EXHIBIT
10.18



PURCHASE
AND SALE AGREEMENT

(Existing Center)

(Preston Royal Village Shopping Center, Dallas, Texas)


          THIS
AGREEMENT is made as of the 12th day of October, 2012, between PRESTON
ROYAL REALTY COMPANY, a Texas joint venture (“Seller”), and AMREIT REALTY
INVESTMENT CORPORATION, a Texas corporation (“Buyer”).


Background


          Buyer
wishes to purchase Seller’s interest in a shopping center located at the
northwest and northeast corners of the intersection of Preston Road and Royal
Lane in the City of Dallas, County of Dallas, State of Texas, known as Preston
Royal Village Shopping Center (the “Shopping Center”); 


          Seller
wishes to sell the Seller’s interest in the Shopping Center to Buyer;


          In
consideration of the mutual agreements herein, and other good and valuable
consideration, including the sum of One Hundred Dollars ($100.00) paid to
Seller by Buyer, the receipt of which is hereby acknowledged, Seller agrees to
sell to Buyer and Buyer agrees to purchase the Seller’s interest in the
Shopping Center, subject to the following terms and conditions:


1. DEFINITIONS


          As used in
this Agreement, the following terms shall have the following meanings:


          1.1       Agreement
means this Purchase and Sale Agreement, which shall supersede all prior
agreements and understandings between Buyer and Seller concerning the sale and
purchase of the Seller’s interest in the Property.


          1.2       Assignment
and Assumption Agreement means an Assignment and Assumption Agreement in the
form attached hereto as Exhibit 1.2, assigning the Existing Leases and Assigned
Existing Agreements from Seller to Buyer.


          1.3       Assignment
and Assumption Agreement of Ground Lease means an Assignment and Assumption
Agreement of Ground Lease in the form attached hereto as Exhibit 1.3, assigning
Seller’s leasehold interest and estate in the Leasehold Parcel existing under,
and by virtue of, the Ground Lease from Seller to Buyer, subject to the
Permitted Exceptions affecting the Leasehold Parcel. 


          1.4       Assigned
Existing Agreements means the service contracts, agreements and other
instruments concerning the ownership, operation and leasing of the Property
identified on Exhibit 1.4.


          1.5       Audit
Representation Letter means the form of audit representation letter
attached hereto as Exhibit 1.5.


          1.6       Bill
of Sale means a Bill of Sale in the form attached hereto as Exhibit 1.6,
conveying the Personal Property from Seller to Buyer.





          1.7       Buyer’s
Broker means the real estate brokerage firm listed as Broker on Exhibit 1.7
of this Agreement. Participating broker(s), if any, are also identified on
Exhibit 1.7.


          1.8       Buyer’s
Notice has the meaning ascribed to such term in Section 2.2.


          1.9       Closing
means generally the execution and delivery of those documents and funds
necessary to effect the purchase and sale of the Property. 


          1.10     Closing
Date has the meaning ascribed to such term in Section 2.4(a).


          1.11     Code
has the meaning ascribed to such term in Section 2.4(b).


          1.12     Continuation
Notice has the meaning ascribed to such term in Section 14(e).


          1.13     Earnest
Money Deposit means the deposit delivered by Buyer to Escrow Agent under
Section 2.2 of this Agreement, together with the earnings thereon, if any. 


          1.14     Effective
Date means the means the day and year first written above. 


          1.15     Environmental
Law means any current legal requirement pertaining to (a) the protection of
health, safety, and the indoor or outdoor environment, (b) the conservation,
management, protection or use of natural resources and wildlife, (c) the
protection or use of source water and groundwater, (d) the management, manufacture,
possession, presence, use, generation, transportation, treatment, storage,
disposal, release, threatened release, abatement, removal, remediation or
handling of, or exposure to, any Hazardous Material or (e) pollution (including
any release to air, land, surface water, and groundwater); and includes,
without limitation, the Comprehensive Environmental Response, Compensation and
Liability Act of 1980, as amended by the Superfund Amendments and
Reauthorization Act of 1986, 42 USC §§9601 et seq., Solid Waste Disposal Act, as
amended by the Resource Conservation Act of 1976 and Hazardous and Solid Waste
Amendments of 1984, 42 USC §§6901 et seq., Federal Water Pollution Control
Act, as amended by the Clean Water Act of 1977, 33 USC §§1251 et seq.,
Clean Air Act of 1966, as amended, 42 USC §§7401 et seq., Toxic Substances
Control Act of 1976, 15 USC §§2601 et seq., Hazardous Materials
Transportation Act, 49 USC App. §§1801, Occupational Safety and Health Act of
1970, as amended, 29 USC §§651 et seq., Oil Pollution Act of 1990, 33 USC
§§2701 et
seq., Emergency Planning and Community Right-to-Know Act of 1986, 42
USC App. §§11001 et seq., National Environmental Policy Act of 1969, 42 USC
§§4321 et
seq., Safe Drinking Water Act of 1974, as amended by 42 USC §§300(f)
et seq.,
and any similar, implementing or successor law, any amendment, rule,
regulation, order or directive, issued thereunder.


          1.16     Escrow
Agent means the Title Company.


          1.17     Existing
Leases has the meaning ascribed to such term in Section 4.


          1.18     Existing
Loan means, collectively, those certain mortgage loans obtained by Seller
from Nationwide Life Insurance Company (“Lender”) in the aggregate original
principal amount of $16,050,000.00.


          1.19     Existing
Loan Documents means those loan documents identified on Exhibit 1.19
attached to this Agreement evidencing and securing the Existing Loan.


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          1.20     Existing
Survey means, collectively, those certain Improvement Surveys of the
Property dated November 23, 2004 and December 9, 2004 (each most recently
revised January 16, 2006), prepared by James Barton Carroll, R.P.L.S. No. 5129.


          1.21     FIRPTA
Certification means a FIRPTA Certification in the form attached hereto as
Exhibit 1.21.


          1.22     Ground
Lease means, collectively, that certain Agreement of Lease dated November
3, 1964, by and between Preston Royal Shopping Center, Inc. (“Original
Landlord”), as landlord, and Trammell Crow and Henry S. Miller, as tenant and
predecessors-in-interest to Seller, a memorandum of which is recorded in Volume
482, Page 931, Deed Records, Dallas County, Texas, as amended by (i) letter
agreement dated January 9, 1990 made and entered into by and among Mixon
Investment Company, Inc. (“Ground Lessor”), successor in interest to Original
Landlord, as landlord, and Henry S. Miller, Jr., an individual, Henri L.
Bromberg, Jr., an individual, Edward S. Bromberg, an individual, Louise W.
Kahn, individually and as Independent Executrix of the Estate of Edmund J.
Kahn, deceased, Dan R. Cullum, an individual, Betsy Cullum Bolin, an
individual, Robert Brooks Cullum, Jr., an individual, and Sally Cullum Holmes,
an individual, collectively, as tenant; (ii) letter agreement dated September
22, 1993, made and entered into by and between Ground Lessor, as landlord, and
Henry S. Miller, Jr. on behalf of tenant, (iii) First Amendment to Short Form Lease
dated January 19, 2006, by and between Ground Lessor, as landlord, and Seller,
as tenant, recorded as Document No. 20006000211974, Deed Records, Dallas
County, Texas; and (iv) Estoppel and Recognition Agreement dated January 19,
2006, by and among Ground Lessor, Seller and Lender.


          1.23     Ground
Lease Estoppel Letter means a letter or other certificate from the Ground
Lessor consenting to the transfer of Seller’s interest in the Ground Lease to
Buyer and certifying as to certain matters regarding the Ground Lease, in
substantially the form attached hereto as Exhibit 1.23.


          1.24     Hazardous
Material means any hazardous or toxic substance as defined in or regulated
by any Environmental Law in effect at the pertinent date or dates. 


          1.25     Improvements
means all buildings, structures or other improvements situated on the Real
Property.


          1.26     Independent
Contract Consideration has the meaning ascribed to such term in Section
2.3.


          1.27     Inspection
Period has the meaning ascribed to such term in Section 14.


          1.28     Leases
means all leases and other occupancy agreements, other than the Ground Lease,
permitting persons to lease or occupy all or any portion of the Property.


          1.29     Lender
Approval has the meaning ascribed to such term in Section 14(c)(iii).


          1.30     Loan
Assumption has the meaning ascribed to such term in Section 14(c).


          1.31     Loan
Assumption Documents has the meaning ascribed to such term in Section
14(c)(i).


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          1.32     Major
Tenants are the tenants identified on the schedule of Major Tenants
attached as Exhibit 1.32 to this Agreement.


          1.33     Materials
means all plans, drawings, specifications, soil test reports, environmental
reports, market studies, surveys and similar documentation, if any, owned by or
in the possession of Seller with respect to the Property and any proposed
improvements to the Property.    


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 1.34

 	
 New Lease has the meaning ascribed to such
 term in Section 4(a).

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 1.35

 	
 Permitted Exceptions means only the
 following interests, liens and encumbrances:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 The Ground Lease;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 Subject to adjustment as set forth in the Agreement, taxes and
 assessments which are a lien, but which are not yet billed, or are billed but
 are not yet due and payable on or before Closing; 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (c)

 	
 Any laws, regulations or ordinances (including, but not limited to,
 zoning, building and environmental matters) as to the use, occupancy,
 subdivision or improvement of the Property adopted or imposed by any
 governmental agency having jurisdiction thereover;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (d)

 	
 Any state of facts disclosed by the Existing Survey and/or the Survey
 which have been approved or waived by Buyer as provided herein;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (e)

 	
 Any utility company rights,
 easements and franchises for electricity, water, steam, gas, telephone or
 other service or the right to use and maintain poles, lines, wires, cables,
 pipes, boxes, and other fixtures and facilities in, over, under and upon the
 Property, but only to the extent servicing the Property;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (f)

 	
 Any liens, encumbrances or
 other title exceptions (and the same shall not constitute title objections
 but shall be deemed Permitted Exceptions) (1) over which the Title
 Company is willing to insure in a manner acceptable to Buyer (without
 material additional cost to Buyer), (2) against which the Title Company
 is willing to provide affirmative insurance in a manner acceptable to Buyer
 (without material additional cost to Buyer), or (3) which will be
 extinguished upon the transfer of the Property to Buyer;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (g)

 	
 Rights of tenants under the Existing Leases; and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (h)

 	
 Other matters which have been waived or approved by Buyer during the
 title review period, as contemplated by Article 3 of this Agreement;

 



it being
understood, however, that, subject to the provisions of Article 3 of this
Agreement, Buyer shall have until five (5) business days prior to the end of
the Inspection Period within which to determine whether any such item is
unacceptable to Buyer in Buyer’s sole discretion, 


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and only such
matters approved or deemed approved by Buyer pursuant to Article 3 shall be
deemed Permitted Exceptions hereunder. The previous provisions to the contrary
notwithstanding, the Ground Lease shall, in any event, be deemed a Permitted
Exception.


          1.36     Personal
Property means all of Seller’s right, title and interest in and to (a)
sprinkler, plumbing, heating, air-conditioning, electric power or lighting,
incinerating, ventilating and cooling systems, with each of their respective
appurtenant furnaces, boilers, engines, motors, dynamos, radiators, pipes,
wiring and other apparatus, equipment and fixtures, elevators, partitions, fire
prevention and extinguishing systems located in or on the Improvements, (b) the
Materials, (c) other tangible personal property used in connection with the
ownership or operation of the Improvements, provided the same are now owned or
are acquired by Seller prior to the Closing, and (d) all trade names,
franchises, licenses, permits, easements, development rights and approvals,
deposits, credits, petroleum and mineral interests and royalties, air and water
rights, construction and product warranties, the Leases (including all security
deposits and guarantees given with respect thereto), and all other intangibles
owned or used by or for the benefit of Seller in connection with the Property. 


          1.37     Property
means, collectively, the Real Property, the Improvements and the Personal
Property.


          1.38     Purchase
Price means the consideration agreed to be paid by Buyer to Seller for the
purchase of the Seller’s interest in the Property, including but not limited to
the Seller’s ground leasehold interest in the Ground Lease, as set forth in
Section 2.1 (subject to prorations and adjustments as provided herein). 


          1.39     Real
Property means, collectively, (i) with respect to the portion of the
Shopping Center identified in Exhibit 1.39(a) of this Agreement, fee title to
the lands, together with all easements, licenses, privileges, rights of way and
other appurtenances pertaining to or accruing to the benefit of such lands
(collectively, the “Fee Parcel”), and (ii) with respect to the portion of the
Shopping Center identified in Exhibit 1.39(b) of this Agreement, leasehold title
to the lands, together with all easements, licenses, privileges, rights of way
and other appurtenances pertaining to or accruing to the benefit of such lands
(collectively, the “Leasehold Parcel”).


          1.40     Rent
Roll means the rent roll attached hereto as Exhibit 1.40 of this Agreement.


          1.41     Seller
Financial Statements means the unaudited balance sheets and statements of
income, cash flows and changes in financial position in the form prepared by
Seller’s managing agent for the Property, as of and for the two (2) calendar
years next preceding the date of this Agreement and all monthly and quarterly
reports of income, expense and cash flow in the form prepared by Seller’s
managing agent for the Property, which shall be consistent with past practice,
for any such period beginning after the latest of such calendar years, and
ending prior to Closing.


          1.42     Seller’s
Broker means Henry S. Miller Interests, Inc.


          1.43     Seller’s
Notice has the meaning ascribed to such term in Section 2.2.


          1.44     Seller’s
Reports has the meaning ascribed to such term in Section 6(b)(viii).


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          1.45     Shopping
Center means the Shopping Center identified on the initial page hereof.


          1.46     Special
Warranty Deed means a Special Warranty Deed in the form attached hereto as
Exhibit 1.46, conveying the Fee Parcel from Seller to Buyer, subject to the
Permitted Exceptions affecting the Fee Parcel.


          1.47     Survey
has the meaning ascribed to such term in Section 3(b).


          1.48     Tenant
Estoppel Letter means a letter or other certificate from a tenant
certifying as to certain matters regarding such tenant’s Lease, in
substantially the same form as Exhibit 1.48 of this Agreement unless a
different form is permitted by such tenant’s Lease, or in the case of a Major
Tenant or a national or regional “credit” tenant, the form customarily used by
such tenant.


          1.49     Tenant
Inducement Costs has the meaning ascribed to such term in Section 4.


          1.50     Tenant
Notice means a notice to each tenant under a Lease in the form attached
hereto as Exhibit 1.50.


          1.51     Title
Company means Republic Title of Texas, Inc., Dallas Uptown Commercial,
having an address of 2626 Howell St,10th Floor, Dallas, TX 75204, Attn: Janine
Barber, Tel: (214) 855-8863, Fax: (214) 855-8898, Email:
jbarber@republictitle.com


          1.52     Title
Defect means any exception in the Title Insurance Commitment or any matter
disclosed by Existing Survey or the Survey, other than a Permitted Exception.


          1.53     Title
Insurance means an Owner Policy of Title Insurance promulgated by the Texas
State Board of Insurance in the amount of the Purchase Price insuring Buyer’s
good and indefeasible (i) fee simple title in the Fee Parcel, subject only to
the Permitted Exceptions applicable to the Fee Parcel, and (ii) leasehold
interest in the Leasehold Parcel, subject only to the Permitted Exceptions
applicable to the Leasehold Parcel, issued by the Title Company, together with
such available endorsements as are customary in transactions of this type (such
as, where applicable, a survey deletion endorsement), and any available special
endorsements which are necessary because of the nature, configuration or
particular character of the Property.


          1.54     Title
Insurance Commitment means a preliminary title report whereby the Title
Company agrees to issue the Title Insurance to Buyer, together with copies of
all instruments which are exceptions noted therein or conditions to be
satisfied. 


          1.55     Title
Notice has the meaning ascribed to such term in Section 3(c).


          1.56     Update
Certificate means an Update Certificate in the form attached hereto as
Exhibit 1.56, updating the warranties and representations of Seller in Section
6(a) as of the Closing Date.


          1.57     Warranty
Notice has the meaning ascribed to such term in Section 18(iii).


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2. PURCHASE PRICE AND PAYMENT


          2.1          Purchase
Price; Payment. The total Purchase Price for the Seller’s interest in the
Property (subject to adjustment as provided herein) shall be SIXTY-TWO MILLION
AND NO/100THS DOLLARS ($62,000,000.00). The Purchase Price shall be payable in
cash at Closing by the wire transfer of immediately available United States
federal funds to an account at a bank designated by Escrow Agent. Buyer, at
Buyer’s election to be made prior to the end of the Inspection Period pursuant
to Section 14 and expense (and at no cost to Seller), shall at Closing either
(i) assume the Existing Loan, or (ii) prepay or defease the Existing Loan. In
the event Buyer assumes the Existing Loan or prepays or defeases the Existing
Loan, the amount of cash to be paid at Closing shall be reduced by the
principal balance of the Existing Loan and all then-accrued interest thereon
(excluding any such interest allocable to prepayment or defeasance of such
loan) paid by Buyer on the Closing Date.


          2.2          Earnest
Money Deposit. An earnest money deposit in the amount ONE MILLION TWO
HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS ($1,250,000.00) shall be deposited
with Escrow Agent by Buyer within three (3) business days after the Effective Date.
Escrow Agent shall provide Seller written notice of the receipt of the Earnest
Money Deposit. This Agreement may be terminated by Seller by notice to Buyer if
the Earnest Money Deposit is not delivered to Escrow Agent by such deadline.
All deposits made as earnest money, together with the earnings thereon, shall
be deemed included within the meaning of the term Earnest Money Deposit for all
purposes. The Earnest Money Deposit shall be held as specifically provided in
this Agreement and, if Closing shall occur, shall be applied to the Purchase
Price at Closing. If Closing shall not occur, the Earnest Money Deposit shall
be disbursed to Seller or returned to Buyer in accordance with the provisions
of this Agreement. If Seller delivers to Escrow Agent a written notice
(“Seller’s Notice”) that (i) Buyer has defaulted under this Agreement;
(ii) as a result of such default Seller has duly terminated this Agreement
(if Seller is entitled to terminate this Agreement as a result of such default)
and is entitled to payment of the Earnest Money Deposit; and (iii) Seller
is simultaneously delivering to Buyer, pursuant to the notice provisions of
this Agreement, a copy of the Seller’s Notice, Escrow Agent agrees if Buyer has
not given notice of a dispute to Escrow Agent within five (5) business days of
the date of Seller’s notice, then Escrow Agent agrees to deliver the Earnest
Money Deposit to Seller. If Escrow Agent receives such a written dispute from
Buyer, then Escrow Agent shall not be permitted to deliver the Earnest Money
Deposit to Seller. If Buyer delivers written notice (“Buyer’s Notice”)
that (A) Buyer is entitled to the return of the Earnest Money Deposit as a
result of Buyer’s proper exercise of a termination right expressly afforded
Buyer under this Agreement; and (B) Buyer is simultaneously delivering to
Seller, pursuant to the notice provisions of this Agreement, a copy of the
Buyer’s Notice, then Escrow Agent agrees to deliver notice thereof to Seller
and if the Seller has not given notice of a dispute to Escrow Agent within five
(5) business days of Seller’s receipt of such Escrow Agent’s notice, then
Escrow Agent agrees to deliver the Earnest Money Deposit to Buyer. If Escrow
Agent receives such a written dispute from Seller, then Escrow Agent shall not
be permitted to deliver the Earnest Money Deposit to Buyer. Notwithstanding the
foregoing, if Buyer terminates, or is deemed to have terminated this Agreement
prior to the end of the Inspection Period, Seller shall have no right to the
return of the Earnest Money Deposit and Escrow Agent shall promptly deliver the
Earnest Money Deposit to Buyer. 


          2.3          Independent
Consideration. Seller and Buyer acknowledge and agree that One Hundred and
No/100 Dollars ($100.00) of the Earnest Money Deposit shall be paid to Seller
if this Agreement is terminated for any reason (the “Independent Contract
Consideration”). 


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Moreover, Seller and Buyer acknowledge and agree that the Independent
Contract Consideration has been bargained for and agreed to as additional
consideration for Seller’s execution and delivery of this Agreement. At
Closing, the Independent Contract Consideration shall be applied to the
Purchase Price. In the event this Agreement is terminated for any reason,
Seller shall be entitled to the Independent Contract Consideration.


          2.4          Closing;
Designation of Reporting Person.


                         (a)          Closing
shall be held and completed on Monday, December 3, 2012 (the “Closing Date”),
subject to extension as hereinafter provided, or such earlier date as may
hereafter be agreed to by Buyer and Seller, commencing at 10:00 a.m. Central
Time through Escrow Agent or at such other time or in such other manner as may
hereafter be agreed to by Buyer and Seller. Time is of the essence. Buyer
acknowledges and agrees that consummation of the Closing in calendar year 2012
is a material inducement to Seller to sell the Property to Buyer and that under
no state of facts whatsoever shall Seller be obligated to extend the Closing
Date except as expressly provided below in this Section 2.4(a). Closing shall
be consummated and the closing payment set forth in Section 2.1 above wire
transferred to an account designated by Escrow Agent, and by Escrow Agent to
Seller, by 1:00 P.M. Central Time on the Closing Date, failing which the
closing adjustments shall be recalculated as if the Closing Date were the next
business day. 


          The Closing
Date may be extended by Buyer or Seller for up to five (5) days by written
notice to the other party and Escrow Agent at least one (1) business day prior
to the then scheduled Closing Date in order to obtain the Required Tenant
Estoppel Percentage of Tenant Estoppel Letters. After the Required Tenant
Estoppel Percentage of Tenant Estoppel Letters have been obtained, the Closing
shall be held and completed on the day that is three (3) business days
following the delivery of the final Required Tenant Estoppel Letter to Buyer or
such earlier date as may hereafter be agreed to by Buyer and Seller, commencing
at 10:00 a.m. Central Time through Escrow Agent or at such other time or in such
other manner as may hereafter be agreed to by Buyer and Seller. In
the event of Seller’s failure to satisfy the Required Tenant Estoppel
Percentage of Tenant Estoppel Letters by the Closing Date, as it may have been
extended by Buyer or Seller as provided above, Buyer’s sole remedy shall be to
either (x) waive the estoppel requirement and proceed to Closing without any
abatement in the Purchase Price or (y) terminate this Agreement with notice to
Seller and Escrow Agent and receive a prompt return of the Earnest Money
Deposit, and neither party shall have any further liability or obligation
hereunder (except for the obligations of the parties set forth in this
Agreement which expressly survive the termination of this Agreement). If under
such circumstances Buyer fails to deliver notice to extend the Closing Date,
Buyer shall be deemed to have elected to waive the estoppel requirement and
proceed to Closing without abatement of the Purchase Price.


          In addition
to the foregoing, the Closing Date, as it may have been extended in accordance
with the provisions of the preceding paragraph, may also be extended by Buyer
for one additional period of up to twenty (20) days by written notice to Seller
and Escrow Agent at least five (5) days prior to the then scheduled Closing
Date to permit Buyer to finalize all loan assumption, prepayment and/or
defeasance matters related to the Existing Loan. After the loan assumption, prepayment
and/or defeasance matters have been finalized, the Closing shall be held and
completed on the day that is three (3) business days following the finalization
of all loan assumption, prepayment and/or defeasance matters related to the
Existing Loan, or such earlier date as may hereafter be agreed to by Buyer and
Seller, commencing at 10:00 a.m. 


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Central Time through Escrow Agent or at such
other time or in such other manner as may hereafter be agreed to by Buyer and
Seller. In the event of Buyer’s failure to finalize the loan assumption,
prepayment and/or defeasance matters by the Closing Date, as it may have been
extended by Buyer or Seller as provided above, Buyer shall be obligated to
prepay or defease the Existing Loan, as required by Section 14(c). However,
notwithstanding anything to the contrary set forth in the foregoing provisions
of this paragraph or elsewhere in this Agreement, in no event whatsoever shall
the Closing Date be later than 5:00 p.m., Central Time, on December 27, 2012.


                         (b)          In
order to assure compliance with the requirements of Section 6045 of the
Internal Revenue Code of 1986, as amended (the “Code”), and any related
reporting requirements of the Code, the parties agree as follows:


                                        (i)          Escrow
Agent is designated as the person to be responsible for all information
reporting under Section 6045(e) of the Code.


                                        (ii)         Seller
and Buyer shall:


	
 

	
 

	
 


	
 

	
(A)

	
provide to Escrow Agent all information and certifications regarding
such party, as reasonably requested by Escrow Agent or otherwise required to
be provided by a party to the transaction described herein under
Section 6045 of the Code; and


	
 

	
 

	
 


	
 

	
(B)

	
provide to Escrow Agent such party’s taxpayer identification number
and a statement (on Internal Revenue Service Form W-9 or an acceptable
substitute form, or on any other form the applicable current or future Code
sections and regulations might require and/or any form requested by Escrow
Agent), signed under penalties of perjury, stating that the taxpayer
identification number supplied by such party to Escrow Agent is correct.




          3.            Condition of Title.


                         (a)          Title.
Title to the Property shall be good and indefeasible and insurable as such by
the Title Company pursuant to the standard stipulations and conditions of the
Title Insurance, and otherwise free and clear of all liens and encumbrances
except for the Permitted Exceptions. 


                         (b)          Survey.
Seller has delivered a copy of the Existing Survey to Buyer. During the
Inspection Period, Buyer, at Buyer’s option and expense may, but shall not be
obligated to, cause the Existing Survey to be updated or a new survey (in
either event, the “Survey”) to be prepared by a surveyor and in a form
acceptable to Buyer. If Buyer elects not to obtain the Survey, all matters
which would be reflected on a current survey of the Property shall be deemed to
be Permitted Exceptions. The Purchase Price has been fixed without regard to
the area of the Property and is not to be abated or changed should the Survey
prove an area different from the area of the Property described herein. The
Special Warranty Deed shall contain the legal description of the Fee Parcel
attached hereto. The Assignment and Assumption of Ground Lease shall contain
the legal description of the Leasehold Parcel 


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attached hereto. If the Survey contains a
different legal description of the Fee Parcel and/or the Leasehold Parcel,
Seller will quitclaim any additional property to Buyer. Nothing contained in
this Agreement, including the legal descriptions attached hereto, shall
constitute any warranty, representation or agreement by Seller as to the
location of separate lots in, or acreage of, the Property.


                    (c)          Title Defects.
Buyer shall cause the Title Company to deliver the Title Commitment, together
with copies of the exceptions to title referred therein, to Seller and Buyer.
At least five (5) business days prior to the expiration of the Inspection
Period, Buyer shall submit to Seller a written notice from Buyer (the
“Title Notice”) specifying (A) any alleged defects in or objections to the
title to the Property, and/or (B) its disapproval of any of the matters shown
on the Existing Survey or the Survey. Buyer shall be deemed to have waived its
right to make objection at the time of the Title Notice to matters shown in the
Title Commitment or on the Existing Survey or the Survey unless Buyer shall
have timely given to Seller the Title Notice which specified Buyer’s objection.
Seller shall cause any mortgage or other lien voluntarily created by Seller
(other than the Existing Loan) to be paid and discharged at or prior to
Closing. Seller shall have no obligation to cure any other alleged defect or
objection raised in the Title Notice, except as specifically provided in this
Section. Seller shall have the right, at its sole option, upon written notice
to Buyer given within two (2) business days following receipt of the Title
Notice, to notify Buyer of its intent to (A) remove any encumbrance or other
title objection or (B) elect not to do (A), in which event Buyer will have the
right to make the election set forth below. Failure by Seller to deliver a
notice of elections pursuant to this subparagraph shall be deemed an election
by Seller under clause (B). If Seller elects, or is deemed to have elected, not
to do (A), Buyer may elect, by written notice given to Seller prior to the
expiration of the Inspection Period, as its sole right and remedy, either
(i) to take such title to the Property as Seller can convey, with no
abatement of the Purchase Price, or (ii) to terminate this Agreement and
to receive on written demand by Buyer to Seller and Escrow Agent the return of
the Earnest Money Deposit. Upon the delivery of Buyer’s notice to terminate
under clause (ii) above to Escrow Agent and Seller, this Agreement shall be and
become null and void and neither party shall have any further rights or
obligations hereunder (except for the indemnity obligations of Buyer to Seller
as set forth in this Agreement which shall survive the cancellation of this
Agreement). If Buyer makes no election prior to the expiration of the
Inspection Period, Buyer is deemed to have elected to take such title to the
Property as Seller can convey, with no abatement of the Purchase Price. 


                    (d)          Failure of Title.
Further, if Seller, after notifying Buyer of its intention to do so, fails to
remove any defects or objections to the title to the Property that were
identified by Buyer in a Title Notice or if Seller fails to remove any other
material defects to the title to the Property disclosed after the Inspection
Period which were not previously identified in the Title Commitment, the
Existing Survey or the Survey, Buyer may elect, as its sole right and remedy,
either (i) to take such title to the Property as Seller can convey, with
no abatement of the Purchase Price, or (ii) to terminate this Agreement
and to receive on written demand by Buyer to Seller and Escrow Agent the return
of the Earnest Money Deposit; provided, however, if such failure is a result of
any intentional act or omission of Seller, such failure shall constitute a
Seller default. Upon the delivery of Buyer’s notice to terminate under clause
(ii) above to Escrow Agent and Seller, this Agreement shall be and become null
and void and neither party shall have any further rights or obligations
hereunder (except for the indemnity obligations set forth in this Agreement
which shall survive the cancellation of this Agreement). If under such
circumstances Buyer fails to deliver notice, Buyer shall be deemed to have
elected to take such title to the Property as Seller can convey, with no abatement
of the Purchase Price.


-10-





                    (e)          Reliance
on Title Insurance. Notwithstanding anything contained in this Agreement to
the contrary, with respect to all matters affecting title to the Property and
any liens or other encumbrances affecting the Property, Buyer acknowledges and
agrees it will, at Closing, rely primarily upon the Title Insurance. If Buyer
has a claim which may be properly asserted under its Title Insurance and the
subject matter of that claim also constitutes a breach of any warranty made by
Seller in the Special Warranty Deed or Assignment and Assumption of Ground
Lease, Buyer agrees that, to the extent its Title Insurance permits, (i) it
will look first to its Title Insurance for recovery on such claim, and (ii)
although Buyer may assert a claim against Seller for a breach of a
representation, warranty or covenant by delivering a Warranty Notice in
accordance with the provisions of Section 18 (b)(iii) with respect to such
claim, Buyer will not pursue such claim unless and until Buyer has pursued its
remedies against the Title Company to final judgment and has not been made
whole, and Seller will remain liable for such breach, subject to the provisions
of Section 19 (b), to the extent recovery is not obtained by Buyer under its
Title Insurance. The provisions of this Section shall survive Closing. 


          4.       Possession, Assignment of Agreements and Leases.


                    (a)          Existing Leases;
New Leases. Seller shall, prior to Closing, cause the Property to be
operated in substantially the same manner as it is operated as of the date
hereof. If Seller wishes to execute any renewal or modification of an existing
lease or any new lease for occupancy of space in the Property (each, a “New Lease”)
between the date hereof and the end of the Inspection Period, Seller shall
immediately advise Buyer, shall furnish Buyer copies of all letters of intent
and lease drafts, if any, with any such prospective tenant, shall keep Buyer
closely informed of all negotiations with any such prospective tenant and shall
give due consideration to any comments or suggestions made by Buyer. If Buyer
and Seller disagree on how to proceed with any such prospective tenant, and
Seller, notwithstanding such disagreement, elects to execute a New Lease with
such prospective tenant prior to the expiration of the Inspection Period,
Seller shall give written notice to Buyer of such election prior to execution
by Seller and Buyer shall have two (2) business days from the date of such
notice to elect to reconsider and agree to the terms of the New Lease or
terminate this Agreement by written notice to Seller in which event the Earnest
Money Deposit shall be returned to Buyer, provided nothing herein shall limit
Buyer’s termination rights pursuant to Section 14(e) of this Agreement. If
Buyer fails to respond to such notice, Buyer shall be deemed to have elected to
reconsider and to agree to the terms of the New Lease. 


                    If
Seller wishes to execute a New Lease between the end of the Inspection Period
and the Closing Date, such New Lease will be submitted to Buyer for approval,
which approval shall not be unreasonably withheld, prior to execution by
Seller. Buyer agrees to notify Seller in writing within two (2) business days
after delivery to Buyer of Buyer’s approval or disapproval thereof, including
all Tenant Inducement Costs and leasing commissions to be incurred in
connection therewith. In the event that such New Lease is delivered by Seller
to Buyer following the end of the Inspection Period and before the Closing
Date, and Buyer does not approve such New Lease, Seller shall not enter into
such New Lease and this Agreement shall remain in full force and effect. In the
event that Buyer at any time fails to timely notify Seller in writing of its
approval or disapproval, such failure shall be deemed approval by Buyer. 


                    At
Closing, Buyer shall reimburse Seller for any Tenant Inducement Costs, leasing
commissions or other expenses paid by Seller in connection with any New Lease
approved, or deemed approved, by Buyer and any other amounts designated as
Buyer’s responsibility on Exhibit 4(a). Seller shall be responsible for those
Tenant Inducement Costs, 


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leasing commissions or other expenses incurred
by Seller in connection with the tenant commonly known as Spec’s Wines,
Spirits, and Finer Foods, and which are shown in greater detail on Exhibit
4(a); provided, however, that to the extent that such amounts have not been
paid by Seller to the tenant prior to Closing, those amounts shall be credited
to Buyer at Closing whereupon they shall be the responsibility of the Buyer. For
purposes hereof, the term “Tenant Inducement Costs” means any out-of-pocket
payments required under a Lease to be paid by the landlord thereunder to or for
the benefit of the tenant thereunder which is in the nature of a tenant
inducement, including specifically, without limitation, tenant improvement
costs (including landlord’s work), space planning costs, construction management
fees, lease buyout costs, and moving, design, refurbishment, club membership
allowances and reasonable legal fees and expenses, but specifically excluding
free rent. All such New Leases and the presently existing Leases are
collectively herein called the “Existing Leases”. The termination of any of the
Existing Leases prior to Closing by reason of the expiration of its term or by
reason of the tenant’s default shall not excuse Buyer from its obligation to
complete Closing and to pay the full Purchase Price. Seller shall give Buyer
prompt notice of the termination of any of the Existing Leases prior to
Closing. Notwithstanding the foregoing, Seller shall not terminate any Existing
Leases after the end of the Inspection Period without Buyer’s prior written
consent.


                    (b)          Existing Agreements.
Seller shall also assign to Buyer at the completion of Closing, if assignable,
all Assigned Existing Agreements. The existing management agreement and
all leasing agreements shall be terminated at Closing and shall not be assigned
to Buyer. The termination of any of the Assigned Existing Agreements prior to
Closing by reason of the expiration of its term or by reason of a default
thereunder shall not excuse Buyer from its obligation to complete Closing and
to pay the full Purchase Price. 


                    (c)          Tenant
Estoppel Letters. Seller shall use good faith efforts (but without
obligation to incur any unreasonable cost or expense) to obtain and deliver to
Buyer prior to Closing, a Tenant Estoppel Letter dated no more than forty-five
(45) days prior to Closing and made a part hereof signed by each tenant
occupying space in the Property. Seller shall obtain and deliver to Buyer prior
to Closing, as a condition precedent to Buyer’s obligation to proceed to
Closing, a Tenant Estoppel Letter (i) from each Major Tenant and (ii) from
other tenants Existing Leases which cover seventy-five percent (75%) (the
“Required Tenant Estoppel Percentage”) of the remaining leased net rentable area
of the Property. In determining whether the foregoing requirement has been
satisfied, Buyer agrees not to object to (i) any non-material (as determined in
Buyer’s reasonable judgment) qualifications or modifications which a tenant may
make to the form of Tenant Estoppel Letter, or (ii) any modification to a
Tenant Estoppel Letter necessary to conform it to the requirements of such
tenant’s Lease, provided such modification is consistent with such tenant’s
lease. Seller agrees to deliver copies of Tenant Estoppel Letters to Buyer
prior to submission to tenants for Buyer’s review and comment. Buyer shall have
five (5) business days following delivery of copies of the Tenant Estoppel
Letters to provide suggested modifications for Seller’s consideration. Seller further
agrees to deliver copies of executed Tenant Estoppel Letters within three (3)
business days after receipt from tenants and will deliver originals thereof to
Buyer at Closing. If Seller does not obtain a Tenant Estoppel Letter from a
sufficient number of tenants to meet the Required Tenant Estoppel Percentage,
then, unless Buyer waives the condition precedent, at Seller’s election, Seller
may either (x) extend Closing pursuant to Section 2.4(a) of this Agreement in
order to give Seller additional time to continue its good faith efforts to
obtain a Tenant Estoppel Letter from a sufficient number of tenants to meet the
Required Tenant Estoppel Percentage and/or (y) execute an estoppel certificate
with respect to leases comprising up to ten percent (10%) of the leased net
rentable area of the Property in order to satisfy the estoppel requirements
hereof, 


-12-





provided in no event shall the Seller have
the right to deliver any landlord estoppel letter for any Major Tenant. If
Seller elects to execute a Tenant Estoppel Letter for any portion of the leased
net rentable area of the Property and thereafter receives and delivers to Buyer
a Tenant Estoppel Letter for such respective tenant, Seller shall be released
from any liability under the Tenant Estoppel Letter executed by Seller. This
provision shall survive Closing.


          5.          Apportionments.


                       (a)          (i)          Taxes, Assessments and Other.
Real estate taxes and annual municipal or special district assessments (on the
basis of the actual fiscal years for which such taxes are assessed), sums paid
to or paid or payable by Seller under the Assigned Existing Agreements, rentals
paid by Seller under the Ground Lease, as certified by the Ground Lease
Estoppel Letter, and rentals and other sums paid to and received by Seller
under the Existing Leases shall be apportioned at Closing pro rata between
Buyer and Seller on a per diem basis as of the Closing Date with Buyer entitled
to income, and charged with expenses, for the Closing Date. Any and all real
estate taxes and annual municipal or special district assessments that are due
and payable at Closing shall be paid in full by Seller at or prior to Closing. 


                                     (ii)          Percentage
Rents and Tenant Reimbursements. If the apportionment of any percentage
rents for the month in which the Closing occurs cannot be precisely determined
at the time of Closing, Seller and Buyer shall reasonably estimate the
apportionment of such sums, and such estimated sums shall be apportioned at
Closing pro-rata between Buyer and Seller on a per diem basis as of the date of
Closing, and such apportionment shall be final and not subject to further
adjustment following Closing. 


          If
as of the Closing Date Seller has actually incurred and paid more than it has
billed to tenants in estimated calendar year 2012 (but not prior calendar
years) operating expenses, real estate taxes and assessments (after giving
effect to amounts credited by Seller to Buyer under Section 5(a)(i) above) or
other payments, Seller shall receive a credit for the amount of such shortage
at Closing. If as of the Closing Date Seller has actually incurred and paid
less than it has received from tenants in estimated calendar year 2012 (but not
prior calendar years) operating expenses, real estate taxes and assessments
(after giving effect to amounts credited by Seller to Buyer under Section
5(a)(i) above) or other payments, Buyer shall receive a credit for the amount
of such excess at Closing. The foregoing prorations shall be final and not
subject to further adjustment following Closing.


                                     (iii)          Arrearages.
Except as set forth in Exhibit 5(a) and except for tenant reimbursements for
calendar year 2012 (for which provision is made in Section 5(a)(ii) above), any
rents, percentage rents or tenant reimbursements payable by tenants after the
Closing Date but applicable to periods on or prior to the Closing Date shall be
remitted to Seller by Buyer promptly after receipt. The amounts set forth in
Exhibit 5(a) to the extent not paid on or before the Closing Date shall be
credited by Buyer to Seller on the Closing Date and Buyer shall be entitled to
retain such amounts when paid. Buyer shall have no obligation to collect
delinquencies other than to submit invoices of past due amounts (which amounts
will be provided by Seller to Buyer) to tenants at the time of current billing
for up to three (3) months following the Closing Date, but should Buyer collect
any delinquent rents or other sums which cover periods prior to the Closing
Date and for which Seller received no proration or credit, Buyer shall remit
same to Seller promptly after receipt. Seller may pursue collection efforts
(other than termination or eviction) against tenants for such amounts following
the Closing Date. 


-13-





Seller will promptly remit to Buyer after
receipt any rents, percentage rents or tenant reimbursements received by Seller
after Closing which are attributable to periods occurring on or after the
Closing Date. Undesignated receipts after Closing received by either Buyer or
Seller from tenants shall be applied first to then current rents and
reimbursements for such tenant(s), then to delinquent rents and reimbursements
attributable to post-Closing Date periods, and then to delinquent rents and
reimbursements attributable to pre-Closing Date periods.


                                  (iv)          No Tax Bill.
If, on the Closing Date, final bills for the real estate taxes imposed upon the
Property for the tax fiscal years in which Closing occurs have been issued but
shall not have been paid, such taxes shall be prorated at the time of Closing.
If such bills shall not have been issued on the Closing Date or, if the same
have been issued but based upon an estimate rather than a definitive tax
amount, then the amount of the taxes shall be prorated based on the tax rate
and/or assessed valuation last fixed. To the extent that the actual taxes and
assessments payable during the year of Closing differ from the amount
apportioned at Closing, the parties shall make all necessary by appropriate
payments between themselves following Closing. Real estate taxes which are
payable by any tenant directly to the taxing authority shall not be apportioned
hereunder, and Buyer shall accept title subject to any of such charges unpaid
and shall look solely to the tenant responsible therefor for the payment of the
same.


                    (b)          Tenant Security Deposits.
At Closing, Seller shall pay to Buyer or, at Buyer’s request, credit against
the Purchase Price the amount of all security deposits then held by or for
Seller under the Existing Leases. If any security deposits shall be held by
Seller in the form of letters of credit or surety bonds, Seller shall assign
its rights thereunder to Buyer and shall cooperate reasonably with Buyer in
respect of the reissuance of any such letters of credit or bonds in the name of
Buyer. After Closing, until such letters of credit or bonds have been reissued in
the name of Buyer, Seller shall hold each such letter of credit for the benefit
of Buyer and shall draw on such letter of credit at Buyer’s direction, until a
substitute letter of credit is drawn in favor of Buyer and notification of
delivery of such substitute letter of credit is given to Seller by Buyer,
whereupon Seller shall promptly surrender such letter of credit to the
applicable tenant, provided, however, that Buyer shall indemnify, defend and
hold harmless Seller from any charge or claim from a third party that such
post-closing draw request was improper or in violation of such letter of credit
or surety bond. Seller shall reciprocally indemnify, defend and hold harmless
Buyer from any charge or claim from a third party that any pre-closing draw request
was improper or in violation of such letter of credit or surety bond. During
the pendency of this Agreement, Seller shall only apply security deposits in
the ordinary course of business following default. 


                    (c)          Utility Readings.
Seller shall use reasonable efforts to obtain readings of the gas (if any),
water, electric and other utility meters, if any, on the Property as of the
Closing Date. At or prior to Closing, Seller shall pay all charges based upon
such meter readings. However, if after reasonable efforts Seller is unable to
obtain readings of any meters prior to Closing, Closing shall be completed
without such readings and utility charges will be prorated based on Seller’s
reasonable estimate thereof. To the extent that the utility charges differ from
the amount apportioned at Closing, the parties shall make all necessary by
appropriate payments between themselves following Closing.


                    (d)          Existing
Loan. If the Existing Loan is prepaid or defeased by Buyer on the Closing
Date, Seller shall be entitled to the refund of any deposits or reserves held
by 


-14-





Lender for taxes, insurance or other items.
If the Existing Loan is assumed by Buyer on the Closing Date, Buyer shall
credit Seller at Closing an amount equal to any deposits or reserves held by
Lender for taxes, insurance or other items, to the extent such deposits and
reserves are transferred to Buyer. Interest on the Existing Loan shall be pro
rated between Seller and Buyer as of the Closing Date with Seller responsible
for interest for the period from the payment date to the Closing Date and Buyer
responsible for interest on and after the Closing Date.


                    (e)           Closing
Costs.


                                   (i)          Seller
shall pay:


                                                 (A)          Any
and all state, county and/or municipal transfer taxes imposed upon the
transactions contemplated hereby;


                                                 (B)          The
costs, if any, of satisfying any monetary liens (other than the Existing Loan)
required to be satisfied by Seller, curing title defects for any title defects
Seller elects to cure and recording any curative title documents for any title
defects Seller elects to cure;


                                                 (C)          The
costs of recording the Special Warranty Deed;


                                                 (D)          The
costs of recording the Assignment and Assumption of Ground Lease;


                                                 (E)          100%
of the costs of Title Insurance (excluding the cost of title endorsements
requested by Buyer, which shall be borne by Buyer as provided below);


                                                 (F)          100%
of the brokerage commission payable to Seller’s Broker incurred in connection
with the transactions contemplated herein, if and when this transaction closes,
in an amount equal to one percent (1%) of the Purchase Price


                                                 (G)          One-half
of Escrow Agent’s fees; and


                                                 (H)          Seller’s
attorneys’ fees.


                                   (ii)         Buyer
shall pay:


                                                 (A)          The
costs of Buyer’s due diligence investigations;


                                                 (B)          If
Buyer elects to assume the Existing Loan, all assumption fees charged by the
holder of the Existing Loan and all costs and expenses, including attorneys’
fees and out of pocket expenses, charged by such holder or otherwise incurred
with respect to the Buyer’s assumption of the Existing Loan, or, If Buyer
elects not to assume the Existing Loan, all prepayment or defeasance fees,
costs and expenses, including attorneys’ fees and out of pocket expenses,
charged by the holder of the Existing Loan or otherwise incurred with respect
to the Seller’s prepayment of the Existing Loan on the Closing Date; 


-15-





                                                   (C)          Any
and all costs and expenses, including attorneys’ fees and out of pocket
expenses, if any, charged by the Ground Lessor in connection with the assignment
of the Seller’s ground leasehold interest in the Ground Lease to Buyer;


                                                   (D)          The
costs of the Phase I environmental site assessment to be obtained by Buyer;


                                                   (E)          The
costs of the Survey;


                                                   (F)          0%
of the cost of Title Insurance, except as provided in clause (H) below;


                                                   (G)          100%
of the brokerage commission payable to Buyer’s Broker (including any
co-brokerage fees payable by Buyer’s Broker to other participating brokers)
incurred in connection with the transactions contemplated herein, if and when
this transaction closes;


                                                   (H)          The
costs of any title endorsements requested by Buyer; 


                                                   (I)           One-half
of Escrow Agent’s fees; and


                                                   (J)          Buyer’s
attorneys’ fees. 


                                      (iii)       All
other costs and expenses incident to this transaction and the closing thereof
shall be paid by the party incurring same.


                       (f)           Final
Settlement. All prorations and adjustments, other than real estate taxes
and assessments and utilities, shall be final at Closing and not subject to
further adjustment. Utility charges shall be finally adjusted directly between
Seller and Buyer within sixty (60) days after the Closing Date. Real estate taxes
and assessments shall be finally adjusted directly between Seller and Buyer
within ten (10) business days after tax statements for calendar year 2012
become available (historically on or about October 1 of each calendar year).
The agreements with respect to prorations in this Section 5 shall survive
Closing.


          6.          Seller’s Representations.


                       (a)          Seller
hereby represents and warrants to Buyer as follows:


                                      (i)          Organization.
Seller is a general partnership, duly organized and validly existing under the
laws of the State of Texas, and has all requisite partnership power and
authority to carry on its business as now conducted.


                                      (ii)          Authorization.
Seller has the requisite power and authority to enter into and perform this
Agreement, and Seller has duly authorized (a) the execution of this Agreement
and all documents to be delivered by Seller at Closing and (b) the performance of
all of Seller’s obligations hereunder.


                                      (iii)          No Condemnation.
There are no existing or, to Seller’s actual knowledge (without investigation
on Seller’s part), pending or overtly threatened condemnation proceedings or
deeds in lieu of condemnation affecting the Property. 


-16-





                                     (iv)          Litigation.
There is no existing or, to Seller’s actual knowledge (without investigation on
Seller’s part), pending or overtly threatened litigation involving Seller or
the Property, except as set forth on Exhibit 6(a)(iv) attached hereto.


                                     (v)           Existing
Leases. Seller has provided Buyer access on-site to or copies of all files
relating to the Existing Leases and, to Seller’s actual knowledge, has
delivered or made available to Buyer true, complete and correct copies of each
Existing Lease (including all amendments thereto). To Seller’s actual
knowledge, there are no Leases affecting the Property other than those listed
on the Rent Roll. To Seller’s actual knowledge, there are no unpaid Tenant
Inducement Costs under any Existing Leases other than as set forth in Exhibit
4(a) attached hereto. 


                                     (vi)          Assigned
Existing Agreements. Seller has provided Buyer access on-site to or copies
of all files relating to the Assigned Existing Agreements and, to Seller’s
actual knowledge, has delivered or made available to Buyer true, complete and
correct copies of each Assigned Existing Agreement (including all amendments
thereto). To Seller’s actual knowledge, there are no service contracts, service
agreements and other similar instruments affecting the Property other than the
Assigned Existing Agreements.


                                     (vii)         FIRPTA.
Seller is not a “foreign person” (as defined in the Code and Income Tax
Regulations). The provisions of the Foreign Investment in Real Property Tax Act
of 1980, as amended, are not applicable to this transaction.


                                     (viii)        OFAC.
Neither Seller nor, to Seller’s knowledge, any of its affiliates, nor any of
their respective partners, members, shareholders or other equity owners, and
none of their respective employees, officers, directors, representatives or
agents, is a person or entity with whom U.S. persons or entities are restricted
from doing business under regulations of the Office of Foreign Asset Control
(“OFAC”) (including those named on OFAC’s Specially Designated and Blocked
Persons List and/or on any other list of terrorists or terrorist organizations
maintained pursuant to any of the rules and regulations of OFAC or pursuant to
any other applicable executive orders (such lists are collectively referred to
as the “Lists”)) or under any statute, executive order (including Executive
Order No. 133224, 66 Fed. Reg. 49079 (Sept. 25, 2001)), or other governmental action.


                                     (ix)          No
Options to Purchase. Seller has not entered into any other contracts for
the sale of the Property or any portion thereof. 


                                     (x)           Property
Taxes. Neither Seller nor any of Seller’s predecessors within the past five
(5) years has claimed, with respect to any of the Property, the benefit of any
law permitting a special use valuation for the purposes of obtaining a lower ad
valorem tax rate. A change in the ownership or use of the Property from its
present ownership and use will not trigger liability for “rollback” taxes or
other assessments for prior years.


                                     (xi)          Governmental
Matters. Seller, to Seller’s actual knowledge, has not received written
notice from any governmental authorities or agencies of uncured violations at
the Property of building, fire, air pollution or zoning codes, rules,
ordinances or regulations, environmental and hazardous substances laws, or
other rules, ordinances or regulations relating to the Property.


-17-





                                     (xii)          Environmental
Matters. Seller, to Seller’s actual knowledge, has not received written
notice of any violation of any Environmental Law from any governmental agency.
Seller, to Seller’s actual knowledge, has not received written notice from any
neighboring landowner of any claim of any violation of any Environmental Law.


                       (b)          Deliveries.
On or before October 15, 2012, Seller also agrees that it will furnish or make
available on-site to Buyer true copies of the following: 


                                     (i)             Copies
of all plans and specifications relating to the Property to the extent
currently in Seller’s or Seller’s property manager’s possession or control;


                                     (ii)            Copies
of 2010, 2011, and 2012 year-to-date books and records (excluding, however,
internal memoranda, financial projections, appraisals and projected budgets)
customarily prepared by or at Seller’s request with respect to the Property,
including, without limitation, to the extent so prepared, all ledgers, records
of income, expense, capital expenditures, deposit receipts, utility bills and
property tax bills for such calendar years or portions thereof, to the extent
currently in Seller’s, or its property manager’s, possession or control;


                                     (iii)           Copies
of all Assigned Existing Agreements and other management, service, maintenance
and other contracts, if any, currently in force with respect to the Property to
the extent currently in Seller’s or its property manager’s, possession or
control;


                                     (iv)           Copies
of all Existing Leases currently in force with respect to the Property,
delinquency reports, rent rolls, and tenant lease files including, without
limitation, all notices to or from tenants, copies of all letters of credit,
insurance certificates, and financial reports, if any, to the extent currently
in Seller’s, or its property manager’s, possession or control;


                                     (v)            Copies
of all operating permits, licenses and certificates of occupancy issued with
respect to the Property to the extent currently in Seller’s or its property
manager’s, possession or control;


                                     (vi)           Copies
of insurance certificates or other customary evidence of all existing insurance
coverage with respect to the Property; 


                                     (vii)          Copies
of all notices to or from any governmental entity or insurance company to the
extent currently in Seller’s, or its property manager’s, possession or control;



                                     (viii)         Copies
of environmental reports (“Seller’s Reports”) to the extent currently in
Seller’s, or its property manager’s, possession or control; provided that Buyer
first executes and delivers a non-reliance letter to Seller in form acceptable
to Seller;


                                     (ix)           Copies
of the Ground Lease;


                                     (x)            Copies
of the Existing Loan Documents; and


-18-





                                     (xi)          Copies
of all Materials and any other documentation reasonably requested by Buyer to
the extent currently in Seller’s, or its property manager’s, possession or
control and not expressly excluded above.


                       (c)          NO WARRANTY.
NOTWITHSTANDING THE PRIOR PROVISIONS OF THIS SECTION TO THE CONTRARY, BUYER
ACKNOWLEDGES AND UNDERSTANDS THAT SOME OF THE MATERIALS DELIVERED BY SELLER
HAVE BEEN PREPARED BY PARTIES OTHER THAN SELLER. EXCEPT AS EXPRESSLY PROVIDED
IN SECTION 6(A) ABOVE, SELLER MAKES NO REPRESENTATION OR WARRANTY WHATSOEVER,
EXPRESS OR IMPLIED, AS TO THE COMPLETENESS, CONTENT OR ACCURACY OF THE
DELIVERED MATERIALS WHETHER OR NOT PREPARED BY SELLER.


                       (d)          All
references in this Section 6 or elsewhere in this Agreement to “Seller’s actual
knowledge” shall refer solely to the actual knowledge of Jacqueline Miller
Stewart, and shall not be construed to refer to the knowledge of any other
partner, employee, officer, director, shareholder or agent of Seller or any
affiliate of Seller, and shall not include imputed or constructive knowledge.
Notwithstanding anything contained herein to the contrary, Jacqueline Miller
Stewart, shall have no personal liability hereunder.


          7.          Buyer Representations.
Buyer hereby represents to Seller as follows:


                       (a)          Organization.
Buyer is a corporation duly organized and validly existing under the laws of
the State of Texas and has all requisite power and authority to carry on its
business as now conducted.


                       (b)          Authorization.
Buyer has the requisite power and authority to enter into and perform this
Agreement, and Buyer has duly authorized (a) the execution of this Agreement
and all documents to be delivered by Buyer at Closing and (b) the performance
of all of Buyer’s obligations hereunder. 


                       (c)          OFAC.
Neither Buyer nor, to Buyer’s knowledge, any of its affiliates, nor, to Buyer’s
knowledge, any of their respective partners, members, shareholders or other
equity owners, and, to Buyer’s knowledge, none of their respective employees,
officers, directors, representatives or agents, is a person or entity with whom
U.S. persons or entities are restricted from doing business under regulations
of OFAC (including those named on any of the Lists or under any statute,
executive order (including Executive Order No. 133224, 66 Fed. Reg. 49079 (Sept.
25, 2001)), or other governmental
action. Notwithstanding anything contained hereinto the contrary, for the
purposes of this provision, the phrase “any of its affiliates, nor any of their
respective partners, members, shareholders or other equity owners” shall not
include (x) any holder of a direct or indirect interest in a publicly traded
company whose shares are listed and traded on a United States national stock
exchange, or (y) any limited partner, unit holder or shareholder owning an
interest of five percent (5%) or less in Buyer or in the holder of any direct
or indirect interest in Buyer.


          8.          Conditions
Precedent to Closing.


                       (a)          Buyer
shall not be obligated to close under this Agreement unless each of the
following conditions (to the extent material) shall exist on the Closing Date:


-19-





                                     (i)            Title
Insurance. The Title Company shall commit unconditionally in writing to
Buyer to issue the Owner Policy in accordance with the provisions of Article 3
of this Agreement.


                                     (ii)           Accuracy of Representations.
The representations and warranties made by Seller in this Agreement shall be
true and correct as of the Closing Date in all material respects with
appropriate modifications permitted under this Agreement; provided, however,
Buyer shall have no right to assert a failure of this condition based upon any
change in any representation to the extent that such change was known to Buyer
prior to the end of the Inspection Period.


                                     (iii)          Tenant
Estoppel Letters. Seller shall have delivered to Buyer the Tenant Estoppel
Certificates required pursuant to the terms of Section 4(c). 


                                     (iv)          Closing
Deliveries. Seller shall have delivered to Buyer all of the items required
to be delivered to Buyer pursuant to the terms of Section 9.


                                     (v)           Ground
Lease Estoppel Letter. The parties shall have obtained the Ground Lease
Estoppel Letter.


          If
Buyer does not close under this Agreement because the condition(s) set forth
above are not satisfied, Buyer shall have the right to terminate this Agreement
upon written notice to Seller and Escrow Agent and immediately receive a return
of the Earnest Money Deposit. Upon the return of the Earnest Money Deposit by
Escrow Agent to Buyer, this Agreement shall be and become null and void and
neither party shall have any further rights or obligations hereunder (except
for the indemnity obligations of Buyer to Seller and Seller to Buyer as set
forth in this Agreement, which shall survive the cancellation of this Agreement);
provided, however, if Buyer does not close under this Agreement because the
condition(s) set forth above are not satisfied due to an intentional act or
omission of Seller, it shall be deemed an event of default by Seller, and Buyer
shall have the remedies set forth in Section 10(b) below for such default. 


                       (b)         Seller
shall not be obligated to close under this Agreement unless each of the
following conditions (to the extent material) shall exist on the Closing Date:


                                     (i)          Purchase
Price. Seller shall have received the Purchase Price.


                                     (ii)          Accuracy of Representations.
The representations and warranties made by Buyer in this Agreement shall be
true and correct as of the Closing Date in all material respects with
appropriate modifications permitted under this Agreement.


                                     (iii)          Closing
Deliveries. Buyer shall have delivered to Seller all of the items required
to be delivered to Seller pursuant to the terms of Section 9.


                                     (iv)          Ground
Lease Estoppel Letter. The parties shall have received the Ground Lease
Estoppel Letter.


                                     (v)           Existing
Loan. Buyer shall have obtained the Loan Approval or irrevocably committed
to prepay or defease the Existing Loan.


-20-





          If
Seller does not close under this Agreement because the condition set forth in
subsection (iv) is not satisfied through no act or omission of Buyer, it shall
not be an event of default by Buyer, however Seller shall have the right to
terminate this Agreement upon written notice to Buyer and Escrow Agent and
return of the Earnest Money Deposit to Buyer. Upon the return of the Earnest
Money Deposit by Escrow Agent to Buyer, this Agreement shall be and become null
and void and neither party shall have any further rights or obligations
hereunder (except for the indemnity obligations of Buyer to Seller and Seller
to Buyer as set forth in this Agreement, which shall survive the cancellation
of this Agreement). The failure of any other condition precedent set forth
above shall be deemed an event of default by Buyer, and Seller shall have the
remedies set forth in Section 10(a) below for such default. 


          9.          Deliveries at Closing.


                       (a)          Seller’s Deliveries.
On the Closing Date, Seller shall execute (as indicated) and deliver to the
Title Company (or make available at the Property if so indicated and not
required to be at the Title Company for Closing) the following (collectively,
the “Seller Deliveries”):


                                     (i)             The
Special Warranty Deed.


                                     (ii)            The
Assignment and Assumption of the Ground Lease.


                                     (iii)           The
Bill of Sale.


                                     (iv)           The
Assignment and Assumption Agreement. 


                                     (v)            A
current and updated Rent Roll without warranty, representation or recourse.


                                     (vi)           If
requested by the Title Company, a bills paid affidavit and a resolution to
evidence the capacity of the signatory for Seller.


                                     (vii)          The
FIRPTA Certification.


                                     (viii)       
Possession of the Property free and clear of all parties in possession except
under the Existing Leases, and (to the extent in Seller’s possession) all keys,
codes and other security devices for the Property (to be made available at the
Property).


                                     (ix)           The
Tenant Notices.


                                     (x)            Copies
(to the extent in Seller’s possession or control) of all books and records for
the orderly transition of operation of the Property (to be made available at
the Property).


                                     (xi)           The
originals (to the extent in Seller’s possession or control) of all Existing
Leases, all Assigned Existing Agreements, and all other materials owned by
Seller relating to the maintenance and operation of the Property and which are
currently in Seller’s possession or control (to be made available at the
Property).


                                     (xii)          The
Tenant Estoppel Letters to the extent required pursuant to Section 4(c). 


-21-





          (xiii)     The
Ground Lease Estoppel Letter duly executed by Seller and Ground Lessor.


                                     (xiv)          If
Lender Approval has been obtained and the Loan Assumption Documents to be
executed by Seller (if any) have been delivered to Seller, the Loan Assumption
Documents required to be executed by Seller (if any).


                                     (xv)           Termination
of the existing management agreement.


                                     (xvi)          Termination
of any Existing Lease or occupancy agreement with Seller, Seller’s managing
agent and any affiliate of Seller for any portion of the Property; except as
follows: (A) Seller’s managing agent may continue to lease Suite 635-205
(managing agent’s office) containing approximately 1,238 square feet, more or
less, located at 5959 Royal Lane, Dallas, Texas 75230, under the terms of the
Existing Lease between Seller and Seller’s managing agent at the current rent
of $14.50 per rentable square foot for a term of up to six(6) months following
Closing, terminable on two (2) days’ written notice to Buyer; and (B) Seller’s
managing agent may continue to occupy Suite 635-202 (managing agent’s
conference room), located at 5959 Royal Lane, Dallas, Texas 75230, at no rent
for up to one (1) week following Closing.


                                     (xvii)         The
Update Certificate.


                                     (xviii)        A
Lien Waiver executed by Seller’s Broker.


                                     (xix)          Any
other documents which Seller is obligated to deliver to Buyer pursuant to this
Agreement.


                       (b)          Buyer’s Deliveries.
On the Closing Date, Buyer shall execute (as indicated) and deliver to the
Title Company the following:


                                     (i)              The
Assignment and Assumption of the Ground Lease.


                                     (ii)             The
Assignment and Assumption Agreement.


                                     (iii)            The
Tenant Notices. 


                                     (iv)            If
Lender Approval has been obtained, the Loan Assumption Documents required to be
executed by or on behalf of Buyer.


                                     (v)             A
Lien Waiver executed by Buyer’s Broker.


                                     (vi)            If
requested by the Title Company, a resolution executed by the appropriate
parties to evidence the capacity of the signatory for Buyer.


                                     (vii)           That
portion of the Purchase Price payable in cash at Closing.


                                     (viii)          Any
other documents which Buyer is obligated to deliver to Seller pursuant to this
Agreement.


-22-





          10.        Default.


                       (a)          Buyer Default.
If Buyer shall have refused to complete Closing in accordance with this
Agreement (other than pursuant to a right granted in this Agreement), then as
Seller’s sole and exclusive remedy, the Earnest Money Deposit shall be paid to
Seller by Escrow Agent and the Earnest Money Deposit shall be retained by
Seller as liquidated damages and not as a penalty; provided, however, Seller
agrees to give Buyer one (1) written notice of a Buyer default and two (2)
business days following delivery of such notice to cure such default before
Seller shall be entitled to retain the Earnest Money Deposit; and provided,
further, such obligation of Seller to give Buyer such written notice and right
to cure shall not be applicable at Closing if Seller shall have satisfied
Seller’s conditions precedent to Closing set forth in Section 8(a). The receipt
of the Earnest Money Deposit shall be Seller’s sole and exclusive remedy in the
event of Buyer’s default hereunder, and Seller in such event hereby waives any
right, unless Closing is completed, to recover the balance of the Purchase
Price or any other amount. Seller and Buyer agree that the actual damages to
Seller in the event of such breach are impractical to ascertain as of the date
of this Agreement and the amount of the Earnest Money Deposit is a reasonable
estimate thereof. If Seller shall retain the Earnest Money Deposit as
liquidated damages, this Agreement shall be and become null and void. Nothing
in this Section 10 shall limit Seller’s rights against Buyer or Buyer’s rights
against Seller by reason of any indemnity obligations set forth in this
Agreement all of which shall survive the termination of this Agreement. 


                       (b)          Seller Default.
Buyer agrees that Buyer’s sole and exclusive remedy for any default by Seller
will be to either (i) terminate this Agreement and receive the Earnest Money
Deposit, or (ii) to commence or maintain an action against Seller for specific
performance under this Agreement. Any action against Seller for specific
performance under this Agreement must be commenced by Buyer within thirty (30)
days following the Closing Date. In no event (i.e., even upon the occurrence of
a Seller default) may Buyer ever pursue, commence or maintain an action for, or
otherwise collect, damages from Seller. Buyer may not pursue an action for
specific performance or other equitable relief in the absence of a Seller
default. 


          11.        Notices; Computation of Periods.


                       (a)          Notices.
All notices given by either party to the other shall be in writing and shall be
sent either (i) by United States Postal Service registered or certified mail,
postage prepaid, return receipt requested, (ii) by nationally recognized
overnight courier service for next business day delivery, addressed to the
other party at the following addresses listed below or (iii) via facsimile
transmission to the facsimile numbers listed below; provided, however, that if
such communication is given via facsimile, an original counterpart of such
communication shall concurrently be sent in the manner specified in clause (ii)
above. Addresses and facsimile numbers of the parties are as follows:


	
 

	
 


	
As to
Seller:

	
Preston
Royal Realty Company

Attention: Jacqueline Miller Stewart

5959 Royal Lane, Suite 634-205

Dallas, Texas 75230

Telephone:
214/559-2740

Facsimile:214/521-4326




-23-









	
 

	
 


	
with a copy
at

the same time to:

	

Bell Nunnally & Martin LLP

Attention: Jean Pierre Boyea

3232 McKinney Avenue, Suite 1400

Dallas, Texas 75204

Telephone: 214/740-1439

Facsimile: 214/740-5739


	
 

	
 


	
As to Buyer:

	
Tenel H.
Tayar

AmREIT Realty Investment Corporation

8 Greenway Plaza, Suite 1000

Houston, TX 77046

Telephone: 713-860-4941

Facsimile:713-850-0498

Email: ttayar@amreit.com


	
 

	
 


	
with a copy
at

the same time to:

	

T. Gaillard Uhlhorn

Bass, Berry & Sims PLC

The Tower at Peabody Place

100 Peabody Place, Suite 900

Memphis, TN 38103

Telephone: 901-543-5943

Facsimile: 901-543-5999

Email: guhlhorn@bassberry.com


	
 

	
 


	
With a copy
to

Escrow Agent:

(if required)

	



Janine Barber

Republic Title of Texas, Inc.

Dallas Uptown Commercial 

2626 Howell St,10th Floor 

Dallas, TX 75204 

Telephone: (214) 855-8863

Facsimile: (214) 855-8898

Email: jbarber@republictitle.com




or to such other address as the respective parties may hereafter
designate by notice in writing in the manner specified above. Any notice may be
given on behalf of any party by its counsel. Notices given in the manner
aforesaid shall be deemed sufficiently served or given for all purposes under
this Agreement upon the earliest of (i) actual receipt or refusal by the
addressee, or (ii) one day following the date of delivery to a nationally
recognized overnight courier service.


-24-





                       (b)          Computation of Periods.
If the final day of any period of time in any provision of this Agreement falls
upon a Saturday, Sunday or a holiday observed by federally insured banks in the
State in which the Property is located or by the United States Postal Service,
then, the time of such period shall be extended to the next day which is not a
Saturday, Sunday or holiday. Unless otherwise specified, in computing any
period of time described in this Agreement, 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 is so computed as to be included, unless such last day
is a Saturday, Sunday or holiday in which event the period shall run until the
end of the next day which is neither a Saturday, Sunday or holiday.


          12.        Fire or Other Casualty.


                       (a)          Risk
of Loss and Casualty Insurance. Prior to Closing, Seller shall have
full risk of loss or damage with respect to the Property. Upon Closing, full
risk of loss or damage with respect to the Property shall pass to Buyer. For
purposes of this Section, “loss or damage” shall mean the following (i) any
loss, damage, destruction or injury by fire, storm, accident, vandalism, flood
or other casualty or hazard to the Property; and (ii) any condemnation, eminent
domain or other similar proceeding. Seller agrees to maintain in effect until
the Closing Date the fire and extended coverage insurance policies now in
effect on the Property.


                       (b)          Casualty Damage.
If the Property shall be damaged or destroyed by fire or other casualty or
vandalism between the date of this Agreement and the Closing Date, subject to
subparagraph (c) below, the obligation of Buyer to complete Closing under this
Agreement shall in no way be voided or impaired, and Buyer shall be required to
accept the Property in its then damaged conditioned without abatement of the
Purchase Price. If any such damage or destruction occurs after the date of this
Agreement, the proceeds of all fire and extended coverage insurance policies
attributable to the Property received by Seller and not used by Seller for the
repair of the Property (and Buyer hereby authorizes Seller to use the proceeds
for such purpose) shall be disbursed by Seller to Buyer at Closing or thereafter
immediately upon receipt by Seller and Seller shall also pay to Buyer at
Closing the amount of any deductible; and all unpaid claims under such
insurance policies attributable to the Property shall be assigned by Seller to
Buyer on the date of Closing and there shall be no reduction in the Purchase
Price by reason of such unpaid claim except that the Purchase Price shall be
reduced by the amount of any deductible. 


                       (c)          Right of Termination.
Notwithstanding any of the preceding provisions of this Section 12, if the
Property shall be substantially damaged by vandalism, fire or other insured
casualty prior to the Closing Date, Buyer shall have the right to terminate
this Agreement by written notice to Seller. Upon such termination, the Earnest
Money Deposit shall be returned by Escrow Agent to Buyer, neither party shall
have any further rights or obligations hereunder (except the indemnity
obligations of Buyer to Seller and Seller to Buyer set forth in this Agreement
which shall survive the termination of this Agreement), and this Agreement
shall be null and void. Substantial damage shall mean such damage that would
either (i) cost, in the reasonable judgment of Seller’s independent insurance
adjuster, at least two percent (2%) of the Purchase Price to repair to its
prior condition, (ii) permit any Major Tenant to terminate its Lease, or (iii)
permit tenants with leases comprising an aggregate of 15,000 leased net
rentable area of the Property to terminate their respective lease(s). If Buyer
desires to terminate this Agreement pursuant to this subparagraph (c), Buyer
must give a written notice of termination to Seller within ten (10) business
days following Buyer’s receipt of Seller’s notice of the occurrence 


-25-





of the casualty and of Seller’s independent
insurance adjuster’s reasonable estimate of the cost of repair. 


          13.        Assignability.



                       (a)          Limited Assignment.
Subject to the further limitations in subparagraph (b) below, prior to Closing
Buyer may, without the prior written consent of Seller, assign this Agreement,
and all, but not part, of Buyer’s rights under this Agreement, to an entity (i)
which is qualified to do business in the State in which the Property is
located, and (ii) which is directly or indirectly controlled by the entity
owning all or substantially all of the interests in Buyer or is an investment
fund of, or investment advisory client of, Buyer; provided, however, that such
assignment shall not release or relieve Buyer of and from any liability or
obligation under this Agreement, and Buyer shall continue to be primarily
liable to Seller under this Agreement. No such assignment shall be effective,
however, unless and until Buyer shall have furnished to Seller both an executed
copy of the assignment and assumption agreement, in form reasonably
satisfactory to Seller, by the assignee to assume, perform and be responsible,
jointly and severally with the Buyer named herein, for the performance of all
of the obligations of Buyer under this Agreement, and which contains a
representation by the assignee that all of the representations and warranties
made by Buyer in this Agreement are true and correct with respect to the
assignee as of the date of the assumption agreement (or if the assignee is a
different form of entity, the applicable representation shall be modified as
appropriate). Seller shall have the right to rely in good faith on the
genuineness and validity of the notice from Buyer of an assignment and to
convey the Property to the assignee without liability to Buyer or any other
person. Buyer shall indemnify and save Seller harmless from and against any
such liability in connection with such conveyance to the assignee.


                       (b)          Prohibited Assignments.
Notwithstanding the foregoing provisions of subparagraph (a), Buyer shall have
no right to assign this Agreement (i) to any person who, or to any entity
which, has as a direct or indirect majority owner a person with a felony
criminal record or currently under a felony criminal indictment; or (ii) to any
person who, or entity which, cannot make the Buyer OFAC representation.


                       (c)          Successors and Assigns.
Except as provided in subparagraph (a), Buyer may not assign or suffer an
assignment of this Agreement and its rights under this Agreement, without the
prior written consent of Seller, which consent Seller may deny in its sole and
absolute discretion. Subject to the foregoing limitations, this Agreement shall
extend to, and shall bind, the respective heirs, executors, personal
representatives, successors and assigns of Seller and Buyer.


          14.        Inspection Period.


                       (a)          Right to Inspect.
Buyer, and Buyer’s agents and representatives, shall have the right, from time
to time, between the Effective Date and 5:00 p.m., Central Standard Time, on
November 2, 2012 (“Inspection Period”), during normal business hours, to
enter upon the Property for the purpose of examining the financial and
operating books and records relating to the Property maintained by or for the
benefit of Seller, interviewing tenants of the Property and conducting such
non-destructive physical engineering, feasibility and other studies and tests
on or of the Property as Buyer considers to be appropriate (including a Phase I
environmental assessment report and a structural engineering report, but
excluding, without Seller’s prior written consent, any invasive testing),
testing of machinery and equipment, taking 


-26-





of measurements, making of surveys and
generally for the reasonable ascertainment of the physical condition of the
Property; provided, however, that Buyer shall (i) give Seller at least one (1)
business day prior notice of the time, place and purpose of such entry and
permit a representative of Seller to accompany Buyer; (ii) restore any damage
to the Property or any adjacent property caused by such actions; (iii)
indemnify, defend and save Seller and, as the case may be, its partners,
trustees, shareholders, directors, officers, employees and agents harmless of
and from any and all liabilities which Seller and its partners, trustees,
shareholders, directors, officers, employees and agents may suffer related to
property damage or personal injury, to the extent caused by such entry and such
activities; (iv) give Seller at least one (1) business day prior notice of the
time and place of any tenant interview, and permit a representative of Seller
to be present at each tenant interview; and (v) prior to entry onto the
Property, furnish Seller with a certificate of general liability and property
damage insurance maintained by Buyer with single occurrence coverage of at
least $5,000,000.00 and naming Seller and its management agent as additional
insureds. Notwithstanding the generality of the foregoing, Buyer agrees (i) not
to conduct any tenant interviews on or before October 26, 2012, (ii) to provide
at least one (1) business day prior notice to Seller of the tenants Buyer
desires to interview (not to exceed tenants occupying in excess of 75% of the
net leasable area of the Property) and (iii) to permit a representative of the
Seller to be present at all tenant interviews. All such inspection rights shall
be subject to the rights of tenants under the Existing Leases. 


                       (b)          No Liens Permitted.
Nothing contained in this Agreement shall be deemed or construed in any way as
constituting the consent or request of Seller, express or implied by inference
or otherwise, to any party for the performance of any labor or the furnishing
of any materials to the Property or any part thereof, nor as giving Buyer any
right, power or authority to contract for or permit the rendering of any
services or the furnishing of any materials that would give rise to the filing
of any liens against the Property or any part thereof.


                       (c)          Assumption
of the Existing Loan. Buyer and Seller agree that in connection with the
sale of the Property, it shall be a condition precedent to the Closing
obligations of Seller that Buyer either (i) assume the Existing Loan (the “Loan
Assumption”), or (ii) prepay and/or defease the Existing Loan. Buyer shall make
such election, and notify Seller in writing, before noon, Central Time, on
November 2, 2012. If Buyer elects to assume the Existing Loan and is unable to
obtain Lender Approval (as hereinafter defined) prior to Closing, Buyer shall
nonetheless proceed to Closing, in which event Buyer shall prepay and/or
defease the Existing Loan at Closing at Buyer’s sole expense.


                                     (i)           Assumption
of the Existing Loan Documents. In connection with the Closing and, if
Buyer so elects, the Loan Assumption, Buyer shall have the right to contact
Lender regarding the Loan Assumption. Seller and Buyer agree to promptly
furnish all applications and reasonable information requested by Lender, shall
reasonably cooperate with Lender and each other in expediting the Loan
Assumption approval process, and Buyer shall keep Seller closely advised of
Buyer’s communication with Lender. In connection with the Loan Assumption, the
parties will diligently pursue negotiations of an assumption agreement (and
such other documents, instruments, certificates and/or legal opinions as may be
required by Lender (collectively, the “Loan
Assumption Documents”)). The Loan Assumption Documents shall provide a
release of Seller in a form reasonably acceptable to Seller.


                                     (ii)          Assumption
Fees. Buyer shall pay (a) any and all fees and charges associated with the
Lender Approval; (b) any and all loan transfer fees and debt assumption fees
due to Lender in connection with the Loan Assumption; and (c) any and all 


-27-





fees charged by Lender in connection with the drafting and negotiating
of the Loan Assumption Documents. Each of Buyer and Seller shall pay their
respective attorneys’ fees incurred in connection with the Loan Assumption. 


                                     (iii)          Lender
Approval. Lender’s conditional approval of the Loan Assumption, together
with a final version of the Loan Assumption Documents providing for a full
release of Seller from all obligations and liabilities with respect to the Loan
first accruing from and after Closing, shall constitute “Lender Approval”.
Buyer will deliver draft copies of the Loan Assumption Documents to Seller
promptly after receipt from Lender and will deliver executed originals of the
Loan Assumption Documents at Closing. Buyer shall be responsible for any and
all prepayment fees and/or costs in connection with the payoff or defeasance of
the Existing Loan including, without limitation, any prepayment fee. 


                       (d)          Ground
Lease Estoppel Letter. Buyer and Seller agree that in connection with the
sale of the Property, it shall be a condition precedent to the Closing
obligations of Seller and Buyer that Buyer obtain the Ground Lease Estoppel
Letter. If the parties are unable to obtain the Ground Lease Estoppel Letter by
the end of the Inspection Period, then either party may terminate this
Agreement, the Earnest Money shall be returned to Buyer and neither party shall
have any further liability hereunder (except for the indemnity obligations of
Buyer to Seller and Seller to Buyer under this Agreement which shall survive
termination of this Agreement). Seller and Buyer agree to promptly furnish all
reasonable information requested by Ground Lessor, and shall reasonably
cooperate with Ground Lessor in expediting the Ground Lessor approval process.
In connection therewith, the parties will diligently pursue any reasonable
changes to the form of Ground Lease Estoppel Letter requested by Ground Lessor.
Each of Buyer and Seller shall pay their respective attorneys’ fees incurred in
connection any negotiation of the form of Ground Lease Estoppel Letter. Neither
Seller nor Buyer shall be obligated to pay incur any additional cost or expense
in connection therewith. Seller will deliver a copy of the executed Ground
Lease Estoppel Letter promptly after receipt from Ground Lessor and will
deliver the executed original Ground Lease Estoppel Letter at Closing.


                       (e)          Right of Termination.
If Buyer, in Buyer’s sole and absolute discretion, determines that it is not
satisfied with the Property for any or no reason, or fails to obtain Lender’s
consent to the assumption of the Existing Loan by Buyer, Buyer shall have the
right on or prior to the expiration of the Inspection Period to terminate this
Agreement. In the event that Buyer is satisfied with the Property and other
matters contemplated herein and chooses to proceed with the transaction
contemplated by this Agreement, Buyer will give Seller written notice
(“Continuation Notice”) on or prior to the expiration of the Inspection
Period. In the event that Buyer does not provide such Continuation Notice to
Seller by the expiration of the Inspection Period, then Buyer will be deemed to
have elected to terminate this Agreement pursuant to this Section 14(e). In
such event, this Agreement shall immediately terminate (except for the
indemnity obligations of Buyer to Seller and Seller to Buyer under this
Agreement which shall survive termination of this Agreement) and the Earnest
Money Deposit shall be returned to Buyer, as Buyer’s sole and exclusive remedy.
Upon termination of this Agreement by Buyer, as a condition to the return of
the Earnest Money Deposit, Buyer shall return the due diligence materials
delivered by Seller to Buyer and shall furnish a copy of reports obtained by Buyer
with respect to the Property to Seller.


                       (f)          Financing.
Except for the provisions of this Agreement related to the assumption,
prepayment or defeasance of the Existing Loan, there is no financing
contingency to Buyer’s obligations under this Agreement.


-28-





          15.        Condemnation.


                       (a)          Taking.
If any part of the Property shall be taken by exercise of the power of eminent
domain after the date of this Agreement, subject to the provisions of
subparagraph (b) below, this Agreement shall continue in full force and effect
and there shall be no abatement of the Purchase Price. Seller shall be
relieved, however, of its duty to convey title to the portion so taken, but
Seller shall, on the Closing Date, assign to Buyer all rights and claims to any
awards arising therefrom as well as any money theretofore received by Seller on
account thereof net of any expenses to Seller, including reasonable attorneys’
fees of collecting the same. Seller shall promptly furnish Buyer with a copy of
the declaration of taking promptly after Seller’s receipt thereof. If Seller
fails to permit Buyer to approve the settlement of any condemnation claim and
Buyer, in Buyer’s good faith reasonable judgment, determines that the final
condemnation award will not adequately compensate for the portion of the
Property lost as a result of such taking, then Buyer may terminate this
Agreement by written notice to Seller no later than the fifth (5th) business
day following Buyer’s receipt of notice of such final condemnation award.


                       (b)          Material Taking.
If any taking a portion of the Property materially interferes with the use of
the Property for the purposes for which it is currently used, Buyer may
terminate this Agreement, by written notice to Seller and Escrow Agent within
ten (10) days of Seller’s notice to Buyer of such a taking. Upon the giving of
such termination notice, the Earnest Money Deposit shall be returned to Buyer
by Escrow Agent and this Agreement shall become null and void, except for the
indemnity obligations of Buyer to Seller and of Seller to Buyer set forth in
this Agreement which will survive termination of this Agreement. If Buyer does
not timely give notice of termination, Buyer shall be deemed to have waived its
option contained in this Section 15(b) to terminate this Agreement, Buyer’s
obligations under this Agreement shall remain in effect notwithstanding such
condemnation and Buyer shall remain obligated to consummate the purchase in
accordance with the terms of this Agreement; provided, however, that Seller
shall, on the Closing Date (i) assign and remit to Buyer, and Buyer shall be
entitled to receive and keep, the net proceeds of any award or other proceeds
of such Material Taking which may have been collected by Seller as a result of
such Material Taking less the reasonable expenses incurred by Seller in
connection with such Taking, or (ii) if no award or other proceeds have been
collected, deliver to Buyer an assignment of Seller’s right to any such award
or other proceeds which may be payable to Seller as a result of such Material
Taking. As used herein, the term “Material Taking” shall mean any taking or
proposed taking by eminent domain which involves a taking of two percent (2%)
or more of the leased area of the Property as determined by an independent
appraiser chosen by Seller and Buyer, or which materially adversely affects
access to the Property on a permanent basis, or causes the Property to be in
violation of applicable zoning laws or parking requirements, which violation
cannot be cured, or which permits any tenant to terminate its lease.


          16.        Brokers. Buyer represents and warrants to Seller that
Buyer has dealt with no broker or other intermediary in connection with this
transaction or the Property other than Seller’s Broker and Buyer’s Broker.
Seller represents and warrants to Buyer that Seller has dealt with no broker or
other intermediary in connection with this transaction or the Property other
than Seller’s Broker and Buyer’s Broker. If any broker or other intermediary
other than Seller’s Broker or Buyer’s Broker claims to have dealt with Buyer or
Seller in connection with this transaction or the Property, to have introduced
the Property to Buyer for sale, or to have been the inducing cause of the sale,
the party under whom such broker or intermediary is 


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claiming shall indemnify, defend and save the
other party harmless of and from any claim for commission or compensation by
such broker or other intermediary. 


          17.        CONDITION OF PROPERTY.


                       (a)          NO WARRANTIES.
THE ENTIRE AGREEMENT BETWEEN SELLER AND BUYER WITH RESPECT TO THE PROPERTY AND
THE SALE THEREOF IS EXPRESSLY SET FORTH IN THIS AGREEMENT. THE PARTIES ARE NOT
BOUND BY ANY AGREEMENTS, UNDERSTANDINGS, PROVISIONS, CONDITIONS,
REPRESENTATIONS OR WARRANTIES (WHETHER WRITTEN OR ORAL AND WHETHER MADE BY
SELLER OR ANY AGENT, EMPLOYEE OR PRINCIPAL OF SELLER OR ANY OTHER PARTY) OTHER
THAN AS ARE EXPRESSLY SET FORTH AND STIPULATED IN THIS AGREEMENT OR IN THE
DOCUMENTS CONTEMPLATED UNDER THIS AGREEMENT TO BE EXECUTED AT CLOSING. WITHOUT
IN ANY MANNER LIMITING THE GENERALITY OF THE FOREGOING, BUYER ACKNOWLEDGES
THAT, AS OF THE CLOSING DATE, IT AND ITS REPRESENTATIVES SHALL BE DEEMED TO
HAVE FULLY INSPECTED THE PROPERTY, THE EXISTING LEASES AND ASSIGNED EXISTING
AGREEMENTS, OR PURSUANT TO THIS AGREEMENT WILL BE PROVIDED WITH AN ADEQUATE
OPPORTUNITY TO DO SO, ARE OR WILL BE FULLY FAMILIAR WITH THE FINANCIAL AND
PHYSICAL (INCLUDING WITHOUT LIMITATION, ENVIRONMENTAL AND SOIL COMPACTION)
CONDITION THEREOF, AND THAT THE PROPERTY, THE EXISTING LEASES AND ASSIGNED
EXISTING AGREEMENTS WILL BE PURCHASED BY BUYER (SUBJECT IN ALL EVENTS AND
CIRCUMSTANCES, AS TO THE PROPERTY, TO SELLER’S SPECIAL WARRANTY OF TITLE) IN AN
“AS IS” AND “WHERE IS” CONDITION AND WITH ALL EXISTING DEFECTS AS A RESULT OF
SUCH INSPECTIONS AND INVESTIGATIONS AND NOT IN RELIANCE ON ANY AGREEMENT,
UNDERSTANDING, CONDITION, WARRANTY (INCLUDING, WITHOUT LIMITATION, WARRANTIES
OF HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE) OR
REPRESENTATION MADE BY SELLER OR ANY AGENT, EMPLOYEE OR PRINCIPAL OF SELLER OR
ANY OTHER PARTY (EXCEPT AS EXPRESSLY ELSEWHERE PROVIDED IN THIS AGREEMENT) AS
TO THE FINANCIAL OR PHYSICAL (INCLUDING, WITHOUT LIMITATION, ENVIRONMENTAL AND
SOIL COMPACTION) CONDITION OF THE PROPERTY OR THE AREAS SURROUNDING THE
PROPERTY, AS TO ANY MATTER, INCLUDING WITHOUT LIMITATION AS TO ANY PERMITTED
USE THEREOF, THE ZONING CLASSIFICATION THEREOF OR COMPLIANCE THEREOF WITH
FEDERAL, STATE OR LOCAL LAWS, AS TO THE INCOME OR EXPENSE IN CONNECTION
THEREWITH, AS TO WHETHER OR NOT ANY PORTION THEREOF IS IN THE FLOOD PLAIN, OR
AS TO ANY OTHER MATTER IN CONNECTION THEREWITH. BUYER ACKNOWLEDGES THAT, EXCEPT
AS EXPRESSLY PROVIDED IN THIS AGREEMENT OR IN THE DOCUMENTS CONTEMPLATED UNDER
THIS AGREEMENT TO BE EXECUTED AT CLOSING, NEITHER SELLER, OR ANY AGENT OR
EMPLOYEE OF SELLER NOR ANY OTHER PARTY ACTING ON BEHALF OF SELLER HAS MADE OR
SHALL BE DEEMED TO HAVE MADE ANY SUCH AGREEMENT, CONDITION, REPRESENTATION OR
WARRANTY EITHER EXPRESSED OR IMPLIED. THIS PARAGRAPH SHALL SURVIVE CLOSING, AND
SHALL BE DEEMED INCORPORATED BY REFERENCE AND MADE A PART OF ALL DOCUMENTS
DELIVERED BY SELLER TO BUYER IN CONNECTION WITH THE SALE OF THE PROPERTY.


                       (b)          CHANGE OF CONDITIONS.
SUBJECT TO THE PROVISIONS OF THIS AGREEMENT, BUYER SHALL ACCEPT THE PROPERTY AT
THE TIME OF CLOSING IN THE SAME CONDITION AS THE SAME ARE IN AS OF THE
EXPIRATION OF THE


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INSPECTION PERIOD, AS SUCH CONDITION SHALL HAVE CHANGED BY REASON OF
NORMAL WEAR AND TEAR, DAMAGE BY FIRE OR OTHER CASUALTY AND VANDALISM. SUBJECT
TO THE PROVISIONS OF THIS AGREEMENT, WITHOUT LIMITING THE GENERALITY OF THE
FOREGOING, BUYER SPECIFICALLY ACKNOWLEDGES THAT THE FACT THAT ANY PORTION OF
THE PROPERTY OR ANY EQUIPMENT OR MACHINERY THEREIN OR ANY PART THEREOF MAY NOT
BE IN WORKING ORDER OR CONDITION AT THE CLOSING DATE BY REASON OF NORMAL WEAR
AND TEAR OR DAMAGE BY FIRE OR OTHER CASUALTY OR VANDALISM, OR BY REASON OF ITS
PRESENT CONDITION, SHALL NOT RELIEVE BUYER OF ITS OBLIGATION TO COMPLETE
CLOSING UNDER THIS AGREEMENT AND PAY THE FULL PURCHASE PRICE. NOTWITHSTANDING
THAT, EXCEPT AS PROVIDED IN THIS AGREEMENT, SELLER HAS NO OBLIGATION TO MAKE ANY
REPAIRS OR REPLACEMENTS REQUIRED BY REASON OF NORMAL WEAR AND TEAR, FIRE OR
OTHER CASUALTY, OR VANDALISM, SELLER MAY, AT ITS OPTION, MAKE ANY SUCH REPAIRS
AND REPLACEMENTS PRIOR TO THE CLOSING DATE IF SELLER BELIEVES SUCH REPAIRS AND
REPLACEMENTS ARE NECESSARY, DESIRABLE OR LEGALLY REQUIRED TO PROTECT THE
PROPERTY.


                    (c)     Condition of Delivery.
Seller has, subject to subparagraph (d) below, no obligation to deliver
the Property in a “broom clean” condition if it is currently not in broom clean
condition, and at Closing Seller may leave in the Property all items of
personal property and equipment, partitions and debris as are now presently
therein.


                    (d)     Seller Operation
of the Property. Notwithstanding the foregoing provisions of this Section
17, between the date of the execution of this Agreement and the Closing Date,
Seller shall, subject to the limitations and other provisions hereof, continue
to lease and operate the Property in a manner consistent with leasing and
operation on the date of this Agreement, shall comply in all material respects
with Seller’s obligations under the Existing Leases and Assigned Existing
Agreements, and shall perform all customary repairs (and emergency repairs, to
the extent necessary to remedy the emergency) to the Property as Seller has
customarily previously performed to maintain them in the same condition or
better as they are as of the date of the expiration of the Inspection Period,
as said condition shall be changed by normal wear and tear, damage by fire or
other casualty, or vandalism. Seller shall maintain all insurance which is in
effect as of the date this Agreement through the Closing Date. 


                    (e)     RELEASE.
WITHOUT LIMITING THE PROVISIONS OF SUBPARAGRAPH (a) ABOVE AND NOTWITHSTANDING
ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, BUYER HEREBY RELEASES
SELLER AND (AS THE CASE MAY BE) SELLER’S OFFICERS, DIRECTORS, SHAREHOLDERS,
TRUSTEES, PARTNERS, EMPLOYEES, MANAGERS AND AGENTS FROM ANY AND ALL CLAIMS,
DEMANDS, CAUSES OF ACTIONS, LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES
(INCLUDING ATTORNEYS’ FEES WHETHER THE SUIT IS INSTITUTED OR NOT) WHETHER KNOWN
OR UNKNOWN, LIQUIDATED OR CONTINGENT (HEREINAFTER COLLECTIVELY CALLED THE
“CLAIMS”) ARISING FROM OR RELATING TO (i) ANY DEFECTS, ERRORS OR OMISSIONS IN
THE DESIGN OR CONSTRUCTION OF THE PROPERTY WHETHER THE SAME ARE THE RESULT OF
NEGLIGENCE, OR OTHERWISE, OR (ii) ANY OTHER CONDITIONS, INCLUDING ENVIRONMENTAL
AND OTHER PHYSICAL CONDITIONS, AFFECTING THE PROPERTY WHETHER THE SAME ARE A
RESULT OF NEGLIGENCE OR OTHERWISE. THE RELEASE SET FORTH IN THIS SECTION
SPECIFICALLY INCLUDES, WITHOUT LIMITATION, ANY CLAIMS (INCLUDING INDEMNITY AND
CONTRIBUTION CLAIMS) UNDER ANY ENVIRONMENTAL LAWS OF THE UNITED


	
  

 	
  

 	
  

 
	
  

 	
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STATES, THE STATE IN WHICH THE PROPERTY IS LOCATED OR ANY POLITICAL
SUBDIVISION THEREOF OR UNDER THE AMERICANS WITH DISABILITIES ACT OF 1990, AS ANY
OF THOSE LAWS MAY BE AMENDED FROM TIME TO TIME AND ANY REGULATIONS, ORDERS,
RULES OF PROCEDURES OR GUIDELINES PROMULGATED IN CONNECTION WITH SUCH LAWS,
REGARDLESS OF WHETHER THEY ARE IN EXISTENCE ON THE DATE OF THIS AGREEMENT.
BUYER ACKNOWLEDGES THAT BUYER HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL
OF BUYER’S SELECTION AND BUYER IS GRANTING THIS RELEASE OF ITS OWN VOLITION AND
AFTER CONSULTATION WITH BUYER’S COUNSEL. 


                    (f)     Seller Reports.
Buyer acknowledges that Seller makes no warranties or representations regarding
the adequacy, accuracy or completeness of the Seller’s Reports or other
documents relating to the Seller’s Reports, if any, and Buyer shall have no
claim against Seller based upon the Seller’s Reports or such other documents
relating to the Seller’s Reports. Buyer further acknowledges that Buyer has had
full opportunity to perform such environmental and engineering investigations
as Buyer deems appropriate prior to entering into this Agreement or shall have
such opportunity during the Inspection Period, and Buyer obtained or shall
obtain, at Buyer’s option, its own environmental and engineering reports of the
Property.


                    (g)     Effect of Disclaimers.
Buyer acknowledges and agrees that the Purchase Price has been negotiated to
take into account that the Property are being sold subject to the provisions of
this Section 17.


          18.     Survival of Provisions.


                    (a)     Acceptance
by Buyer of the Seller’s Deliveries at Closing shall constitute an
acknowledgment by Buyer of full performance by Seller of all of Seller’s
obligations under this Agreement, except for those expressly set forth in this
Agreement which will expressly survive Closing.


                    (b)     Buyer’s
obligations under this Agreement which expressly require performance or
observance after the Closing Date shall survive Closing, notwithstanding any
presumption to the contrary.


                              (i)     Notwithstanding
any provision to the contrary set forth in this Agreement, the warranties and
representations of Seller (all herein called the “Surviving Warranties”) shall
survive Closing under this Agreement until six (6) months following the Closing
Date.


                              (ii)    If
Buyer (A) obtains actual knowledge that any of the Surviving Warranties are
breached prior to the Closing Date, (B) contemporaneously gives written notice
of such breach to Seller, and (C) Seller, using commercially reasonable
efforts, is unable to cure such breach within fifteen (15) following Seller’s
receipt of such notice, then Buyer’s sole right and remedy shall be to
terminate this Agreement by giving to Seller written notice of such termination
on or prior to the Closing Date. In any such event, the Closing Date shall be
extended to the end of such cure period. Upon the giving of such termination
notice, the Earnest Money Deposit shall be returned to Buyer by Escrow Agent
and this Agreement shall become null and void, except for the indemnity
obligations of Buyer to Seller and of Seller to Buyer set forth in this
Agreement which will survive termination of this Agreement. If Buyer fails to
give such written termination notice to Seller prior to Closing, Buyer shall be
deemed to have waived


	
  

 	
  

 	
  

 
	
  

 	
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any right or remedy (including, without limitation, any right under
this Agreement to terminate this Agreement) against Seller by reason of the
breach of such warranty. 


                              (iii)   Subsequent
to Closing, Seller shall have no liability to Buyer by reason of a breach or
default of any of the Surviving Warranties, unless Buyer shall have given to
Seller written notice (“Warranty Notice”) of such breach or default within
six (6) months after the Closing Date, and shall have given to Seller an
opportunity to cure any such breach or default within a reasonable period of
time after Buyer’s learning of such breach of warranty. In no event shall
Seller’s aggregate liability to Buyer by reason of any one or more breaches or
defaults of any covenants, indemnities, representations, warranties or other
breaches under this Agreement or any document delivered by Seller to Buyer at Closing
exceed $620,000.00 (such liability will be subject to floor of $50,000.00) and
Buyer will have no right to rescind this Agreement. Any litigation to enforce
any Surviving Warranty must be commenced on or before six (6) months following
the Closing Date, and if not commenced on or before such date, Buyer shall be
deemed to have waived its claims for such breach or default.


          19.     Limited Liability. 


                    (a)     Except
as expressly provided in Section 19(b), the obligations of Seller under this
Agreement or directly or indirectly arising out of this Agreement shall be
limited solely to Seller’s interest in the Property and neither Buyer nor any
one else claiming by or through Buyer shall have any claim against any other asset
of Seller or any partner of Seller. 


                    (b)     Seller
covenants that until six (6) months following the Closing Date, Seller shall
maintain its legal existence. If no claim has been made by Buyer against Seller
prior to six (6) months following the Closing Date, Seller may dissolve its
legal existence. If a claim has been made by Buyer against Seller prior to six
(6) months following the Closing Date, Seller shall maintain its legal
existence until Buyer’s claim is resolved or finally determined by a court of
competent jurisdiction. Buyer may seek actual damages (but not consequential,
exemplary or punitive damages) up to, but not in excess of, the amount of
$620,000.00, for Seller’s breach of the provisions of this Agreement that survive
Closing or for Seller’s breach of its obligations under the documents executed
by Seller and delivered to Buyer at Closing, if and only if all of the
conditions to Buyer’s recovery right set forth below occur. No suit may be
brought which is commenced after six (6) months following the Closing Date, nor
may any suit be brought that does not satisfy all of the following conditions
(with the burden of proving that such conditions have been satisfied falling on
Buyer):


                              (i)     Buyer
first becomes aware of such breach after the Closing Date;


                              (ii)    Buyer
provides the Warranty Notice on or before six (6) months following the Closing
Date; and


                              (iii)   If
Buyer’s claim is for a breach of any of Seller’s warranties or representations
contained in Section 6(a) made by Seller to the standard of knowledge, Seller
must have known that the warranty or representation was inaccurate at the time
made. 


          This
Section 19(b) shall survive Closing.


                    (c)     This
limitation of liability provision is a material inducement for Seller to enter
into this Agreement, and but for this provision Seller would not have entered
into this


	
  

 	
  

 	
  

 
	
  

 	
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Agreement.


          20.     Miscellaneous.


                    (a)     Captions or Headings; Interpretation.
The captions or headings of the sections, paragraphs, and subparagraphs of this
Agreement are for convenience only, and shall not control or affect the meaning
or construction of any of the terms or provisions of this Agreement. Wherever
in this Agreement the singular number is used, the same shall include the plural
and vice versa and the masculine gender shall include the feminine gender and
vice versa as the context shall require.


                    (b)     Amendments and Waivers.
No change, alteration, amendment, modification or waiver of any of the terms or
provisions of this Agreement shall be valid, unless the same shall be in
writing and signed by Buyer and Seller.


                    (c)     No Rule of Construction.
This Agreement has been negotiated at arms length by both Seller and Buyer, and
no rule of construction shall be invoked against either party with respect to
the authorship thereof or of any of the documents to be delivered by the
respective parties at Closing.


                    (d)     Counterparts.
This Contract may be executed in multiple counterparts each of which shall be
deemed an original but together shall constitute one agreement.


                    (e)     Applicable Law.
This Agreement shall be governed and construed according to the laws of the
State in which the Property is located.


                    (f)     Right to Waive Conditions or Contingency.
Either party may waive any of the terms and conditions of this Agreement made
for its benefit provided such waiver is in writing and signed by the party
waiving such term or condition.


                    (g)     Partial Invalidity.
If any term, covenant, condition or provision of this Agreement or the
application thereof to any person or circumstance shall be invalid or
unenforceable, at any time or to any extent, the remainder of this Agreement,
or the application of such term or provision to persons or circumstances other
than those as to which it is held invalid or unenforceable, shall not be
affected thereby. Each term, covenant, condition and provision of this Agreement
shall be valid and enforced to the fullest extent permitted by law.


                    (h)     Confidentiality.
Except for Buyer’s disclosure to its investors, attorneys, accountants,
consultants, potential lenders and potential partners, Seller and Buyer agree
to keep this Agreement confidential and not make any public announcements or
disclosures with respect to the subject matter of this Agreement without the
written consent of the other party. This provision shall survive Closing unless
Seller or Buyer is required to disclose such matter by law or for purposes of
regulatory compliance. 


                    (i)     Property Excluded.
This sale does not include, and Seller shall remove from the Property prior to
Closing, the items of personal property listed on Exhibit 20(i) attached
hereto. Prior to the Closing Date, Seller shall repair in a reasonable manner,
all holes and other damage to the building directly resulting from the removal
by Seller from the building of the items of property not included in this sale.


	
  

 	
  

 	
  

 
	
  

 	
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                    (j)     Agreement Not To Be Recorded.
This Agreement shall not be filed of record by or on behalf of Buyer in any
office or place of public record. If Buyer fails to comply with the terms
hereof by recording or attempting to record this Agreement or a notice thereof,
such act shall not operate to bind or cloud the title to the Property. Seller
shall, nevertheless, have the right forthwith to institute appropriate legal
proceedings to have the same removed from record. If Buyer or any agent, broker
or counsel acting for Buyer shall cause or permit this Agreement or a copy
thereof to be filed in an office or place of public record, Seller, at its
option, and in addition to Seller’s other rights and remedies, may treat such
act as a default of this Agreement on the part of Buyer. However, the filing of
this Agreement in any lawsuit or other proceedings in which such document is
relevant or material shall not be deemed to be a violation of this paragraph.


                    (k)    Time of the Essence.
Time, wherever specified herein for the performance by Seller or Buyer of any
of their respective obligations hereunder (including, without limitation the
time deadline for Buyer’s delivery of the Earnest Money Deposit under Section
2.2 and Buyer’s delivery of a Continuation Notice under Section 14), is hereby
made and declared to be of the essence of this Agreement.


                    (l)     Attorneys’
Fees. If either party commences legal proceedings for any relief against
the other party arising out of this Agreement or any documents, agreements,
exhibits or certificates contemplated hereby, the losing party shall pay the
prevailing party’s reasonable attorneys’ fees upon final settlement, judgment
or appeal thereof.


                    (m)    Jury
Trial. Seller and Buyer each hereby knowingly and unconditionally waive any
and all right to demand a jury trial in any action for the interpretation or
enforcement of this Agreement.


                    (n)     No
Partnership. Nothing contained in this Agreement shall be construed to
create a partnership or joint venture between the parties or their successors in
interest or permitted assigns.


                    (o)     Post Closing Audit.


                              (i)     Following
Closing, at the request of Buyer, and at Buyer’s expense, Seller shall make
available to Buyer the historical financial information (including any
underlying documentation) in Seller’s possession regarding the operation of the
Property to the extent required by Buyer or its successors in order to prepare
stand-alone audited financial statement for such operations and in accordance
with generally accepted accounting principles, as of the end of the fiscal year
2012 and any required subsequent date or period, and to cooperate (at Buyer’s
expense) with Buyer and any auditor engaged by Buyer for such purpose. Seller
has no obligation to incur any expense or assume any liability as a result of
such cooperation and Buyer agrees to indemnify, protect, defend and hold Seller
harmless from any liability with respect thereto. Seller shall, without
liability, recourse or cost to Seller, provide to Buyer’s designated
independent auditor the Audit Representation Letter. 


          In
addition, Seller covenants and agrees to cooperate reasonably with Buyer’s
accounting auditors in relation to a Rule 3-14 of the Securities and Exchange
Commission Regulation S-X audit for significant transactions. Such cooperation
will require access to accounting records of Seller only with respect to the
Property. To the extent necessary for Buyer to comply with such Rule 3-14,
Seller will make representations to the auditor about the


	
  

 	
  

 	
  

 
	
  

 	
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accounting records to the extent that they are no more onerous than the
representations already made about such records by Seller in this Agreement and
do not expand the liability of Seller beyond Seller’s liability under this
Agreement. Completion of this audit will not be required before Closing and
will not affect the Closing Date. Notwithstanding the foregoing, Seller shall
not be obligated to incur any third party cost or expense in connection with
the examination of Seller’s accounting records or such audit, and Buyer shall
be solely responsible for such costs and expenses. 


                              (ii)    Buyer
shall cooperate with Seller after Closing, at no cost to Buyer, in case of
Seller’s need in response to any legal requirement, a tax audit, tax return
preparation or litigation threatened or brought against Seller, by allowing
Seller and its agents or representatives access, upon reasonable advance notice
(which notice shall identify the nature of the information sought by Seller),
at all reasonable times to examine and make copies of any and all instruments,
files and records.


                    (p)     Facsimile
or .pdf. Signatures to this Agreement transmitted by telecopy or email
(.pdf) shall be valid and effective to bind the party so signing. Each party
agrees to promptly deliver an execution original to this Agreement with its
actual signature to the other party, but a failure to do so shall not affect
the enforceability of this Agreement, it being expressly agreed that each party
to this Agreement shall be bound by its own telecopied or emailed signature and
shall accept the telecopied or emailed signature of the other party to this
Agreement.


                    (q)     Section
1031 Exchange. Seller acknowledges that Buyer may effect a like-kind
exchange under Section 1031 of the Code. Accordingly, Seller agrees that it
will cooperate with Buyer to effect a tax-free exchange in accordance with the
provisions of Section 1031 of the Code and the regulations promulgated with
respect thereto. Buyer shall be solely responsible for any additional fees,
costs or expenses incurred in connection with the like-kind exchange
contemplated by this paragraph, and Seller shall not be required to incur any
debt, obligation or expense in accommodating Buyer hereunder. In no event shall
Buyer’s ability or inability to effect a like-kind exchange, as contemplated hereby,
in any way delay the Closing or relieve Buyer from its obligations and
liabilities under this Agreement. Buyer hereby agrees to indemnify and hold
harmless Seller from any liability, losses or damages incurred by Seller in
connection with or arising out of the Section 1031 like-kind exchange,
including but not limited to any tax liability.


                    (r)     Escrow
Agent. By their execution and delivery of this Agreement, Buyer and Seller
acknowledge and confirm that under certain circumstances deposits (including
the funds subject to this Agreement) may not be insured or fully insured by the
Federal Deposit Insurance Corporation (“FDIC”). Each party has made its own
analysis of FDIC insurance regulations affecting, or potentially affecting, the
funds subject to this Agreement and is not relying upon any advice from Escrow
Agent as to FDIC matters. Buyer and Seller understand and agree that Escrow
Agent is holding the escrow funds as agent and that the funds are not trust
funds. Simultaneously with final disbursement of the escrow funds pursuant to
this Agreement, Escrow Agent shall be released of all liability and
responsibility under this Agreement. Escrow Agent may act in reliance upon any
writing or instrument or signature which it, in good faith, believes to be
genuine. Escrow Agent may assume that any person purporting to give any
writing, notice, advice or instructions in connection with the provisions
hereof, has been duly authorized to do so. Escrow Agent undertakes and agrees
to perform only such duties as expressly set forth herein. The duty of Escrow
Agent hereunder shall be


	
  

 	
  

 	
  

 
	
  

 	
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limited to the safe keeping of the escrow funds and the disposition of
same in accordance with the provisions hereof. Escrow Agent shall have the
right, but not the obligation, to require a written statement signed by Buyer
and Seller confirming satisfaction of all conditions precedent to disbursement
of funds hereunder and authorizing disbursement of said funds, together with
accrued interest, if any. All notices to or from Escrow Agent shall be in
writing. Buyer and Seller hereby release Escrow Agent from any losses incurred
with respect to funds deposited hereunder by reason of the absence of or
insufficiency of FDIC insurance with respect to such funds. Buyer and Seller
acknowledge that Escrow Agent has entered into this Agreement at their specific
request and, in order to induce Escrow Agent to accept said escrow, do hereby
agree to indemnify and hold Escrow Agent harmless from all loss, cost and
expense, including reasonable attorneys’ fees and court costs, which it may
suffer or incur as a result of acting as Escrow Agent under this Agreement,
including, without limitation, claims arising with respect to the absence or
insufficiency of FDIC insurance for funds subject to this Agreement. In the
event of any dispute as to the disbursement of escrow funds or any claim
thereto by any party or person, Escrow Agent shall have the right to bring a
suit in interpleader in the Circuit Court for Dallas County, Texas naming the
parties to this Agreement and any other parties as may be appropriate in the
opinion of Escrow Agent. Buyer and Seller shall indemnify and hold harmless
Escrow Agent from all costs, including attorneys’ fees, in connection with such
interpleader action. Upon the filing of said suit and deposit of the balance of
escrow funds in the registry of the Court, Escrow Agent shall have the right to
withdraw from said suit, and all obligations of Escrow Agent shall cease and
terminate.


[SEE SIGNATURES ON THE FOLLOWING
PAGES]


	
  

 	
  

 	
  

 
	
  

 	
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          IN
WITNESS WHEREOF, the parties hereto, intending legally to be bound hereby, have
executed this Agreement as of the Effective Date.


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SELLER:

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 PRESTON ROYAL REALTY COMPANY, 

 
	
  

 	
 a Texas joint venture

 
	
  

 	
 By:

 	
 SC Preston Royal, Ltd.,

 
	
  

 	
  

 	
 a Texas limited partnership,

 
	
  

 	
  

 	
 Joint Venturer

 
	
  

 	
  

 	
 By:

 	
 SC Preston Royal GP, Inc.,

 
	
  

 	
  

 	
  

 	
 a Texas corporation,

 
	
  

 	
  

 	
  

 	
 Managing Partner

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 By:

 	
 /s/ Jacqueline Miller Stewart



 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 Jacqueline Miller Stewart,

 
	
  

 	
  

 	
  

 	
  

 	
 Vice President

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Tax Identification No: 75-1002194

 






	
  

 	
  

 	
  

 
	
  

 	
 -38-

 	
  

 













	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 BUYER:

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 AMREIT
 REALTY INVESTMENT CORPORATION,

 
	
  

 	
  

 	
 a Texas
 corporation

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 By:

 	
 /s/ Chad Braun



 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Name: 

 	
 Chad Braun



 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Title:

 	
 Vice President



 






	
  

 	
  

 	
  

 
	
  

 	
 -39-

 	
  

 










ESCROW AGENT’S AGREEMENT


          1.          Duties. Escrow Agent joins herein for the purpose of agreeing to comply
with the terms hereof insofar as they apply to Escrow Agent. Escrow Agent shall
receive and hold the Earnest Money Deposit in trust, to be disposed of in
accordance with the provisions of this joinder and the foregoing Agreement. The
Earnest Money Deposit shall be invested by Escrow Agent in an interest bearing
account at a national bank reasonably acceptable to Seller, Buyer and Escrow
Agent having assets in excess of one billion dollars.  


          2.          Indemnity. Escrow Agent shall not be liable to any party except for
claims resulting from the negligence or willful misconduct of Escrow Agent. If
any escrow is the subject of any controversy or litigation, the parties to the
Agreement shall jointly and severally indemnify and hold Escrow Agent harmless
from and against any and all loss, cost, damage, liability or expense,
including costs of reasonable attorneys’ fees to which Escrow Agent may be put
or which Escrow Agent may incur by reason of or in connection with such
controversy or litigation, except to the extent it is determined that such
controversy or litigation resulted from Escrow Agent’s negligence or willful
misconduct. If the indemnity amounts payable hereunder result from the fault of
Buyer or Seller (or their respective agents), the party at fault shall pay and
hold the other party harmless against such amounts.  


          3.          Conflicting Demands. If conflicting demands are made upon Escrow Agent
or if Escrow Agent is uncertain with respect to any escrow, the parties to the
Agreement expressly agree that Escrow Agent shall have the absolute right to do
either or both of the following: (i) withhold and stop all proceedings in
performance of any escrow and await settlement of the controversy by final
appropriate legal proceedings or otherwise as it may require; or (ii) file suit
for declaratory relief and/or interpleader and obtain an order from the court
requiring the parties to interplead and litigate in such court their several
claims and rights between themselves. Upon the filing of any such declaratory
relief or interpleader suit and tender of the Earnest Money Deposit to the
court, Escrow Agent shall thereupon be fully released and discharged from any
and all obligations to further perform the duties or obligations imposed upon
it. Buyer and Seller agree to respond promptly in writing to any request by
Escrow Agent for clarification, consent or instructions. Any action proposed to
be taken by Escrow Agent for which approval of Buyer and/or Seller is requested
shall be considered approved by the particular party if Escrow Agent does not
receive written notice of disapproval within five (5) business days after a
written request for approval is received by the party whose approval is being
requested the other party and Escrow Agent. Escrow Agent shall not be required
to take any action for which approval of Buyer and/or Seller has been sought
unless such approval has been received. No notice by Buyer or Seller to Escrow
Agent of disapproval of a proposed action shall affect the right of Escrow
Agent to take any action as to which such approval is not required.  


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 REPUBLIC
 TITLE OF TEXAS, INC. (“Escrow Agent”)

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By: 

 	
 /s/ Janine N. Barber



 
	
  

 	
  

 	
  

 	
   Its
 Authorized Agent

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Date: 

 	
 October 12, 2012



 


-40-





BUYER’S BROKER’S AGREEMENT


          1.          For and
in consideration of the foregoing Purchase and Sale Agreement, Buyer and
Venture Commercial Real Estate, LLC (“Buyer’s Broker”), agree that the Buyer’s
Broker shall be entitled to be paid a commission, as its sole compensation for
the Purchase and Sale Agreement and the sale of the Property, in an amount set
forth in a separate agreement. The commission shall be payable only if, as and
when Closing is completed and the Closing payment is paid to Buyer. Buyer’s
Broker agrees that it shall not be entitled to any commission if Seller or
Buyer terminates the Purchase and Sale Agreement or defaults thereunder.  


          2.          Buyer’s
Broker represents and warrants that Buyer’s Broker is a licensed real estate
broker in the State of Texas. 


          3.          Buyer’s
Broker agrees to treat the Purchase and Sale Agreement and the sale of the
Property as confidential. 


          4.          Buyer’s
Broker hereby irrevocably waives any rights Buyer’s Broker may have to file a
lien or other encumbrance of any type against all or any portion of the
Property for payment of Buyer’s Broker’s commission or other compensation. 


          5.          Buyer’s
Broker agrees not to disclose the Purchase Price. 


          IN WITNESS
WHEREOF, the undersigned has executed this Agreement as of the date first above
written. 


	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Date:
 October 12, 2012.

 	
  

 	
  

 	
  

 	
  

 




	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 BUYER’S
 BROKER:

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 VENTURE
 COMMERCIAL REAL ESTATE, LLC

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 By:

 	
 /s/ John P. Zikas

 
	
  

 	
  

 	
 Name: 

 	
 John P. Zikas

 
	
  

 	
  

 	
 Title:

 	
 Partner



 




-41-





SELLER’S BROKER’S AGREEMENT


          1.          For and
in consideration of the foregoing Purchase and Sale Agreement, Seller and Henry
S. Miller Interests, Inc. (“Seller’s Broker”), agree that the Seller’s Broker
shall be entitled to be paid a commission, as its sole compensation for the
Agreement of Sale and the sale of the Property, in the amount of one percent
(1%) of the Purchase Price. The commission shall be payable only if, as and
when Closing is completed and the Closing payment is paid to Seller. Seller’s
Broker agrees that it shall not be entitled to any commission if Seller or
Buyer terminates the Purchase and Sale Agreement or defaults thereunder.  


          2.          Seller’s
Broker represents and warrants that Seller’s Broker is a licensed real estate
broker in the State of Texas. 


          3.          Seller’s
Broker agrees to treat the Purchase and Sale Agreement and the sale of the
Property as confidential. 


          4.          Seller’s
Broker hereby irrevocably waives any rights Seller’s Broker may have to file a
lien or other encumbrance of any type against all or any portion of the
Property for payment of Seller’s Broker’s commission or other compensation. 


          5.          Seller’s
Broker agrees not to disclose the Purchase Price. 


          IN WITNESS
WHEREOF, the undersigned has executed this Agreement as of the date first above
written. 



	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Date:
 October 12, 2012.

 	
  

 	
  

 	
  

 	
  

 




	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 SELLER’S
 BROKER:

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 HENRY S.
 MILLER INTERESTS, INC.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 By:

 	
 /s/ Jacqueline Miller Stewart

 
	
  

 	
  

 	
 Name: 

 	
 Jacqueline Miller Stewart

 
	
  

 	
  

 	
 Title:

 	
 President



 





-42-





List of Exhibits


	
  

 	
  

 	
  

 
	
 Exhibit 1.2

 	
  

 	
 Assignment and Assumption Agreement

 
	
 Exhibit 1.3

 	
  

 	
 Assignment and Assumption of Ground Lease

 
	
 Exhibit 1.4

 	
  

 	
 Assigned Existing Agreements

 
	
 Exhibit 1.5

 	
  

 	
 Audit Representation Letter

 
	
 Exhibit 1.6

 	
  

 	
 Bill of Sale

 
	
 Exhibit 1.7

 	
  

 	
 Buyer’s Broker and Buyer’s Participating Brokers

 
	
 Exhibit 1.19

 	
  

 	
 Existing Loan Documents

 
	
 Exhibit 1.21

 	
  

 	
 FIRPTA Certification

 
	
 Exhibit 1.23

 	
  

 	
 Ground Lease Estoppel Letter

 
	
 Exhibit 1.32

 	
  

 	
 Schedule of Major Tenants

 
	
 Exhibit 1.39(a)

 	
  

 	
 Legal Description of Fee Parcel

 
	
 Exhibit 1.39(b)

 	
  

 	
 Legal Description of Leasehold Parcel

 
	
 Exhibit 1.40

 	
  

 	
 Rent Roll

 
	
 Exhibit 1.46

 	
  

 	
 Special Warranty Deed

 
	
 Exhibit 1.48

 	
  

 	
 Tenant Estoppel Letter

 
	
 Exhibit 1.50

 	
  

 	
 Tenant Notice

 
	
 Exhibit 1.56

 	
  

 	
 Update Certificate

 
	
 Exhibit 4(a)

 	
  

 	
 Tenant Inducement Costs and Leasing Commissions

 
	
 Exhibit 5(a)(ii)

 	
  

 	
 Rent Arrearages

 
	
 Exhibit 6(a)(iv)

 	
  

 	
 Litigation

 
	
 Exhibit 20(i)

 	
  

 	
 Personal Property

 


-43-






EXHIBIT 1.2


Assignment and Assumption Agreement


	
  

 	
  

 	
  

 
	
 THE STATE OF TEXAS

 	
 §

 	
  

 
	
  

 	
 §

 	
 KNOW ALL MEN BY THESE PRESENTS:

 
	
 COUNTY OF DALLAS

 	
 §

 	
  

 


          THAT,
PRESTON ROYAL REALTY COMPANY, a Texas joint venture (“Assignor”), hereby
transfers, assigns and sets over unto ____________ ____________(“Assignee”), all of Assignor’s right, title
and interest, if any, in and to any and all Existing Leases and Assigned
Existing Agreements set forth on Schedule 1 attached hereto and made a part
hereof (collectively, the “Assigned Contracts”), and to the extent
assignable without expense to Assignor, the interest of Assignor in and to
tenant lease files and correspondence relating to the Existing Leases, plans
and specifications with respect to the Property, promotional materials with
respect to the leasing of space within the Property, warranties and guaranties
relating to any of the other property to be conveyed pursuant to the Purchase
and Sale Agreement (as hereinafter defined), licenses and permits relating to
the Property, and all other property to be conveyed pursuant to the Purchase
and Sale Agreement, all as defined in that certain Purchase and Sale Agreement
(the “Purchase and Sale Agreement”) dated as of October ___, 2012,
between Assignor and Assignee.


          TO
HAVE AND TO HOLD the Assigned Contracts, subject to all applicable exceptions
(collectively, the “Permitted Exceptions”) set forth in that
certain Special Warranty Deed and Assignment and Assumption of Ground Lease,
each dated of even date hereof executed by Assignor to Assignee, together with
any and all security and other tenant deposits and rights and appurtenances
thereto in anywise belonging to Assignor, unto Assignee, its successors, legal
representatives and assigns FOREVER.


          Except
as otherwise expressly provided in Section 4(a) of the Purchase and Sale
Agreement, Assignor agrees to reimburse Assignee for any loss, cost, damage or
expense arising from or in connection with (a) any liabilities or obligations
of the landlord and/or owner under the Assigned Contracts, including, without
limitation, any liability for the payment of leasing or other commissions
attributable thereto, arising during Assignor’s period of ownership (but not
prior thereto), and (b) security and other tenant deposits not transferred to
Assignee, and Assignor shall be solely liable for such liabilities and
obligations.


          Except
as otherwise expressly provided in Section 4(a) of the Purchase and Sale
Agreement, Assignee assumes all Assignor’s obligations and liabilities under
the Assigned Contracts arising from and after the date hereof, acknowledges
receipt and sole liability for the return of all security and other tenant
deposits (to the extent delivered by Assignor to Assignee), and agrees to
reimburse Assignor for any loss, cost, damage or expense arising from or in
connection with any liabilities or obligations of the landlord and/or owner
under the Assigned Contracts, including any liability for the payment of
leasing or other commissions attributable thereto, arising from and after the
date hereof, and Assignee shall be solely liable for such liabilities and
obligations. This instrument may be executed in multiple counterparts, each of
which shall be deemed an original but together shall constitute one and the same
instrument.


-44-





          IN
WITNESS WHEREOF, this instrument has been executed as of (but not necessarily
on) this ___ day of _________________, 2012.


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 ASSIGNOR:

 	
  

 	
  

 
	
  

 
	
  

 	
 PRESTON ROYAL REALTY COMPANY, 

 	
  

 
	
  

 	
 a Texas joint venture

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 SC Preston Royal, Ltd.,

 	
  

 
	
  

 	
  

 	
 a Texas limited partnership,

 	
  

 
	
  

 	
  

 	
 Joint Venturer

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 By:

 	
 SC Preston Royal GP, Inc.,

 	
  

 
	
  

 	
  

 	
  

 	
 a Texas corporation,

 	
  

 
	
  

 	
  

 	
  

 	
 Managing Partner

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 By:

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	 



 	
  

 
	
  

 	
  

 	
  

 	
  

 	
        Jacqueline Miller Stewart,

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
        Vice President

 	
  

 






	
  

 	
  

 	
  

 	
  

 
	
  

 	
 ASSIGNEE:

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	 



 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
  

 	
  

 
	
  

 	
  

 	 



 	
  

 
	
  

 	
 Name:

 	
  

 
	
  

 	
 Title:

 	
  

 


-45-






SCHEDULE 1


List of Existing Leases and
Assigned Existing Agreements












-46-






EXHIBIT 1.3


Assignment and Assumption of Ground Lease


	
  

 	
  

 	
  

 
	
 THE STATE OF
 TEXAS

 	
 § 

 	
  

 
	
  

 	
 §

 	
 KNOW ALL MEN
 BY THESE PRESENTS:

 
	
 COUNTY OF
 DALLAS

 	
 §

 	
  

 



          THIS
ASSIGNMENT AND ASSUMPTION OF GROUND LEASE (this “Agreement”) is made as
of the ________ day of __________, 2012, by and between PRESTON ROYAL REALTY
COMPANY, a Texas joint venture (“Assignor”) and ___________________, a
______________________ (“Assignee”). 


RECITALS


          WHEREAS,
Assignor has succeeded to the leasehold interest of the lessee under that
certain Agreement of Lease (the “Ground Lease”) more particularly
described on Exhibit A attached hereto and made a part hereof for all purposes,
covering certain real property (the “Property”) in Dallas County, Texas,
more particularly described on Exhibit B attached hereto and made a part
hereof for all purposes; 


          WHEREAS,
the Property is subject to those matters more particularly described in Exhibit
C attached hereto and made a part hereof for all purposes (but only if and
to the extent currently enforced and applicable) (collectively, the “Permitted
Exceptions”); and 


          WHEREAS,
Assignor desires to assign Assignor’s leasehold interest under the Ground Lease
to Assignee, and Assignee desires to accept such assignment, on the terms and
conditions hereinafter set forth. 


AGREEMENT


          NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged by the parties hereto, Assignor by these presents
does hereby SELL, ASSIGN, TRANSFER and CONVEY unto Assignee, its successors and
assigns, Assignor’s right, title and interest in and to the Ground Lease,
together with Assignor’s right, title and interest in and to all buildings,
improvements, fixtures and personal property, owned or leased by Assignor,
situated on the Property. 


          TO
HAVE AND TO HOLD, the same, together with all and singular the rights,
privileges, appurtenances and immunities thereto belonging or in otherwise
appertaining onto Assignee and Assignee’s successors and assigns forever,
Assignor hereby covenanting that Assignor’s right, title and interest in and to
the Ground Lease is free and clear from any encumbrance done or suffered by
Assignor other than the Permitted Exceptions; and that Assignor will warrant
and defend the title to be Asignor’s right, title and interest in and to the
Ground Lease onto Assignee and Assignee’s successors and assigns forever,
against the lawful claims and demands of all persons claiming by, through or
under Assignor, but not otherwise. 


-47-





          Assignee,
by its acceptance hereof, hereby assumes and promises to pay and perform all
covenants, agreements and obligations of Assignor as lessee under the Ground
Lease from and after the date hereof. Without limiting the generality of the
foregoing, Assignee hereby assumes and agrees to pay ad valorem real estate
taxes and assessments with respect to the 2013 calendar year and subsequent
calendar years, not yet due and payable, each to the extent attributable to all
or any portion of the Property. 


          IN
WITNESS WHEREOF, this Agreement has been executed as of the day and year first
written above. 


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 ASSIGNOR:

 	
  

 
	
  

 	
  

 
	
  

 	
 PRESTON
 ROYAL REALTY COMPANY,

 a Texas joint venture

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 SC Preston
 Royal, Ltd.,

 a Texas limited partnership,

 Joint Venturer

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 SC Preston
 Royal GP, Inc.,

 a Texas corporation,

 Managing Partner

 






	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
  

 
	
  

 	
  

 	
 Jacqueline
 Miller Stewart,

 Vice President

 






	
  

 	
  

 	
  

 	
  

 
	
  

 	
 ASSIGNEE:

 	
  

 
	
  

 	 


 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
  

 	
  

 
	
  

 	
 Name:

 
	
  

 	
 Title:

 






-48-









	
  

 	
  

 	
  

 
	
  

 	
 EXHIBIT 1.4

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 Assigned Existing Agreements 

 	
  

 
	
  

 	
  



 	
  

 






Waste Management of Texas
Inc.


Dallas Valet Services, Inc.


Ambius LLC 


G Systems Pest Management 


Maintenance of America, Inc.


Sylvania Lighting Services
Corp.


The Landscape Partners 


Whelan Security Co.










-49-








	
  

 	
  

 	
  

 
	
  

 	
 EXHIBIT 1.5

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 Audit
 Representation Letter 

 	
  

 
	
  

 	
  



 	
  

 
	
  

 	
 (Acquisition
 Completion Date)


 	
  

 



Dear Sirs: 


We are writing at your
request to confirm our understanding that your audit of the shopping center
operations of “_______________________” for the twelve months ended
________________, was made for the purpose of complying with the Securities and
Exchange Commission Regulation S-X, subsection 210.3-14 “Special Instructions
for Real Estate Operations to Be Acquired”. In connection with your audit we
confirm, to the best of our knowledge and belief, the following representations
made to you during your audit:




	
  

 	
  

 	
  

 	
  

 	
  

 
	
 1.

 	
  

 	
 We have made available to
 you all financial records and related data for the period under audit. We
 acknowledge that we are responsible for providing a complete set of financial
 records and related data sufficient to make a determination of the shopping
 center operations for the twelve month period ended ____________________. 

 
	
  

 	
  

 	
  

 
	
 2.

 	
  

 	
 There have been no
 undisclosed:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 a.

 	
  

 	
 Irregularities involving
 any member of management or employees who have significant roles in the
 internal control structure.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 b.

 	
  

 	
 Irregularities involving
 other persons that could have a material effect on the financial records and
 related data. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 c.

 	
  

 	
 Violations or possible
 violations of laws or regulations, the effects of which should be considered
 for disclosure in the financial records and related data.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 3.

 	
  

 	
 There are no undisclosed:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 a.

 	
  

 	
 Unasserted claims or
 assessments that our lawyers have advised us are probable of assertion and
 must be disclosed in accordance with Statement of Financial Accounting
 Standards No. 5 (SFAS No.5).

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 b.

 	
  

 	
 Material gain or loss
 contingencies (including oral and written guarantees) that are required to be
 accrued or disclosed by SFAS No. 5. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 c.

 	
  

 	
 Material transactions that
 have not been properly recorded in the financial records and related data. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 d.

 	
  

 	
 Material undisclosed
 related party transactions and related amounts receivable or payable,
 including sales, purchases, loans, transfers, leasing arrangements, and
 guarantees. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 e.

 	
  

 	
 Events that have occurred
 subsequent to the audit period that would require adjustment to or disclosure
 in the financial records and related data. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 4.

 	
  

 	
 All aspects of contractual
 agreements that would have a material effect on the financial records and
 related data have been complied with.

 


-50-







To our knowledge and belief,
no events have occurred subsequent to December 31, 2012, and through the date
this letter is signed that would require adjustment to or disclosure in the
Financial Statements. Notwithstanding
anything herein or otherwise to the contrary, this letter has been delivered
without recourse to the undersigned and in the event of any errors or
inconsistencies, you agree not to seek recourse against us (or our partners,
officers, employees, agents or advisors) for any loss, cost expense, liability
or claim you may suffer or incur as a result thereof. This letter has been delivered
solely, as an accommodation to Buyer and, as a result, is without consideration.


Very truly yours, 


“Seller/Management” 








-51-







EXHIBIT 1.6


Bill
of Sale


          THIS
BILL OF SALE is made as of the ____ day of ____________, 2012, from PRESTON
ROYAL REALTY COMPANY, a Texas joint venture (“Seller”), to __________________
(“Buyer”).  


RECITALS:


          WHEREAS,
contemporaneously with the execution and deliver of this Bill of Sale, Seller
has sold and conveyed to Buyer all of Seller’s right, title and interest and
estate in and to the real property described in Exhibit “A” attached hereto and
made a part hereof and all buildings, structures and improvements located
thereon by Special Warranty Deed and Assignment and Assumption of Ground Lease,
each dated of even date herewith (all of such buildings, structures,
improvements and interests in real property collectively hereinafter referred
to as the “Real Property”); and  


          WHEREAS,
as a part of the consideration for the conveyance of the Real Property, Seller
has agreed to convey to Buyer the items of personal property described below
which are owned by Seller and located in, on and used in connection with, the
Real Property; 


          NOW
THEREFORE, in consideration of the sum of $10.00 and other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged,
Seller does hereby (a) sell, assign, and convey to Buyer all the personal
property described on Exhibit “B” (whether or not any of the items
listed on Exhibit “B” constitute “personal property” or “fixtures” as a matter
of state law) attached hereto and incorporated herein by reference (collectively
the “Personal Property”), and (b) quit claim and release to Buyer, to
the extent existing and assignable, Seller’s right, title and interest (if any)
in and to any personal property, in the possession of Seller which directly
relate to the Real Property, subject in both cases to matters of public record
and to rights of tenants under written leases in effect on the date hereof.  


          This
Bill of Sale shall be binding upon and shall inure to the benefit of Seller,
Buyer and their respective successors and assigns. 


          Seller
represents and warrants that it has not transferred or otherwise encumbered
Seller’s interest in the Personal Property. 


          This
Bill of Sale shall be governed by and construed in accordance with the laws of the
State of Texas. 


          NOTWITHSTANDING
ANYTHING CONTAINED IN THIS BILL OF SALE TO THE CONTRARY, THIS BILL OF SALE IS
SUBJECT TO ALL DISCLAIMERS AND QUALIFICATIONS BY SELLER AND ALL ENCUMBRANCES
SET FORTH IN THE PURCHASE AND SALE AGREEMENT DATED AS OF OCTOBER ___, 2012,
WITH RESPECT TO THE PERSONAL PROPERTY, AND SUCH DISCLAIMERS, QUALIFICATIONS AND
ENCUMBRANCES ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND MADE A PART
HEREOF. 


-52-





          IN WITNESS
WHEREOF, Seller has caused this Bill of Sale to be duly signed as of the day
and year first written above. 


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 PRESTON ROYAL REALTY COMPANY,

 
	
  

 	
 a Texas joint venture

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 SC Preston Royal, Ltd.,

 
	
  

 	
  

 	
 a Texas limited partnership,

 
	
  

 	
  

 	
 Joint Venturer

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 By:

 	
 SC Preston Royal GP, Inc.,

 
	
  

 	
  

 	
  

 	
 a Texas corporation,

 
	
  

 	
  

 	
  

 	
 Managing Partner

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 By:

 	
  



 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  Jacqueline Miller Stewart,

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  Vice President

 	
  

 










-53-





Exhibit “A”


Legal
Description








-54-





Exhibit
“B”


All of Seller’s right,
title and interest in and to (a) sprinkler, plumbing, heating,
air-conditioning, electric power or lighting, incinerating, ventilating and
cooling systems, with each of their respective appurtenant furnaces, boilers,
engines, motors, dynamos, radiators, pipes, wiring and other apparatus,
equipment and fixtures, elevators, partitions, fire prevention and
extinguishing systems located in or on the Improvements, (b) all plans,
drawings, specifications, soil test reports, environmental reports, market studies,
surveys and similar documentation, if any, owned by or in the possession of
Seller with respect to the Real Property and any proposed improvements to the
Real Property, (c) other tangible personal property used in connection with the
ownership or operation of the Improvements, and (d) all trade names,
franchises, licenses, permits, easements, development rights and approvals,
deposits, credits, petroleum and mineral interests and royalties, air and water
rights, construction and product warranties, the Leases (including all security
deposits and guarantees given with respect thereto), and all other intangibles
owned or used by or for the benefit of Seller in connection with the Real
Property. 








-55-







EXHIBIT 1.7


Buyer’s Broker and Buyer’s Participating
Brokers


	
  

 	
  

 	
  

 	
  

 
	
 Buyer’s

 	
 Broker:

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Name:

 	
  

 	
 Venture
 Commercial Real Estate, LLC

 
	
  

 	
 Attn:

 	
  

 	
 John Zikos

 
	
  

 	
 Address:

 	
  

 	
 8235 Douglas
 Avenue, Suite 720

 
	
  

 	
  

 	
  

 	
 Dallas, TX
 75225

 
	
  

 	
 Phone
 Number:

 	
  

 	
 214-378-1212

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Fax Number:

 	
  

 	
 214-

 



Buyer’s Participating Brokers: None 










-56-






EXHIBIT 1.19


Existing Loan Documents


	
  

 	
  

 
	
 1.

 	
 Loan Application, dated January 16, 2006, made and entered into by
 and between Nationwide Life Insurance Company, an Ohio corporation
 (“Lender”), and Preston Royal, with respect to a loan (the “Loan”).

 
	
  

 	
  

 
	
 2.

 	
 Deed of Trust, Mortgage and Security Agreement, dated January 19,
 2006, executed and delivered by Preston Royal in favor of Lender, recorded
 January 19, 2006, as Document No. 200600021971, in the Dallas County Records,
 with respect to the Loan.

 
	
  

 	
  

 
	
 3.

 	
 Assignment of Leases, Rents and Profits, dated January 19, 2006
 executed and delivered by Preston royal in favor of Lender, recorded January
 19, 2006, as Document No. 200600021972, in the Dallas County Records, with
 respect to the Loan.

 
	
  

 	
  

 
	
 4.

 	
 UCC Financing Statement, undated, unexecuted, naming Preston Royal as
 debtor, for the benefit of Lender, as secured party, recorded (i) January 19,
 2006, as Document No. 200600021973, in the Dallas County Records;
 and (ii) ___________, 2006, as Document No. ___________ with the Secretary of State of
 Texas.

 
	
  

 	
  

 
	
 5.

 	
 Note, dated January 19, 2006, executed and delivered by Preston
 Royal, payable to the order of Lender in the original principal amount of
 $11,000,000.00, with respect to the Loan.

 
	
  

 	
  

 
	
 6.

 	
 Note, dated January 19, 2006, executed and delivered by Preston
 royal, payable to the order of Lender in the original principal amount of
 $5,050,000.00, with respect to the Loan.

 
	
  

 	
  

 
	
 7.

 	
 Indemnity Agreement, dated January 19, 2006, executed and delivered
 by Preston Royal, as indemnitors, to Lender, relating to certain
 indemnification obligations of Preston Royal with respect to the
 environmental condition of the Property.

 
	
  

 	
  

 
	
 8.

 	
 Certificate of Non-Foreign Status, dated January 19, 2006, executed
 and delivered by Preston Royal with respect to the Loan.

 
	
  

 	
  

 
	
 9.

 	
 Notice and Agreement, dated January 19, 2006, made and entered into
 by and between Preston Royal and Lender, with respect to the Loan.

 
	
  

 	
  

 
	
 10.

 	
 Subordination of Management Agreement to Deed of Trust, Mortgage and
 Security Agreement, dated January 19, 2006, executed and delivered by Henry
 S. Miller Interests, Inc. (“HSMI”), with respect to the Loan; together with
 Management Agreement, dated December 26, 1990, made and entered into by and
 between Henry S. Miller, Jr., as agent, and HSMI, as contractor.

 
	
  

 	
  

 
	
 11.

 	
 Borrower’s Certificate, dated January 19, 2006, executed and
 delivered by Preston Royal with respect to the Loan.

 


-57-









	
  

 	
  

 
	
 12.

 	
 Escrow Waiver Letter, undated, addressed and delivered by Lender to
 Preston Royal, with respect to the waiver of taxes, assessments and insurance
 premiums.

 
	
  

 	
  

 
	
 13.

 	
 Side Letter, dated January 19, 2006, executed and delivered by
 Preston Royal to Lender, with respect to licensing and regulation of the
 Property.

 
	
  

 	
  

 
	
 14.

 	
 Side Letter, dated January 19, 2006, executed and delivered by
 Preston Royal to Lender, with respect to application of insurance proceeds
 relating to the Property.

 
	
  

 	
  

 
	
 15.

 	
 Opinion Letter, dated January 19, 2006, executed and delivered by
 Kane, Russell, Coleman & Logan, P.C. to Lender, with respect to
 enforceability of the Loan transaction and the authority of the Partnership
 to enter into the Loan transaction.

 
	
  

 	
  

 
	
 16.

 	
 Certificate of Liability Insurance, dated December 12, 2005, produced
 by Unimark Insurance Agency, Inc., as agent for Philadelphia Indemnity
 Insurance Company, naming Henry S. Miller Interests, Inc. as the insured, and
 naming Lender as additional insured, with respect to commercial general
 liability insurance.

 
	
  

 	
  

 
	
 17.

 	
 UCC Searches, prepared by Capital Services, Inc. for Mixon
 Development Company, Inc. a Texas corporation, formerly known as Preston
 Royal Shopping Center, Preston Royal, and Preston Royal Shopping Center,
 Inc., with respect to the Property.

 










-58-







EXHIBIT 1.21


FIRPTA Certification


          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. To
inform the transferee that withholding of tax is not required upon the
disposition of a U.S. real property interest by the undersigned (“Transferor”),
the undersigned hereby certifies 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) of the
 Income Tax Regulations.

 
	
  

 	
  

 	
  

 
	
  

 	
 3.

 	
 Transferor’s U.S. taxpayer
 identification number is 75-1002194; and

 
	
  

 	
  

 	
  

 
	
  

 	
 4.

 	
 Transferor’s office
 address is:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 5959 Royal Lane, Suite
 634-205

 
	
  

 	
  

 	
 Dallas, Texas 75230.

 
	
  

 	
  

 	
  

 
	
           Transferor
 understand that the above information may be disclosed to the Internal
 Revenue Service by the 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 instrument 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.

 






	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 PRESTON ROYAL REALTY
 COMPANY, 

 
	
  

 	
 a Texas joint venture

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 SC Preston Royal, Ltd.,

 
	
  

 	
  

 	
 a Texas limited
 partnership,

 
	
  

 	
  

 	
 Joint Venturer

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 By:

 	
 SC Preston Royal GP, Inc.,

 
	
  

 	
  

 	
  

 	
 a Texas corporation,

 
	
  

 	
  

 	
  

 	
 Managing Partner

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 By:

 	
  

 
	
  

 	
  

 	
  

 	
  

 	 



 
	
  

 	
  

 	
  

 	
  

 	
 Jacqueline Miller Stewart,

 
	
  

 	
  

 	
  

 	
  

 	
 Vice President

 





-59-







EXHIBIT 1.23


Form of Ground Lease Estoppel Letter


GROUND LEASE ESTOPPEL LETTER


          This
Ground Lease Estoppel Letter (this “Agreement”) is entered into as of
_____________, 2012, by and between Mixon Investment Company, Inc., f/k/a
Preston Royal Shopping Center, Inc. (“Landlord”), Preston Royal Realty
Company, a Texas joint venture (“Tenant”) and _____________________ (“Tenant’s
Assignee”).


RECITALS


          A          Landlord
is the owner of certain real property located in the County of Dallas, State of
Texas, and more particularly described in attached Exhibit A (the “Premises”)
and the Landlord under that certain Agreement of Lease (the “Lease”)
described on Exhibit B attached hereto and incorporated herein.


          B.          Tenant
desires to assign Tenant’s leasehold interest under the Lease to Tenant’s
Assignee.


          C.          Landlord
is willing to consent to the transfer of Tenant’s leasehold interest under the
Lease on the terms and conditions set forth in this Agreement.


AGREEMENT:


          NOW
THEREFORE, in consideration of the premises and other mutual valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the
parties hereto agree as follows:


          1.          Subject
to the terms and conditions of this Agreement, Landlord hereby consents to the
assignment of Tenant’s leasehold interest under the Lease to Tenant’s Assignee.


          2.          Tenant’s
Assignee agrees to assume and perform Tenant’s obligations under the Lease from
and after the date of the Tenant’s Assignee’s assumption of Tenant’s leasehold
interest under the Lease.


          3.          Tenant
agrees to promptly deliver an executed copy of such assignment of Tenant’s
leasehold interest under the Ground Lease to Landlord. From and after the date
of such assignment, Landlord agrees to release Tenant from liability accruing
after the date of such assignment.


          4.          As
an inducement to Tenant’s Assignee to acquire the Premises and to agree, assume
and perform Tenant’s obligation under the Ground Lease, Landlord hereby
certifies to Tenant and Tenant’s Assignee the following:


-60-









	
  

 	
  

 
	
  

 	
           (a)          Landlord
 is and remains the landlord under the Lease. Landlord is the fee simple owner
 of the Premises as described in Exhibit A hereto free and clear of all
 deed of trust liens and security interests.

 
	
  

 	
  

 
	
  

 	
           (b)          The
 Lease, as described on Exhibit B hereto, is in full force and effect,
 represents the entire agreement between the parties and has not been amended,
 modified, supplemented, cancelled or superseded, either orally or in writing.
 The original term of the Lease commenced on January 12, 1965, and the Lease
 will expire on January 11, 2040. 

 
	
  

 	
  

 
	
  

 	
           (c)          All
 rent and other charges which Tenant is required to pay either to Landlord or
 to third parties under the Lease have been fully and promptly paid through
 _______________, 2012. The total amount of rent currently due and payable
 under the Lease is $30,000 per month.

 
	
  

 	
  

 
	
  

 	
           (d)          As
 of the date hereof. Landlord and, to the knowledge of Landlord, Tenant have
 fully and promptly performed and observed all covenants, agreements and
 obligations on their part to be performed under the Lease. No notice of
 default or notice of termination of the Lease has been delivered by Landlord
 to Tenant and to Landlord’s knowledge no default or event which with the
 passage of time or giving of nonce or both could constitute a default exists
 under the Lease.

 
	
  

 	
  

 
	
  

 	
           (e)          Tenant
 is and remains the sole tenant under the Lease and Landlord has not received
 notice of and has no knowledge of any assignment, transfer, mortgage or
 hypothecation of Tenant’s interest under the Lease except as security for a
 loan from Nationwide Life Insurance Company to Tenant more particularly
 described in the Estoppel and Recognition Agreement (as defined on Exhibit
 B).

 
	
  

 	
  

 
	
  

 	
           (f)          No
 bankruptcy proceedings, whether voluntary or otherwise, are pending, or to
 Landlord’s knowledge, threatened, against Landlord.

 
	
  

 	
  

 
	
  

 	
           (g)          As
 of the date hereof; all conditions and obligations under the Lease to be
 satisfied or performed by Tenant and Landlord have been satisfied or
 performed. As of the date hereof, Landlord does not assert, and is not
 entitled to assert, any claim against Tenant or any defense to or offset
 against the enforcement of the Lease by Tenant. As of the date hereof, Tenant
 does not assert, and is not entitled to assert, any claim against Landlord or
 any defense to or offset against the enforcement of the Lease by Landlord.

 
	
  

 	
  

 
	
           5.       Any
 notice or communication required or permitted hereunder shall be in writing,
 and shall be given or delivered: (a) by United States mail, registered or
 certified, postage fully prepaid, return receipt requested, or (b) by
 recognized courier service or recognized overnight delivery service; and in
 any event addressed to the party for which it is intended at its address set
 forth below:

 





	
  

 	
  

 	
  

 
	
  

 	
 Landlord:

 	
  

 
	
  

 	
 Mixon Investment Company,
 Inc.

 
	
  

 	
 P.O. Box 670038

 	
  

 
	
  

 	
 Dallas, Texas 75367

 	
  

 


-61-








	
  

 	
  

 	
  

 
	
  

 	
 Tenant:

 	
  

 
	
  

 	
 Preston Royal Realty
 Company

 	
  

 
	
  

 	
 5959 Royal Lane, Suite
 634-205

 	
  

 
	
  

 	
 Dallas, Texas 75230

 	
  

 
	
  

 	
 Tenant’s Assignee:

 	
  

 
	
  

 	
  



 	
  

 
	
  

 	
  



 	
  

 
	
  

 	
  



 	
  

 


Such
addresses may be changed by notice to the other parties given in the same
manner as provided herein, such changes to be effective only upon receipt of
notice thereof.


          6.       This
Agreement and the exhibits hereto, which are incorporated herein by this
reference, shall constitute the entire agreement between the parties with
respect to the subject matter hereof. In the case of a conflict between the
terms of the Lease and the terms of this Agreement, the terms of this Agreement
shall control. This Agreement may not be changed or modified orally or in any
manner other than by any agreement in writing signed by the parties hereto. No
waiver of any of the terms or conditions of this Agreement and no waiver of any
default or failure of compliance shall be effective unless in writing and no
waiver furnished in writing shall be deemed to be a waiver of any other term or
provision or any future condition of this Agreement. Time is of the essence of
this Agreement and the performance of each of the covenants and agreements
herein. This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns.


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


 (Remainder
of page intentionally left blank)


-62-









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 LANDLORD:

 
	
  

 	
  

 
	
  

 	
 Mixon Investment Company,
 Inc., f/k/a

 
	
  

 	
 Preston Royal Realty
 Shopping Center, Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
  

 
	
  

 	
  

 	 
	
  

 	
 Name:

 	
  

 
	
  

 	
  

 	 



 
	
  

 	
 Title:

 	
  

 
	
  

 	
  

 	 



 
	
  

 	
  

 
	
 STATE OF _______________

 	
 )

 
	
  

 	
 ) SS:

 
	
 COUNTY OF _____________

 	
 )

 


          This
instrument was acknowledged before me on ___________, 2012, by
_________________, of Mixon Investment Company, Inc. a _____________
corporation, f/k/a Preston Royal Realty Shopping Center, Inc., on behalf of
said corporation.


	
  

 	
  

 	
  

 
	
  

 	
  

 	 



 
	
  

 	
  

 	
 Notary Public, State of
 Texas

 
	
 My Commission Expires:

 	
  

 	
  

 
	
  

 	
  

 	 



 
	
  

 	
  

 	
 Printed/Typed Name of
 Notary

 
	 




 	
  

 	
  

 


-63-








	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
TENANT:
 
	
  

 
	
  

 	
 Preston Royal Realty
 Company,

 
	
  

 	
 a Texas joint venture

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 SC Preston Royal, Ltd.,

 
	
  

 	
  

 	
 a Texas limited
 partnership,

 
	
  

 	
  

 	
 Joint Venturer

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 By:

 	
 SC Preston Royal GP, Inc.,

 
	
  

 	
  

 	
  

 	
 a Texas corporation,

 
	
  

 	
  

 	
  

 	
 Managing Partner

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 By:

 	
  

 
	
  

 	
  

 	
  

 	
  

 	 



 
	
  

 	
  

 	
  

 	
  

 	
 Jacqueline Miller Stewart,

 
	
  

 	
  

 	
  

 	
  

 	
 Vice President

 





	
  

 	
  

 
	
 STATE OF ____________________

 	
 )

 
	
  

 	
 ) SS:

 
	
 COUNTY OF __________________

 	
 )

 


          This
instrument was acknowledged before me on ______________, 2012, by Jacqueline
Miller Stewart, Vice President of SC Preston Royal GP, Inc., a Texas
corporation, the managing partner of SC Preston Royal, Ltd., a Texas limited
partnership, a joint venturer in Preston Royal Realty Company, a Texas joint
venture, on behalf of said joint venture.


	
  

 	
  

 	
  

 
	
  

 	
  

 	 



 
	
  

 	
  

 	
 Notary Public, State of
 Texas

 
	
  

 
	
 My Commission Expires:

 	
  

 	
  



 
	
  

 	
  

 	
 Printed/Typed Name of
 Notary

 
	 



 	
  

 	
  

 


-64-





TENANT’S ASSIGNEE:


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 By:

 	
  

 	
  

 	
  

 
	
  

 	 



 



	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Name:

 	
  

 
	
  

 	
  

 	
  

 	 



 
	
  

 	
  

 	
 Title:

 	
  

 
	
  

 	
  

 	
  

 	 



 
	
  

 	
  

 	
  

 
	
 STATE OF _______________          )

 	
  

 	
  

 
	
                                                 )
 SS:

 	
  

 	
  

 
	
 COUNTY OF
 _____________          )

 	
  

 	
  

 


          This
instrument was acknowledged before me on ___________, 2012, by
_________________, of.___________________________________.


	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	 



 	
  

 
	
  

 	
  

 	
 Notary Public, State of
 ______________

 
	
  

 
	
 My Commission Expires:

 	
  

 	
  

 	
  

 
	
  

 	
  

 	 



 	
  

 
	
  

 	
  

 	
 Printed/Typed Name of
 Notary

 	
  

 
	
  




 	
  

 	
  

 	
  

 


-65-





EXHIBIT A


BEING
a tract of land situated in City Block 5500, City of Dallas, Dallas County,
Texas and being part of the land conveyed to Preston Royal Shopping Center,
Inc. by deed recorded in Volume 3689, Page 80 of the Deed Records of Dallas
County, Texas, and being more particularly described as follows:


BEGINNING
at an “X” set for corner at the point of intersection of the Easterly
right-of-way line of Preston Road (100’ R0O.W.) with the Southerly line of a
15’ alley;


THENCE
South 89 degrees 52 minutes 00 seconds East, along the Southerly line of said
15’ alley, a distance of 362.48 feet to an iron pin set for corner at the
beginning of a curve to the right, having a central angle of 44 degrees 52
minutes 00 seconds, a radius of 44.50 feet and a chord bearing South 67 degrees
26 minutes 00 seconds East, 33.96 feet;


THENCE
Southeasterly, along said curve to the right and continuing along the Southerly
line of said alley, an arc distance of 34.85 feet to an iron pin set for
corner,


THENCE
South 45 degrees 00 minutes 00 seconds East, along the Southwesterly line of
said 15’ alley, a distance of 286.12 feet to an iron pin set for corner at the
beginning of a curve to the right having a central angle of 45 degrees 08
minutes 00 seconds, a radius of 50.00 feet and a chord bearing South 22 degrees
26 minutes 00 seconds East, 38.38 feet;


THENCE
Southeasterly along said curve to the right and continuing along the
Southwesterly line of said 15’ alley, an arc distance of 39.39 feet to an iron
pin set for corner;


THENCE
South 00 degrees 08 minutes 00 seconds West, along the Westerly line of said
15’ alley, a distance of 359.71 feet to an “X” in concrete set for corner;


THENCE
North 89 degrees 52 minutes 00 seconds West, along the Northerly right-of-way
line of Royal Lane (80’ R.O. W.), a distance of 485.00 feet to an “X” in
concrete set for corner;


THENCE
North, along the Easterly line of a tract of land conveyed to Humble Oil and
Refining Company by deed recorded in Volume 71123, Page 14 of the Deed Records
of Dallas County, a distance of 155.00 feet to an “X” in concrete set for
corner;


THENCE
North 89 degrees 52 minutes 00 seconds West, along the Northerly line of said
Humble Oil Tract, a distance of 125.00 feet to an “X” in concrete set for
corner;


THENCE
North, along the Easterly right-of-way line of Preston Road, a distance of
455.00 feet to the point of beginning and containing 7.497 acres of land, more
or less. (326,585 sq. ft.)


-66-





EXHIBIT B


Agreement
of Lease dated November 3, 1964, by and between Landlord and Trammell Crow and
Henry S. Miller, as predecessors-in-interest to Tenant, a memorandum of which
is recorded in Volume 482, Page 931, Deed Records, Dallas County, Texas, as
amended by (i) letter agreement dated January 9, 1990, made and entered into by
and between Landlord, as landlord, and Henry S. Miller, Jr., an individual,
Henri L. Bromberg, Jr., an individual, Edward S. Bromberg, an individual,
Louise W. Kahn, individually and as Independent Executrix of the Estate of
Edmund J. Kahn, deceased, Dan R. Cullum, an individual, Betsy Cullum Bolin, an
individual, Robert Brooks Cullum, Jr., an individual, and Sally Cullum Holmes,
an individual, collectively, as tenant; (ii) letter agreement dated September
22, 1993. made and entered into by and between Landlord, as landlord, and Henry
S. Miller, Jr., on behalf of tenant; (iii) First Amendment to Short Form Lease
dated January 19, 2006, by and between Ground Lessor, as landlord, and Seller,
as tenant, recorded as Document No. 20006000211974, Deed Records, Dallas
County, Texas; and (iv) Estoppel and Recognition Agreement dated January 19,
2006, by and among Ground Lessor, Seller and Lender (“Estoppel and
Recognition Agreement”).


-67-







EXHIBIT 1.32


Schedule of Major Tenants


	
  

 	
  

 
	
 1.

 	
 Barnes & Noble

 
	
  

 
	
 2.

 	
 Tom Thumb

 
	
  

 
	
 3.

 	
 Dougherty’s Pharmacy

 











-68-







EXHIBIT
1.39(a)


Legal Description of Fee Parcel



BEING
a tract of land situated in City Block 5501, City of Dallas, Dallas County,
Texas and being the same land conveyed
to Hal Winfield Padgett, Jr., by deed recorded in Volume 72185, Page 1637 of
the Deed Records of Dallas County, Texas and being more particularly described
as follows:


BEGINNING
at a P.K. nail set for comer at the point of intersection of the Westerly
right-of-way line of Preston Road
(100’ R.O.W.) with the Southerly line of a 15 foot alley, said P.K. nail being the Northeasterly comer of said Winfield
Tract;


THENCE
South, along the Westerly right-of-way line of Preston Road, a distance of
481.15 feet to a metal “X” found for
comer;


THENCE
North 89 degrees 50 minutes 00 seconds West, a distance of 100.00 feet to a
P.K. nail set for comer;


THENCE
South a distance of 120.00 feet to a metal “X” found for corner;


THENCE
North 89 degrees 50 minutes 00 seconds West, along the Northerly right-of-way
line of Royal Lane (80’ R.O.W.), a
distance of 121.00 feet to a 1/2 inch capped iron pin set for comer;


THENCE
South a distance of 5.00 feet to a 1/2 inch capped iron pin set for corner;


THENCE
North 89 degrees 50 minutes 00 seconds West, along the Northerly right-of-way
line of Royal Lane (80’ R.O.W.), a
distance of 389.31 feet to an 1/2 inch capped iron pin set for comer;


THENCE
North 00 degrees 02 minutes 25 seconds East, a distance of 609.82 feet to an
1/2 inch capped iron pin set for
corner;


THENCE South 89 degrees
29 minutes 20 seconds East, along the Southerly line of a 15’ alley, a distance
of 609.90 feet to the POINT OF BEGINNING and CONTAINING 8.217 acres of land, more or less.


-69-





EXHIBIT 1.39(b)


Legal Description of Leasehold Parcel


BEING
a tract of land situated in City Block 5500, City of Dallas, Dallas County,
Texas and being part of the land conveyed to Preston Royal Shopping Center,
Inc. by deed recorded in Volume 3689, Page 80 of the Deed Records of Dallas County,
Texas, and being more particularly described as follows:


BEGINNING
at an “X” set for corner at the point of intersection of the Easterly
right-of-way line of Preston Road (100’ R0O.W.) with the Southerly line of a
15’ alley;


THENCE
South 89 degrees 52 minutes 00 seconds East, along the Southerly line of said
15’ alley, a distance of 362.48 feet to an iron pin set for corner at the
beginning of a curve to the right, having a central angle of 44 degrees 52
minutes 00 seconds, a radius of 44.50 feet and a chord bearing South 67 degrees
26 minutes 00 seconds East, 33.96 feet;


THENCE
Southeasterly, along said curve to the right and continuing along the Southerly
line of said alley, an arc distance of 34.85 feet to an iron pin set for
corner,


THENCE
South 45 degrees 00 minutes 00 seconds East, along the Southwesterly line of
said 15’ alley, a distance of 286.12 feet to an iron pin set for corner at the
beginning of a curve to the right having a central angle of 45 degrees 08
minutes 00 seconds, a radius of 50.00 feet and a chord bearing South 22 degrees
26 minutes 00 seconds East, 38.38 feet;


THENCE
Southeasterly along said curve to the right and continuing along the
Southwesterly line of said 15’ alley, an arc distance of 39.39 feet to an iron
pin set for corner;


THENCE
South 00 degrees 08 minutes 00 seconds West, along the Westerly line of said
15’ alley, a distance of 359.71 feet to an “X” in concrete set for corner;


THENCE
North 89 degrees 52 minutes 00 seconds West, along the Northerly right-of-way
line of Royal Lane (80’ R.O. W.), a distance of 485.00 feet to an “X” in
concrete set for corner;


THENCE
North, along the Easterly line of a tract of land conveyed to Humble Oil and
Refining Company by deed recorded in Volume 71123, Page 14 of the Deed Records
of Dallas County, a distance of 155.00 feet to an “X” in concrete set for
corner;


THENCE
North 89 degrees 52 minutes 00 seconds West, along the Northerly line of said
Humble Oil Tract, a distance of 125.00 feet to an “X” in concrete set for
corner;


THENCE North, along the Easterly right-of-way line of Preston Road, a
distance of 455.00 feet to the point of beginning and containing 7.497 acres of
land, more or less. (326,585 sq. ft.)


-70-








EXHIBIT 1.40


Rent Roll


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  Database:

 	
  

 	
 HSMI

 	
  

 	
 Rent
 Roll

 	
  

 	
  

 	
  

 	
  

 	
 Page:

 	
  

 	
 1 

 
	
  Bldg Status:

 	
  

 	
 ALL

 	
  

 	
 Preston
 Royal Shopping Center

 	
  

 	
  

 	
  

 	
  

 	
 Date:

 	
  

 	
 10/10/2012 

 
	
  

 	
  

 	
  

 	
  

 	
 10/10/2012

 	
  

 	
  

 	
  

 	
  

 	
 Time:

 	
  

 	
 12:30 PM 

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Bldg Id-Suit Id

 	
  

 	
 Occupant
 Name

 	
  

 	
 Rent Start

 	
  

 	
 Expiration

 	
  

 	
 GLA

 Sqft

 	
  

 	
 Monthly

 Base Rent

 	
  

 	
 Annual

 Rate PSF

 	
  

 	
 Monthly
Cost Recovery

 	
  

 	
 Expense 

 Stop

 	
  

 	
 Monthly 
Other Income

 	
  

 	
 ------------ Future Rent Increases ------------

 
	
 Cat

 	
  

 	
 Date

 	
  

 	
 Monthly Amount

 	
  

 	
 PSF 

 
	
  

 
	
 New Leases

 
	
  

 
	
 0107

 	
  

 	
 -1600

 	
  

 	
 Merge

 	
  

 	
 11/1/2012

 	
  

 	
 10/31/2014

 	
  

 	
 2,154

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 
	
 0107

 	
  

 	
 -1750

 	
  

 	
 PACE Joint Interests

 	
  

 	
 4/1/2013

 	
  

 	
 3/31/2018

 	
  

 	
 936

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 
	
 0107

 	
  

 	
 -2600

 	
  

 	
 Hair
 Bar Dallas

 	
  

 	
 11/30/2012

 	
  

 	
 11/30/2017

 	
  

 	
 1,800

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 
	
 0107

 	
  

 	
 -4900

 	
  

 	
 The
 Toy Maven

 	
  

 	
 11/1/2012

 	
  

 	
 10/31/2022

 	
  

 	
 6,263

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 
	
 0107

 	
  

 	
 -5400

 	
  

 	
 Premier
 Sports Chiropractic

 	
  

 	
 12/1/2012

 	
  

 	
 11/30/2017

 	
  

 	
 1,190

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 
	
 Vacant Suites

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 
	
 0107

 	
  

 	
 -2500

 	
  

 	
 Vacant

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 2,540

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 
	
 0107

 	
  

 	
 -2600

 	
  

 	
 Vacant

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 1,800

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 
	
 0107

 	
  

 	
 -3700

 	
  

 	
 Vacant

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 1,960

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 
	
 Occupied Suites 

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 
	
 0107

 	
  

 	
 -0200

 	
  

 	
 The
 Cobbler

 	
  

 	
 4/1/2008

 	
  

 	
 3/31/2013

 	
  

 	
 1,329

 	
  

 	
 2,658.00

 	
  

 	
 24.00

 	
  

 	
 854.37

 	
  

 	
  

 	
  

 	
 150.75

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 
	
 0107

 	
  

 	
 -0300

 	
  

 	
 Dougherty’s
 Pharmacy

 	
  

 	
 1/1/1999

 	
  

 	
 12/31/2018

 	
  

 	
 12,093

 	
  

 	
 27,924.08

 	
  

 	
 27.71

 	
  

 	
 7,774.30

 	
  

 	
  

 	
  

 	
 1,082.75

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 
	
 0107

 	
  

 	
 -0600

 	
  

 	
 Tom
 Thumb #522

 	
  

 	
 12/1/1998

 	
  

 	
 1/31/2024

 	
  

 	
 29,779

 	
  

 	
 23,841.25

 	
  

 	
 9.61

 	
  

 	
 2,026.67

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 BRS

 	
  

 	
 12/1/2013

 	
  

 	
 27,267.04

 	
  

 	
 10.99

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 BRS

 	
  

 	
 6/1/2014

 	
  

 	
 37,683.71

 	
  

 	
 15.19

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 BRS

 	
  

 	
 12/1/2018

 	
  

 	
 41,452.08

 	
  

 	
 16.70

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 BRS

 	
  

 	
 12/1/2023

 	
  

 	
 45,597.29

 	
  

 	
 18.37

 
	
  

 
	
 0107

 	
  

 	
 -0650

 	
  

 	
 J. Renee Shoes & More

 	
  

 	
 1/1/2004

 	
  

 	
 1/31/2014

 	
  

 	
 2,881

 	
  

 	
 6,002.08

 	
  

 	
 25.00

 	
  

 	
 1,852.13

 	
  

 	
  

 	
  

 	
 280.08

 	
  

 	
 BRS

 	
  

 	
 2/1/2013

 	
  

 	
 6,122.13

 	
  

 	
 25.50

 
	
  

 
	
 0107

 	
  

 	
 -0700

 	
  

 	
 Chico’s FAS, Inc

 	
  

 	
 9/27/2004

 	
  

 	
 9/30/2014

 	
  

 	
 6,670

 	
  

 	
 18,898.33

 	
  

 	
 34.00

 	
  

 	
 4,150.46

 	
  

 	
  

 	
  

 	
 357.92

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 
	
 0107

 	
  

 	
 -0800

 	
  

 	
 U.S.P.O. 482270-025

 	
  

 	
 7/1/2009

 	
  

 	
 6/30/2014

 	
  

 	
 4,360

 	
  

 	
 6,703.50

 	
  

 	
 18.45

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 
	
 0107

 	
  

 	
 -0850

 	
  

 	
 Best
 Thai

 	
  

 	
 10/1/2011

 	
  

 	
 9/30/2016

 	
  

 	
 633

 	
  

 	
 844.00

 	
  

 	
 16.00

 	
  

 	
 406.91

 	
  

 	
  

 	
  

 	
 92.75

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 
	
 0107

 	
  

 	
 -0900

 	
  

 	
 Dallas
 Summer Musicals, Inc.

 	
  

 	
 9/1/2004

 	
  

 	
 1/31/2012

 	
  

 	
 3,869

 	
  

 	
 2,829.71

 	
  

 	
 8.78

 	
  

 	
 2,487.29

 	
  

 	
  

 	
  

 	
 248.58

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 
	
 0107

 	
  

 	
 -1200

 	
  

 	
 Barnes & Noble Bookseller

 	
  

 	
 10/19/2005

 	
  

 	
 7/31/2015

 	
  

 	
 25,628

 	
  

 	
 40,625.00

 	
  

 	
 19.02

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 
	
 0107

 	
  

 	
 -1500

 	
  

 	
 Pinkberry

 	
  

 	
 11/13/2009

 	
  

 	
 11/30/2014

 	
  

 	
 956

 	
  

 	
 2,629.00

 	
  

 	
 33.00

 	
  

 	
 614.56

 	
  

 	
  

 	
  

 	
 119.67

 	
  

 	
 BRS

 	
  

 	
 11/13/2012

 	
  

 	
 2,708.67

 	
  

 	
 34.00

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 BRS

 	
  

 	
 11/13/2013

 	
  

 	
 2,788.33

 	
  

 	
 35.00

 
	
  

 
	
 0107

 	
  

 	
 -1600

 	
  

 	
 Merge

 	
  

 	
 10/20/2007

 	
  

 	
 10/31/2012

 	
  

 	
 2,154

 	
  

 	
 5,026.00

 	
  

 	
 28.00

 	
  

 	
 1,384.73

 	
  

 	
  

 	
  

 	
 219.50

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 













	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Database:

 	
  

 	
 HSMI 

 	
  

 	
 Rent
 Roll

 	
  

 	
  

 	
  

 	
  

 	
 Page:

 	
  

 	
 2 

 
	
  Bldg Status:

 	
  

 	
 ALL


 	
  

 	
 Preston
 Royal Shopping Center

 	
  

 	
  

 	
  

 	
  

 	
 Date:

 	
  

 	
 10/10/2012 

 
	
  

 	
  

 	
  

 	
  

 	
 10/10/2012

 	
  

 	
  

 	
  

 	
  

 	
 Time:

 	
  

 	
 12:30 PM 

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Bldg Id-Suit Id

 	
  

 	
 Occupant
 Name

 	
  

 	
 Rent Start

 	
  

 	
 Expiration

 	
  

 	
 GLA

 Sqft

 	
  

 	
 Monthly

 Base Rent

 	
  

 	
 Annual

 Rate PSF

 	
  

 	
 Monthly
Cost
 Recovery

 	
  

 	
 Expense 

 Stop

 	
  

 	
 Monthly 
Other Income

 	
  

 	
 ------------ Future Rent Increases ------------

 
	
 Cat

 	
  

 	
 Date

 	
  

 	
 Monthly Amount

 	
  

 	
 PSF 

 
	
  

 
	
 0107

 	
  

 	
 -1700

 	
  

 	
 Deluxe Nail Salon

 	
  

 	
 7/16/2009

 	
  

 	
 7/31/2014

 	
  

 	
 1,937

 	
  

 	
 4,842.50

 	
  

 	
 30.00

 	
  

 	
 1,245.29

 	
  

 	
  

 	
  

 	
 201.42

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 
	
 0107

 	
  

 	
 -1750

 	
  

 	
 Dynasty Cleaners

 	
  

 	
 11/1/1995

 	
  

 	
 10/31/2012

 	
  

 	
 936

 	
  

 	
 2,145.00

 	
  

 	
  

 	
  

 	
 601.71

 	
  

 	
  

 	
  

 	
 78.00

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 
	
 0107

 	
  

 	
 -1800

 	
  

 	
 Spec’s Family Partners, Ltd.

 	
  

 	
 6/23/2012

 	
  

 	
 6/30/2022

 	
  

 	
 9,918

 	
  

 	
 23,142.00

 	
  

 	
 28.00

 	
  

 	
 6,376.04

 	
  

 	
  

 	
  

 	
 866.50

 	
  

 	
 BRS

 	
  

 	
 6/23/2017

 	
  

 	
 24,795.00

 	
  

 	
 30.00

 
	
  

 
	
 0107

 	
  

 	
 -1810

 	
  

 	
 Papa John’s USA, Inc.

 	
  

 	
 9/1/2012

 	
  

 	
 8/31/2017

 	
  

 	
 1,460

 	
  

 	
 4,258.33

 	
  

 	
 35.00

 	
  

 	
 934.40

 	
  

 	
  

 	
  

 	
 121.67

 	
  

 	
 BRS

 	
  

 	
 9/1/2013

 	
  

 	
 4,386.08

 	
  

 	
 36.05

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 BRS

 	
  

 	
 9/1/2014

 	
  

 	
 4,519.92

 	
  

 	
 37.15

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 BRS

 	
  

 	
 9/1/2015

 	
  

 	
 4,653.75

 	
  

 	
 38.25

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 BRS

 	
  

 	
 9/1/2016

 	
  

 	
 4,793.67

 	
  

 	
 39.40

 
	
  

 
	
 0107

 	
  

 	
 -1825

 	
  

 	
 Garnett, Phil

 	
  

 	
 1/1/2011

 	
  

 	
 12/31/2015

 	
  

 	
 817

 	
  

 	
 1,497.83

 	
  

 	
 22.00

 	
  

 	
 136.17

 	
  

 	
  

 	
  

 	
 40.00

 	
  

 	
 BRC

 	
  

 	
 1/1/2013

 	
  

 	
 1,565.92

 	
  

 	
 23.00

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 BRC

 	
  

 	
 1/1/2014

 	
  

 	
 1,634.00

 	
  

 	
 24.00

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 BRC

 	
  

 	
 1/1/2015

 	
  

 	
 1,702.08

 	
  

 	
 25.00

 
	
  

 
	
 0107

 	
  

 	
 -1840

 	
  

 	
 Preston Royal Realty
 Company

 	
  

 	
 12/1/2009

 	
  

 	
 12/31/2010

 	
  

 	
 564

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 
	
 0107

 	
  

 	
 -1845

 	
  

 	
 Alphabiotics

 	
  

 	
 6/1/2011

 	
  

 	
 5/31/2016

 	
  

 	
 3,120

 	
  

 	
 4,464.20

 	
  

 	
 17.17

 	
  

 	
 520.00

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 BRC

 	
  

 	
 6/1/2013

 	
  

 	
 4,508.84

 	
  

 	
 17.34

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 BRC

 	
  

 	
 6/1/2014

 	
  

 	
 4,553.92

 	
  

 	
 17.52

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 BRC

 	
  

 	
 6/1/2015

 	
  

 	
 4,599.46

 	
  

 	
 17.69

 
	
  

 
	
 0107

 	
  

 	
 -1846

 	
  

 	
 C.H.A.I.

 	
  

 	
 5/1/2011

 	
  

 	
 4/30/2013

 	
  

 	
 1,931

 	
  

 	
 2,816.05

 	
  

 	
 17.50

 	
  

 	
 321.83

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 
	
 0107

 	
  

 	
 -1847

 	
  

 	
 Eat., Ltd. (Storage)

 	
  

 	
 8/1/2006

 	
  

 	
 6/30/2014

 	
  

 	
 228

 	
  

 	
 200.00

 	
  

 	
 10.53

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 
	
 0107

 	
  

 	
 -1875

 	
  

 	
 Beautiful Skin by Leah

 	
  

 	
 4/1/2011

 	
  

 	
 3/31/2013

 	
  

 	
 433

 	
  

 	
 532.23

 	
  

 	
 14.75

 	
  

 	
 72.17

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 
	
 0107

 	
  

 	
 -1882

 	
  

 	
 Purple Cow (office)

 	
  

 	
 10/1/2011

 	
  

 	
 9/30/2014

 	
  

 	
 673

 	
  

 	
 1,037.54

 	
  

 	
 18.50

 	
  

 	
 112.17

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 BRC

 	
  

 	
 10/1/2013

 	
  

 	
 1,065.58

 	
  

 	
 19.00

 
	
  

 
	
 0107

 	
  

 	
 -1884

 	
  

 	
 Henry S. Miller Interests,
 Inc

 	
  

 	
 12/1/2009

 	
  

 	
 11/30/2014

 	
  

 	
 1,238

 	
  

 	
 1,500.00

 	
  

 	
 14.54

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 
	
 0107

 	
  

 	
 -1890

 	
  

 	
 New Cingular Wireless PCS

 	
  

 	
 12/1/1990

 	
  

 	
 11/30/2015

 	
  

 	
 420

 	
  

 	
 2,060.00

 	
  

 	
 58.86

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 BRC

 	
  

 	
 12/1/2012

 	
  

 	
 2,121.80

 	
  

 	
 60.62

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 BRC

 	
  

 	
 12/1/2013

 	
  

 	
 2,185.45

 	
  

 	
 62.44

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 BRC

 	
  

 	
 12/1/2014

 	
  

 	
 2,251.02

 	
  

 	
 64.31

 
	
  

 
	
 0107

 	
  

 	
 -1900

 	
  

 	
 PRINCI ITALIA

 	
  

 	
 8/27/2011

 	
  

 	
 8/31/2021

 	
  

 	
 3,156

 	
  

 	
 7,495.50

 	
  

 	
 28.50

 	
  

 	
 2,028.93

 	
  

 	
  

 	
  

 	
 303.00

 	
  

 	
 BRS

 	
  

 	
 9/1/2013

 	
  

 	
 7,627.00

 	
  

 	
 29.00

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 BRS

 	
  

 	
 9/1/2014

 	
  

 	
 7,890.00

 	
  

 	
 30.00

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 BRS

 	
  

 	
 9/1/2015

 	
  

 	
 8,284.50

 	
  

 	
 31.50

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 BRS

 	
  

 	
 9/1/2016

 	
  

 	
 8,547.50

 	
  

 	
 32.50

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 BRS

 	
  

 	
 9/1/2017

 	
  

 	
 8,679.00

 	
  

 	
 33.00

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 BRS

 	
  

 	
 9/1/2018

 	
  

 	
 8,942.00

 	
  

 	
 34.00

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 BRS

 	
  

 	
 9/1/2019

 	
  

 	
 9,205.00

 	
  

 	
 35.00

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 BRS

 	
  

 	
 9/1/2020

 	
  

 	
 9,468.00

 	
  

 	
 36.00

 
	
  

 
	
 0107

 	
  

 	
 -1950

 	
  

 	
 AT&T Mobility

 	
  

 	
 1/13/2011

 	
  

 	
 1/31/2016

 	
  

 	
 3,120

 	
  

 	
 7,280.00

 	
  

 	
 28.00

 	
  

 	
 2,005.76

 	
  

 	
  

 	
  

 	
 40.00

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 
	
 0107

 	
  

 	
 -2000

 	
  

 	
 Omaha Steakshops, Inc.

 	
  

 	
 9/1/1997

 	
  

 	
 6/30/2013

 	
  

 	
 1,562

 	
  

 	
 5,265.90

 	
  

 	
 40.46

 	
  

 	
 1,024.14

 	
  

 	
  

 	
  

 	
 170.17

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 
	
 0107

 	
  

 	
 -2050

 	
  

 	
 Short Stop

 	
  

 	
 12/2/2010

 	
  

 	
 12/31/2020

 	
  

 	
 1,354

 	
  

 	
 2,820.83

 	
  

 	
 25.00

 	
  

 	
 914.66

 	
  

 	
  

 	
  

 	
 112.83

 	
  

 	
 BRS

 	
  

 	
 12/1/2014

 	
  

 	
 3,046.50

 	
  

 	
 27.00

 



 -72-









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  Database:

 	
  

 	
HSMI


 	
  

 	
 Rent Roll

 	
  

 	
 Page:

 	
  

 	
  

 	
  

 	
 3  

 
	
  Bldg Status:

 	
  

 	
 ALL

 	
  

 	
 Preston Royal Shopping Center

 	
  

 	
 Date:

 	
  

 	
 10/10/2012  

 
	
  

 	
  

 	
  

 	
  

 	
 10/10/2012

 	
  

 	
 Time:

 	
  

 	
 12:30 PM  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 GLA

 Sqft

 	
  

 	
 Monthly

 Base Rent

 	
  

 	
 Annual

 Rate PSF

 	
  

 	
 Monthly Cost
Recovery

 	
  

 	
 Expense

 Stop

 	
  

 	
 Monthly

 Other Income

 	
  

 	
 ------------ Future Rent Increases ------------

 
	
 Bldg Id-Suit Id

 	
  

 	
 Occupant Name

 	
  

 	
 Rent
 Start

 	
  

 	
 Expiration

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 Cat

 	
  

 	
 Date

 	
  

 	
 Monthly
 Amount

 	
  

 	
 PSF

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 0107 

 	
  

 	
 -2100

 	
  

 	
 Starbucks Coffee Co. #680

 	
  

 	
 1/17/1995

 	
  

 	
 2/28/2015

 	
  

 	
 2,000

 	
  

 	
 5,188.08

 	
  

 	
 31.13

 	
  

 	
 1,351.07

 	
  

 	
  

 	
  

 	
 166.67

 	
  

 	
 BRS

 	
  

 	
 12/1/2016

 	
  

 	
 3,272.16

 	
  

 	
 29.00

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 0107 

 	
  

 	
 -2200

 	
  

 	
 Zoe’s Kitchen

 	
  

 	
 10/1/2010

 	
  

 	
 7/31/2019

 	
  

 	
 3,252

 	
  

 	
 8,401.00

 	
  

 	
 31.00

 	
  

 	
 2,196.84

 	
  

 	
  

 	
  

 	
 271.00

 	
  

 	
 BRS

 	
  

 	
 8/1/2013

 	
  

 	
 8,672.00

 	
  

 	
 32.00

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 BRS

 	
  

 	
 8/1/2014

 	
  

 	
 8,943.00

 	
  

 	
 33.00

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 BRS

 	
  

 	
 8/1/2015

 	
  

 	
 9,214.00

 	
  

 	
 34.00

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 BRS

 	
  

 	
 8/1/2016

 	
  

 	
 10,135.40

 	
  

 	
 37.40

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 0107 

 	
  

 	
 -2300

 	
  

 	
 Baskin Robbins

 	
  

 	
 9/1/2010

 	
  

 	
 8/31/2012

 	
  

 	
 1,135

 	
  

 	
 2,175.42

 	
  

 	
 23.00

 	
  

 	
 766.75

 	
  

 	
  

 	
  

 	
 134.58

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 0107 

 	
  

 	
 -2700

 	
  

 	
 Purple Cow

 	
  

 	
 11/1/2003

 	
  

 	
 10/31/2018

 	
  

 	
 3,148

 	
  

 	
 6,033.67

 	
  

 	
 23.00

 	
  

 	
 2,126.57

 	
  

 	
  

 	
  

 	
 302.33

 	
  

 	
 BRS

 	
  

 	
 11/1/2012

 	
  

 	
 6,296.00

 	
  

 	
 24.00

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 BRS

 	
  

 	
 11/1/2014

 	
  

 	
 6,558.33

 	
  

 	
 25.00

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 BRS

 	
  

 	
 11/1/2016

 	
  

 	
 6,820.67

 	
  

 	
 26.00

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 0107 

 	
  

 	
 -2900

 	
  

 	
 Larry North Fitness

 	
  

 	
 7/29/2006

 	
  

 	
 7/31/2016

 	
  

 	
 10,021

 	
  

 	
 11,691.17

 	
  

 	
 14.00

 	
  

 	
 6,769.40

 	
  

 	
  

 	
  

 	
 875.08

 	
  

 	
 BRS

 	
  

 	
 8/1/2013

 	
  

 	
 12,108.71

 	
  

 	
 14.50

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 BRS

 	
  

 	
 8/1/2014 

 	
  

 	
 12,526.25

 	
  

 	
 15.00

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 BRS

 	
  

 	
 8/1/2015

 	
  

 	
 12,943.79

 	
  

 	
 15.50

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 BRS

 	
  

 	
 7/1/2016

 	
  

 	
 21,294.63

 	
  

 	
 25.50

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 0107 

 	
  

 	
 -2950

 	
  

 	
 City Vet

 	
  

 	
 5/1/2011

 	
  

 	
 4/30/2016

 	
  

 	
 4,536

 	
  

 	
 9,450.00

 	
  

 	
 25.00

 	
  

 	
 3,064.20

 	
  

 	
  

 	
  

 	
 418.00

 	
  

 	
 BRS

 	
  

 	
 5/1/2013

 	
  

 	
 9,639.00

 	
  

 	
 25.50

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 BRS

 	
  

 	
 5/1/2014

 	
  

 	
 9,733.50

 	
  

 	
 25.75

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 BRS

 	
  

 	
 5/1/2015

 	
  

 	
 9,884.70

 	
  

 	
 26.15

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 0107 

 	
  

 	
 -3050

 	
  

 	
 European Wax Center

 	
  

 	
 6/24/2010

 	
  

 	
 6/30/2015

 	
  

 	
 1,860

 	
  

 	
 4,650.00

 	
  

 	
 30.00

 	
  

 	
 1,256.47

 	
  

 	
  

 	
  

 	
 195.00

 	
  

 	
 BRS

 	
  

 	
 6/24/2013

 	
  

 	
 4,805.00

 	
  

 	
 31.00

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 BRS

 	
  

 	
 6/24/2014

 	
  

 	
 4,960.00

 	
  

 	
 32.00

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 0107

 	
  

 	
 -3100

 	
  

 	
 USA Martial Arts &
 Fitness

 	
  

 	
 1/15/2012

 	
  

 	
 1/31/2017

 	
  

 	
 2,861

 	
  

 	
 6,616.06

 	
  

 	
 27.75

 	
  

 	
 1,932.70

 	
  

 	
  

 	
  

 	
 278.42

 	
  

 	
 BRS

 	
  

 	
 2/1/2013

 	
  

 	
 6,813.95

 	
  

 	
 28.58

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 BRS

 	
  

 	
 2/1/2014

 	
  

 	
 7,018.99

 	
  

 	
 29.44

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 BRS

 	
  

 	
 2/1/2015

 	
  

 	
 7,228.79

 	
  

 	
 30.32

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 BRS

 	
  

 	
 2/1/2016

 	
  

 	
 7,445.75

 	
  

 	
 31.23

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 0107 

 	
  

 	
 -3150

 	
  

 	
 Team Sports

 	
  

 	
 10/1/2011

 	
  

 	
 9/30/2016

 	
  

 	
 2,800

 	
  

 	
 6,248.67

 	
  

 	
 26.78

 	
  

 	
 1,891.45

 	
  

 	
  

 	
  

 	
 273.33

 	
  

 	
 BRS

 	
  

 	
 10/1/2013

 	
  

 	
 6,435.33

 	
  

 	
 27.58

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 BRS

 	
  

 	
 10/1/2014

 	
  

 	
 6,629.00

 	
  

 	
 28.41

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 BRS

 	
  

 	
 10/1/2015

 	
  

 	
 6,827.33

 	
  

 	
 29.26

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 0107 

 	
  

 	
 -3175

 	
  

 	
 Creme de la Cookie

 	
  

 	
 5/16/2010

 	
  

 	
 7/31/2013

 	
  

 	
 1,044

 	
  

 	
 2,827.50

 	
  

 	
 32.50

 	
  

 	
 705.24

 	
  

 	
  

 	
  

 	
 87.00

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 0107 

 	
  

 	
 -3200

 	
  

 	
 Kidville

 	
  

 	
 1/29/2011

 	
  

 	
 1/31/2018

 	
  

 	
 8,730

 	
  

 	
 13,095.00

 	
  

 	
 18.00

 	
  

 	
 5,897.35

 	
  

 	
  

 	
  

 	
 545.63

 	
  

 	
 BRS

 	
  

 	
 2/1/2014

 	
  

 	
 14,550.00

 	
  

 	
 20.00

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 BRS

 	
  

 	
 2/1/2016

 	
  

 	
 16,005.00

 	
  

 	
 22.00

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 0107 

 	
  

 	
 -3500

 	
  

 	
 Royal China Restaurant

 	
  

 	
 8/7/2008

 	
  

 	
 8/31/2018

 	
  

 	
 3,892

 	
  

 	
 7,459.67

 	
  

 	
 23.00

 	
  

 	
 2,629.12

 	
  

 	
  

 	
  

 	
 364.33

 	
  

 	
 BRS

 	
  

 	
 9/1/2013

 	
  

 	
 7,784.00

 	
  

 	
 24.00

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 BRS

 	
  

 	
 9/1/2014

 	
  

 	
 8,108.33

 	
  

 	
 25.00

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 BRS

 	
  

 	
 9/1/2015

 	
  

 	
 8,432.67

 	
  

 	
 26.00

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 BRS

 	
  

 	
 9/1/2016

 	
  

 	
 8,757.00

 	
  

 	
 27.00

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 BRS

 	
  

 	
 9/1/2017

 	
  

 	
 9,081.33

 	
  

 	
 28.00

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 0107 

 	
  

 	
 -3600

 	
  

 	
 Foot Solutions

 	
  

 	
 10/31/2008

 	
  

 	
 10/31/2013

 	
  

 	
 1,981

 	
  

 	
 3,838.19

 	
  

 	
 23.25

 	
  

 	
 1,338.23

 	
  

 	
  

 	
  

 	
 205.08

 	
  

 	
 BRS

 	
  

 	
 10/31/2012

 	
  

 	
 3,962.00

 	
  

 	
 24.00

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 0107 

 	
  

 	
 -3800

 	
  

 	
 Copper Lamp

 	
  

 	
 11/24/2003

 	
  

 	
 1/31/2014

 	
  

 	
 6,534

 	
  

 	
 13,612.50

 	
  

 	
 25.00

 	
  

 	
 4,413.87

 	
  

 	
  

 	
  

 	
 584.50

 	
  

 	
 BRS

 	
  

 	
 8/1/2013

 	
  

 	
 14,157.00

 	
  

 	
 26.00

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 0107 

 	
  

 	
 -4000

 	
  

 	
 Creative Stitches and gifts

 	
  

 	
 4/25/2005

 	
  

 	
 1/31/2012

 	
  

 	
 2,069

 	
  

 	
 4,138.00

 	
  

 	
 24.00

 	
  

 	
 1,397.65

 	
  

 	
  

 	
  

 	
 212.42

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 



 -73-









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  Database:

 	
  

 	
HSMI


 	
  

 	
 Rent Roll

 	
  

 	
 Page:

 	
  

 	
  

 	
  

 	
 4  

 
	
  Bldg Status:

 	
  

 	
 ALL

 	
  

 	
 Preston Royal Shopping Center

 	
  

 	
 Date:

 	
  

 	
 10/10/2012  

 
	
  

 	
  

 	
  

 	
  

 	
 10/10/2012

 	
  

 	
 Time:

 	
  

 	
 12:30 PM  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 GLA

 Sqft

 	
  

 	
 Monthly

 Base Rent

 	
  

 	
 Annual

 Rate PSF

 	
  

 	
 Monthly Cost
Recovery

 	
  

 	
 Expense

 Stop

 	
  

 	
 Monthly

 Other Income

 	
  

 	
 ------------ Future Rent Increases ------------

 
	
 Bldg Id-Suit Id

 	
  

 	
 Occupant
 Name

 	
  

 	
 Rent
 Start

 	
  

 	
 Expiration

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 Cat

 	
  

 	
 Date

 	
  

 	
 Monthly
 Amount

 	
  

 	
 PSF  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 0107

 	
  

 	
 -4100

 	
  

 	
 Vital Force Wellness

 	
  

 	
 9/1/2006

 	
  

 	
 8/31/2009

 	
  

 	
 647

 	
  

 	
 754.83

 	
  

 	
 14.00

 	
  

 	
 63.43

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 0107

 	
  

 	
 -4150

 	
  

 	
 Doughery’s Pharmacy
 (office)

 	
  

 	
 6/15/2011

 	
  

 	
 6/30/2013

 	
  

 	
 320

 	
  

 	
 266.67

 	
  

 	
 10.00

 	
  

 	
 53.33

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 0107

 	
  

 	
 -4200

 	
  

 	
 North Dallas Medical Group
 (2)

 	
  

 	
 8/30/2012

 	
  

 	
 8/31/2015

 	
  

 	
 286

 	
  

 	
 381.33

 	
  

 	
 16.00

 	
  

 	
 193.05

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 BRC

 	
  

 	
 8/1/2013

 	
  

 	
 393.25
 

 	
  

 	
 16.50
 

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 BRC

 	
  

 	
 8/1/2014

 	
  

 	
 405.17

 	
  

 	
 17.00

 
	
  

 
	
 0107

 	
  

 	
 -4300

 	
  

 	
 North Dallas Medical Group

 	
  

 	
 2/25/2011

 	
  

 	
 2/28/2014

 	
  

 	
 616

 	
  

 	
 847.00

 	
  

 	
 16.50

 	
  

 	
 416.09

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 BRC

 	
  

 	
 3/1/2013

 	
  

 	
 872.67

 	
  

 	
 17.00

 
	
  

 
	
 0107

 	
  

 	
 -4400

 	
  

 	
 Classic Custom Hair Design

 	
  

 	
 1/1/2012

 	
  

 	
 12/31/2014

 	
  

 	
 762

 	
  

 	
 1,047.75

 	
  

 	
 16.50

 	
  

 	
 514.75

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 BRC

 	
  

 	
 1/1/2013

 	
  

 	
 1,016.00

 	
  

 	
 16.00

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 0107

 	
  

 	
 -4500

 	
  

 	
 National Council of Jewish

 	
  

 	
 1/1/1997

 	
  

 	
 12/31/2011

 	
  

 	
 308

 	
  

 	
 282.33

 	
  

 	
 11.00

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 0107

 	
  

 	
 -4700

 	
  

 	
 Radio Shack #018184

 	
  

 	
 6/1/2003

 	
  

 	
 5/31/2014

 	
  

 	
 2,504

 	
  

 	
 5,164.50

 	
  

 	
 24.75

 	
  

 	
 1,591.76

 	
  

 	
  

 	
  

 	
 150.20

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 0107

 	
  

 	
 -4900

 	
  

 	
 Kids Cooking Co. / Toy
 Maven

 	
  

 	
 7/11/2005

 	
  

 	
 10/31/2012

 	
  

 	
 6,263

 	
  

 	
 10,657.54

 	
  

 	
 20.42

 	
  

 	
 4,041.63

 	
  

 	
  

 	
  

 	
 538.58

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 0107

 	
  

 	
 -5000

 	
  

 	
 Wild About Flowers

 	
  

 	
 7/20/2004

 	
  

 	
 7/31/2013

 	
  

 	
 2,227

 	
  

 	
 4,546.79

 	
  

 	
 24.50

 	
  

 	
 1,504.41

 	
  

 	
  

 	
  

 	
 256.25

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 0107

 	
  

 	
 -5100

 	
  

 	
 Hollywood Nails

 	
  

 	
 9/20/2004

 	
  

 	
 9/30/2014

 	
  

 	
 1,881

 	
  

 	
 4,232.25

 	
  

 	
 27.00

 	
  

 	
 1,270.69

 	
  

 	
  

 	
  

 	
 202.00

 	
  

 	
 BRS

 	
  

 	
 10/1/2013

 	
  

 	
 4,389.00

 	
  

 	
 28.00

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 0107

 	
  

 	
 -5300

 	
  

 	
 Cantina Laredo

 	
  

 	
 1/27/1998

 	
  

 	
 1/31/2013

 	
  

 	
 6,000

 	
  

 	
 13,750.00

 	
  

 	
 27.50

 	
  

 	
 3,818.07

 	
  

 	
  

 	
  

 	
 391.76

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 0107

 	
  

 	
 -5400

 	
  

 	
 Premier Sports Chiropractic

 	
  

 	
 3/16/2009

 	
  

 	
 11/30/2012

 	
  

 	
 1,190

 	
  

 	
 2,380.00

 	
  

 	
 24.00

 	
  

 	
 803.88

 	
  

 	
  

 	
  

 	
 99.17

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 0107

 	
  

 	
 -5700

 	
  

 	
 Sport Clips

 	
  

 	
 9/1/2004

 	
  

 	
 8/31/2014

 	
  

 	
 865

 	
  

 	
 2,234.58

 	
  

 	
 31.00

 	
  

 	
 584.31

 	
  

 	
  

 	
  

 	
 112.08

 	
  

 	
 BRS

 	
  

 	
 9/1/2013

 	
  

 	
 2,306.67

 	
  

 	
 32.00

 
	
  

 
	
 0107

 	
  

 	
 -5750

 	
  

 	
 Smashing Times

 	
  

 	
 6/1/2012

 	
  

 	
 5/31/2013

 	
  

 	
 831

 	
  

 	
 1,662.00

 	
  

 	
 24.00

 	
  

 	
 561.34

 	
  

 	
  

 	
  

 	
 109.25

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 0107

 	
  

 	
 -5800

 	
  

 	
 Ken Man’s Shop

 	
  

 	
 9/19/1993

 	
  

 	
 9/30/2013

 	
  

 	
 3,316

 	
  

 	
 6,079.33

 	
  

 	
 22.00

 	
  

 	
 2,240.02

 	
  

 	
  

 	
  

 	
 310.75

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 0107

 	
  

 	
 -5950

 	
  

 	
 FedEx Kinko’s

 	
  

 	
 6/30/2006

 	
  

 	
 8/31/2013

 	
  

 	
 1,650

 	
  

 	
 3,712.50

 	
  

 	
 27.00

 	
  

 	
 1,114.60

 	
  

 	
  

 	
  

 	
 137.50

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 
	
 0107

 	
  

 	
 -6000

 	
  

 	
 White Selection

 	
  

 	
 9/15/2000

 	
  

 	
 1/31/2016

 	
  

 	
 2,410

 	
  

 	
 5,623.33

 	
  

 	
 28.00

 	
  

 	
 1,628.00

 	
  

 	
  

 	
  

 	
 240.83

 	
  

 	
 BRS

 	
  

 	
 1/1/2014

 	
  

 	
 5,824.17

 	
  

 	
 29.00

 
	
  

 
	
 0107

 	
  

 	
 -6200

 	
  

 	
 Hale’s Dispensing Opticians

 	
  

 	
 6/1/2002

 	
  

 	
 5/31/2013

 	
  

 	
 1,538

 	
  

 	
 3,537.06

 	
  

 	
 27.60

 	
  

 	
 1,039.00

 	
  

 	
  

 	
  

 	
 128.17

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 0107

 	
  

 	
 -6300

 	
  

 	
 Einstein Bros. Bagels
 #3558

 	
  

 	
 12/7/2010

 	
  

 	
 12/31/2020

 	
  

 	
 2,040

 	
  

 	
 4,590.00

 	
  

 	
 27.00

 	
  

 	
 1,378.09

 	
  

 	
  

 	
  

 	
 170.00

 	
  

 	
 BRS

 	
  

 	
 1/1/2016

 	
  

 	
 4,930.00

 	
  

 	
 29.00

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 BRS

 	
  

 	
 1/1/2017

 	
  

 	
 5,100.00

 	
  

 	
 30.00

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 BRS

 	
  

 	
 1/1/2018

 	
  

 	
 5,270.00

 	
  

 	
 31.00

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 BRS

 	
  

 	
 1/1/2019

 	
  

 	
 5,440.00

 	
  

 	
 32.00

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 BRS

 	
  

 	
 1/1/2020

 	
  

 	
 5,610.00

 	
  

 	
 33.00

 
	
  

 
	
 0107

 	
  

 	
 -6350

 	
  

 	
 Lucy’s Tailor

 	
  

 	
 9/1/2012

 	
  

 	
 8/31/2017

 	
  

 	
 492

 	
  

 	
 1,517.00

 	
  

 	
 37.00

 	
  

 	
 330.46

 	
  

 	
  

 	
  

 	
 61.50

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 
	
 0107

 	
  

 	
 -6400

 	
  

 	
 Preston Royal Cleaners

 	
  

 	
 9/1/2012

 	
  

 	
 8/31/2017

 	
  

 	
 650

 	
  

 	
 2,004.17

 	
  

 	
 37.00

 	
  

 	
 436.58

 	
  

 	
  

 	
  

 	
 81.25

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 



 -74-









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  Database:

 	
  

 	
 HSMI

 	
  

 	
  

 	
 Rent Roll

 	
  

 	
 Page:

 	
  

 	
 5  

 
	
  Bldg
 Status:

 	
 ALL

 	
  

 	
  

 	
 Preston Royal Shopping Center

 	
  

 	
 Date:

 	
  

 	
 10/10/2012  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
 10/10/2012

 	
  

 	
 Time:

 	
  

 	
 12:30 PM  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 GLA

 Sqft

 	
  

 	
 Monthly
Base
 Rent

 	
  

 	
 Annual
Rate
 PSF

 	
  

 	
 Monthly
Cost
 Recovery

 	
  

 	
 Expense
Stop

 	
  

 	
 Monthly
Other
 Income

 	
  

 	
 ------Future
 Rent Increases------

 
	
 Bldg Id-Suit Id

 	
  

 	
 Occupant
 Name

 	
  

 	
 Rent
 Start

 	
  

 	
  

 	
 Expiration

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 Cat

 	
  

 	
 Date

 	
  

 	
 Monthly
 Amount  

 	
  

 	
 PSF 

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 0107 -6600

 	
  

 	
 Chase Bank

 	
  

 	
  

 	
 1/1/2008

 	
  

 	
  

 	
 1/31/2008

 	
  

 	
 0

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 750.00

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Totals: 

 	
  

 	
 Occupied Sqft:

 	
  

 	
  

 	
 97.26

 	
 %

 	
  

 	
 66
 Units

 	
  

 	
 223,620

 	
  

 	
 410,693.50

 	
  

 	
  

 	
  

 	
 101,903.91

 	
  

 	
  

 	
  

 	
 13,373.42

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Leased/Unoccupied Sqft:

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 0
 Units

 	
  

 	
 0

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Vacant Sqft:

 	
  

 	
  

 	
 2.74

 	
 %

 	
  

 	
 3
 Units

 	
  

 	
 6,300

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Total
 Sqft:

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 69
 Units

 	
  

 	
 229,920

 	
  

 	
 410,693.50

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Total Preston Royal Shopping
Center: 

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Occupied
 Sqft:

 	
  

 	
  

 	
 97.26

 	
 %

 	
  

 	
 66
 Units

 	
  

 	
 223,620

 	
  

 	
 410,693.50

 	
  

 	
  

 	
  

 	
 101,903.91

 	
  

 	
  

 	
  

 	
 13,373.42

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Leased/Unoccupied
 Sqft:

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 0
 Units

 	
  

 	
 0

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Vacant Sqft:

 	
  

 	
  

 	
 2.74

 	
 %

 	
  

 	
 3
 Units

 	
  

 	
 6,300

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Total
 Sqft:

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 69
 Units

 	
  

 	
 229,920

 	
  

 	
 410,693.50

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Grand Total: 

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Occupied
 Sqft:

 	
  

 	
  

 	
 97.26

 	
 %

 	
  

 	
 66 Units

 	
  

 	
 223,620

 	
  

 	
 410,693.50

 	
  

 	
  

 	
  

 	
 101,903.91

 	
  

 	
  

 	
  

 	
 13,373.42

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Leased/Unoccupied
 Sqft:

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 0
 Units

 	
  

 	
 0

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Vacant Sqft:

 	
  

 	
  

 	
 2.74

 	
 %

 	
  

 	
 3
 Units

 	
  

 	
 6,300

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Total
 Sqft:

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 69
 Units

 	
  

 	
 229,920

 	
  

 	
 410,693.50

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 





-75-







EXHIBIT 1.46


Special Warranty Deed


	
  

 	
  

 
	
 AFTER RECORDING RETURN TO:

 	
  

 
	
  

 	
  

 
	
  



 	
  

 
	
  



 	
  

 
	
  



 	
  

 



SPECIAL WARRANTY DEED


	
  

 	
  

 	
  

 
	
 THE STATE OF TEXAS

 	
 §

 	
  

 
	
  

 	
 § 

 	
 KNOW ALL MEN BY
 THESE PRESENTS:

 
	
 COUNTY OF DALLAS

 	
 §

 	
  

 


          THAT,
PRESTON ROYAL REALTY COMPANY, a Texas joint venture (“Grantor”), for and
in consideration of TEN AND 00/100 DOLLARS ($10.00) in cash, and other good and
valuable consideration, in hand paid by ______________________ (“Grantee”),
whose mailing address is __________________________, receipt and sufficiency of
such consideration being hereby acknowledged, has GRANTED, SOLD AND CONVEYED,
and by these presents does GRANT, SELL AND CONVEY unto Grantee that certain
real property (the “Premises”) being more particularly described in Exhibit A
attached hereto and made a part hereof for all purposes, together with (i) any
and all rights, privileges, and appurtenances belonging or pertaining to the
Premises; (ii) any and all improvements, structures, and fixtures located on,
over, and under the Premises; (iii) any and all easements or rights-of-way
affecting the Premises and any of Grantor’s rights to use the same; (iv) any
and all rights of ingress and egress to and from the Premises and any of
Grantor’s rights to use the same; and (v) all right, title, and interest of
Grantor, if any, in and to (a) any and all roads (open or proposed) affecting,
crossing, fronting, or bounding the Premises, including any awards made or to
be made relating thereto including, without limitation, any unpaid awards or
damages payable by reason of damages thereto or by reason of a widening of or
changing of the grade with respect to the same, (b) any and all air rights,
water rights, claims, and permits relating to the Premises, and (c) any and all
reversionary interests in and to the Premises (the Premises, together with any
and all of the related improvements, rights, privileges, appurtenances, and
interests referenced in items (i) through (v) above, (collectively, the
“Property”); subject, however, to those matters more particularly described
in Exhibit B attached hereto and made a part hereof for all
purposes, but only if and to the extent currently in force and applicable
(collectively, the “Permitted Exceptions”).


          TO
HAVE AND TO HOLD the premises aforesaid with all and singular, the rights,
privileges, appurtenances and immunities thereto belonging or in any wise
appertaining unto the said Grantee and unto Grantee’s successors and assigns
forever, the said Grantor hereby covenanting that the premises are free and
clear from any encumbrance done or suffered by Grantor other than the Permitted
Exceptions; and that Grantor will warrant and defend the title to said premises
unto the said Grantee and unto Grantee’s successors and assigns forever,
against the lawful claims and demands of all persons claiming by, through or
under Grantor, but not otherwise.


          Grantee,
by its acceptance hereof, hereby assumes payment of all standby charges, ad
valorem real estate taxes and assessments with respect to the 2012 calendar
year and subsequent calendar years, not yet due and payable, each to the extent
attributable to all or any portion of the Property.







          IN WITNESS
WHEREOF, this instrument has been executed as of (but not necessarily on) this
_____ day of ___________________, 2012.


	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 PRESTON ROYAL
 REALTY COMPANY, 

 
	
  

 	
 a Texas joint
 venture

 
	
  

 	
  

 
	
  

 	
 By:

 	
 SC Preston Royal,
 Ltd.,

 
	
  

 	
  

 	
 a Texas limited
 partnership,

 
	
  

 	
  

 	
 Joint Venturer

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 By:

 	
 SC Preston Royal
 GP, Inc.,

 
	
  

 	
  

 	
  

 	
 a Texas
 corporation,

 
	
  

 	
  

 	
  

 	
 Managing Partner

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 By:

 	
  



 
	
  

 	
  

 	
  

 	
  

 	
 Jacqueline Miller Stewart,

 
	
  

 	
  

 	
  

 	
  

 	
 Vice President

 






	
  

 	
  

 	
  

 
	
 THE STATE OF TEXAS

 	
  

 	
 §

 
	
  

 	
 §

 	
  

 
	
 COUNTY OF DALLAS

 	
  

 	
 §

 



          The
foregoing instrument was acknowledged before me this ______ day of
_______________, 2012, by Jacqueline Miller Stewart, Vice President of SC
Preston Royal GP, Inc., a Texas corporation, in its capacity as Manager Partner
of SC Preston Royal, Ltd., a Texas limited partnership, in its capacity as Joint
Venturer of Preston Royal Realty Company, a Texas joint venture, on behalf of
such joint venture.


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Notary:

 	
  



 	
  

 
	
  

 	
 Printed Name:

 	
  



 	
  

 
	
  

 	
 Notary Public,
 State of

 	
  



 
	
  

 	
 My Commission
 Expires:

 	
  



 	
  

 






 -77-







EXHIBIT 1.48


Tenant Estoppel Letter


[BUYER] (“Buyer”)


Preston Royal Realty Company

5959 Royal Lane, Suite 634-205

Dallas, Texas 75230 (“Seller”)


	
  

 	
  

 
	
 Re:

 	
 Lease dated __________________, __________ (the “Lease”)
 executed between _____________________________________________ (“Landlord”),
 and (“Tenant”), for those premises located at
 ________________________________________________ comprising approximately
 _____ square feet.

 



Gentlemen:


          The
undersigned Tenant understands that you or your assigns intend to acquire that
property located in Preston Royal Shopping Center, Dallas, Texas (the “Premises”)
from Preston Royal Realty Company. The undersigned Tenant does hereby certify
to Seller, Buyer and any lender providing financing to Buyer, and their
respective successors and assigns, as follows:


	
  

 	
  

 	
  

 
	
  

 	
 A.

 	
 The Lease is in
 full force and effect and has not been modified, supplemented, or amended
 except as follows:

 
	
  

 	
  

 	
  

 
	
  

 	
 B.

 	
 Tenant does not
 claim any offsets or credits against rents payable under the Lease. 

 
	
  

 	
  

 	
  

 
	
  

 	
 C.

 	
 Tenant does not
 have any unexpended tenant or other allowance, except as follows: ____________________________________________________. All work to be performed for Tenant under the
 Lease has been performed as required and accepted by Tenant, except as
 follows:  _________________________________________________________________________________________
_______________________________________________.

 
	
  

 	
  

 	
  

 
	
  

 	
 D.

 	
 Tenant has not
 paid a security or other deposit with respect to the Lease, except as
 follows:

 
	
  

 	
  

 	
  

 
	
  

 	
 E.

 	
 Tenant has fully
 paid rent on account of the month of            . Base Rent is currently payable
 in monthly installments of $____ (exclusive of Tenant’s share of taxes and
 operating expenses).

 
	
  

 	
  

 	
  

 
	
  

 	
 F.

 	
 Tenant has not
 paid any rentals in advance except for the current month of _______ 2012, and has not
 paid any additional rent in advance except for ____________, 2012.

 
	
  

 	
  

 	
  

 
	
  

 	
 G.

 	
 The term of the
 Lease commenced as of _______________. The Lease shall remain in full force
 and effect through               , and the Tenant has no options to renew or extend
 or terminate the term of the Lease except as expressly provided in the Lease.

 



 -78-









	
  

 	
  

 	
  

 
	
  

 	
 H.

 	
 If applicable,
 Tenant’s base year is ___________.

 
	
  

 	
  

 	
  

 
	
  

 	
 I.

 	
 There exists no
 right to offset, deduction, credit or defense against the payment of rent or
 other charges payable under the Lease by Tenant. To the best knowledge and
 belief of Tenant, there is no default by Landlord under the Lease. Tenant has
 not been granted any concessions, free rent, rent holidays or other rent
 relief not set forth in full on the Lease. Landlord’s obligations with regard
 to any concession, free rent, rent holidays or other rent relief (whether or
 not set forth in the Lease) arising prior to the date hereof have been
 satisfied in full.

 
	
  

 	
  

 	
  

 
	
  

 	
 J.

 	
 Tenant’s pro rata
 share of real property taxes, charges and assessments have been paid through
 _____________, 2012, Tenant’s pro rata share of insurance has been paid
 through ______________, 2012, Tenant’s pro rata share of operating expenses
 has been paid through ________________, 2012. Tenant is not in default under
 the Lease and is current in the payment of any taxes, utilities, operating
 expenses, maintenance payments, and any other charges required to be paid by
 Tenant.

 
	
  

 	
  

 	
  

 
	
  

 	
 K.

 	
 Tenant has not
 assigned, transferred, or hypothecated the Lease or any interest therein or
 sublet all or any portion of the Premises.

 
	
  

 	
  

 	
  

 
	
  

 	
 L.

 	
 Except for the
 Lease, there are no other agreements, written or oral, between Tenant and
 Landlord with respect to the Lease or the Property.

 
	
  

 	
  

 	
  

 
	
  

 	
 M.

 	
 Tenant
 acknowledges that the landlord will assign its interest in the Lease to
 Buyer, and agrees to attorn to Buyer and Buyer’s lender, and to perform all
 of the Tenant’s obligations as lessee under the Lease including, without
 limitation, the payment of rent, directly to Buyer, as the landlord under the
 Lease from and after the date of such assignment.

 
	
  

 	
  

 	
  

 
	
  

 	
 N.

 	
 Except as set
 forth in the Lease, Tenant has no early termination, expansion, renewal,
 extension or purchase options under the Lease or otherwise.

 






	
  

 	
  

 	
  

 
	
  

 	
 Very truly yours,

 
	
  

 	
  

 
	
  

 	
 [TENANT]

 
	
  

 	
  

 
	
  

 	
 By:

 	
  



 
	
  

 	
 Title:

 









-79-









EXHIBIT 1.50


Tenant Notice


__________, 2012


To The
Tenants:


	
 

	
 

	
 


	
 

	
Re:

	
Preston Road
and Royal Lane


	
 

	
 

	
Dallas,
Texas





Dear Tenant:


          _____________________________
(“Buyer”) has purchased the captioned property, from PRESTON ROYAL REALTY COMPANY, a Texas
joint venture (“Seller”).


          Seller
has transferred your security deposit in the general amount of $ ________ (the “Security Deposit”) to Buyer. Buyer has assumed full
responsibility for the Security Deposit including the return of the Security
Deposit to you at the time and upon the conditions set forth in your lease.


          All
rental and other payments that become due under your lease subsequent to the
date hereof should be payable to Buyer and sent to _________ as Buyer’s
management agent, at the following address:


	
 

	
 

	
 


	
 

	 



	
 


	
 

	 



	
 


	
 

	 



	
 


	
 

	 



	
 














-80-









	
 

	
 

	
 


	
 

	
Very truly yours,


	
 

	
 

	
 


	
 

	
SELLER:


	
 

	
 

	
 


	
 

	
PRESTON ROYAL REALTY COMPANY, 


	
 

	
a Texas joint venture


	
 

	
 

	
 


	
 

	
By:

	
SC Preston Royal, Ltd.,


	
 

	
 

	
a Texas limited partnership,


	
 

	
 

	
Joint Venturer








	
 

	
 

	
 


	
 

	
By:

	
SC Preston Royal GP, Inc.,


	
 

	
 

	
a Texas corporation,


	
 

	
 

	
Managing Partner








	
 

	
 

	
 


	
 

	
By:

	
 




	
 

	
 

	
Jacqueline Miller Stewart,


	
 

	
 

	
Vice President








	
 

	
 

	
 

	
 


	
 

	
BUYER:

	
 


	
 

	
 

	
 

	
 


	
 

	 


	
,


	
 

	
 



	
 


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	
 

	
By:

	
 



	
 


	
 

	
Name:

	
 


	
 

	
Title:

	
 












-81-







EXHIBIT 1.56


Update Certificate


SELLER’S CLOSING CERTIFICATE


          The
undersigned hereby certifies to __________________, a
_________________, that the
representations and warranties contained in Section 6(a) of that certain
Purchase and Sale Agreement dated as of October ___, 2012, as same may be
amended (the “Agreement”), by and between Preston Royal Realty Company,
a Texas joint venture (“Seller”), and ______________________________,
remain true, complete and correct in all material respects as of the date
hereof. The representations and warranties contained herein are made by Seller
to the standard of knowledge, if any and as defined in the Agreement, contained
in the Agreement for the applicable representation or warranty.


	
 

	
 

	
 


	
Dated: _________, 2012

	
PRESTON ROYAL REALTY COMPANY, 


	
 

	
a Texas joint venture


	
 

	
 

	
 


	
 

	
By:

	
SC Preston Royal, Ltd.,


	
 

	
 

	
a Texas limited partnership,


	
 

	
 

	
Joint Venturer








	
 

	
 

	
 


	
 

	
By:

	
SC Preston Royal GP, Inc.,


	
 

	
 

	
a Texas corporation,


	
 

	
 

	
Managing Partner








	
 

	
 

	
 

	
 


	
 

	
By:

	
 



	
 


	
 

	
 

	
Jacqueline Miller Stewart,

	
 


	
 

	
 

	
Vice President

	
 












-82-







EXHIBIT 4(a)


Tenant Inducement Costs and Leasing
Commissions


	
  

 	
  

 
	
  

 	
 1. At Closing, Buyer must reimburse Seller for any of the following
 amounts (which amounts have not yet been paid to the relevant tenants as of
 the execution date of this Agreement) which Seller pays to the relevant
 tenants between the execution date of this Agreement and Closing:

 





	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Tenant

 	
  

 	
  

 	
 Currently Unpaid Amounts (to be paid or 

 reimbursed by Buyer)

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Hair Bar
 (Tenant Improvements + 1⁄2 of outside broker’s commission)

 	
  

 	
  

 	
 $49,468.00

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 The Joint
 (Tenant Improvements + 1⁄2 of outside broker’s commission)

 	
  

 	
  

 	
 $17,316.00

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 TOTAL

 	
  

 	
  

 	
 $66,784.00

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 






	
  

 	
  

 
	
  

 	
 2. At Closing, Buyer must reimburse Seller for the following amounts,
 which amounts Seller has already paid to the relevant tenants prior to the
 execution date of this Agreement:

 






	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Tenant

 	
  

 	
  

 	
 Amounts due from Buyer to Seller at 

 Closing

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Hair Bar
 (listing broker’s commission + 1⁄2 of outside broker’s commission)

 	
  

 	
  

 	
 $12,936.00

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Premier
 Chiropractic (Commission)

 	
  

 	
  

 	
 $4,926.60

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 The Joint
 (Listing broker’s commission + 1⁄2 of outside broker’s commission)

 	
  

 	
  

 	
 $6,552.00

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Merge
 (Commission)

 	
  

 	
  

 	
 $4,135.68

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Kids Cooking
 Company (Commission)

 	
  

 	
  

 	
 $59,185.35

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 TOTAL

 	
  

 	
  

 	
 $87,735.63

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 






	
  

 	
  

 
	
  

 	
 3. At Closing, Seller will provide a credit to Buyer for the
 following amount, to the extent that it has not been paid by Seller to the
 relevant tenant prior to Closing:

 






	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Tenant

 	
  

 	
  

 	
 Currently Unpaid Amount (to be paid or 

 credited by Seller)

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Spec’s
 Wines, Spirits, and Finer Foods (Tenant Improvements)

 	
  

 	
  

 	
 $317,376.00

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 The Joint
 (Asbestos Abatement)

 	
  

 	
  

 	
 $10,000.00

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 TOTAL

 	
  

 	
  

 	
 $327,376.00

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 


-83-






EXHIBIT 5(a)


Rent Arrearages


None.












-84-







EXHIBIT 6(a)(iv)


Litigation


None.














-85-







EXHIBIT 20(i)


Personal Property


None.













-86-