
                                                                                                                                                                                               –
                                                                                                                                                                                               Northcross
                                                                                                                                                                                               Shopping
                                                                                                                                                                                               Center	J-3	 



    	 



    

 


		24.	The terms, conditions and stipulations set out in that certain Easement Agreement by and between
Lincoln Northcross, Ltd., as Grantor and Texas Gas Service Company as Grantee dated November 23, 2009, recorded under Document
No. 2010071206 of the Official Public Records of Travis County, Texas, and as shown on survey prepared by Jonathan O. Nobles, RPLS
No. 5777, dated March 11, 2011 and revised January 29, 2013. (TRACT 1)



 


		25.	The terms, conditions and stipulations of that certain Right of Way Encroachment License Agreement
by and between the City of Austin and Lincoln Northcross Ltd. dated March 16, 2011, recorded under Document No. 2011038983, and
Affidavit Declaring License Agreement recorded under Document No. 2011038984, both of the Official Public Records of Travis County,
Texas, and as shown on survey prepared by Jonathan O. Nobles, RPLS No. 5777, dated March 11, 2011 and revised January 29, 2013.
(TRACT 1)



 


		26.	Electric utility easement granted to the City of Austin by instrument dated April 6, 2007, recorded
under Document No. 2007066259 of the Official Public Records of Travis County, Texas, and as shown on survey prepared by Jonathan
O. Nobles, RPLS No. 5777, dated March 11, 2011 and revised January 29, 2013. (TRACT 3)



 


		27.	Drainage easement granted to the City of Austin by instrument dated October 11, 2001, recorded
under Document No. 2001172675 of the Official Public Records of Travis County, Texas, and as shown on survey prepared by Jonathan
O. Nobles, RPLS No. 5777, dated March 11, 2011 and revised January 29, 2013. (TRACT 5)



 


		28.	Electric utility easement granted to the City of Austin by instrument dated October 11, 2001, recorded
under Document No. 2001173699 of the Official Public Records of Travis County, Texas, and as shown on survey prepared by Jonathan
O. Nobles, RPLS No. 5777, dated March 11, 2011 and revised January 29, 2013. (TRACT 5)



 


		29.	Electric utility easement granted to the City of Austin by instrument dated June 21, 2002, recorded
under Document No. 2002119213 of the Official Public Records of Travis County, Texas, and as noted on survey prepared by Jonathan
O. Nobles, RPLS No. 5777, dated March 11, 2011 and revised January 29, 2013. (TRACT 5)



 






    	Purchase and Sale Agreement – Northcross Shopping Center	J-4