Exhibit 10.14


 


AGREEMENT FOR PURCHASE AND SALE OF
REAL PROPERTY


 


RUBBERMAID FACILITY – BRIMFIELD TOWNSHIP,
OHIO




 


THIS AGREEMENT (“Agreement”)
is made and entered into as of the Effective Date by and between AR CAPITAL, LLC (“Buyer”), and BRIMFIELD TOWNSHIP
OH (PROGRESS) LLC (“Seller”).


 


In consideration of
the mutual promises set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto, intending to be legally bound, agree as follows:


 


1.          Terms
and Definitions. The terms listed below shall have the respective meaning given them as set forth adjacent to each term.


 


(a)          
“Closing” shall mean the consummation of the transaction contemplated herein, which shall occur, subject
to the extensions set forth in Sections 10 and 29 hereof, on January 22, 2013 but in no event earlier than one (1) day after the
last day of the Due Diligence Period (as defined herein) unless the Buyer waives the full Due Diligence Period and elects to close
earlier by providing written notice thereof to Seller. The date of Closing is sometimes hereinafter referred to as the “Closing
Date.” Neither party will need to be present at Closing, it being anticipated that the parties will deliver all Closing
documents and deliverables in escrow to the Escrow Agent (or if both Buyer and Seller agree, to Buyer’s and/or Seller’s
counsel) prior to the date of Closing.


 


(b)          “Due
Diligence Period” shall mean the period beginning upon the Effective Date and extending until 11:59 PM EST on the
date that is twenty eight (28) days thereafter. Seller shall deliver to Buyer all of the Due Diligence Materials within Five (5)
business days after the Effective Date, and for each day that passes thereafter until all of the Due Diligence Materials are delivered
to Buyer, the Due Diligence Period and the Closing Date shall be extended by one (1) business day.


 


(b)          “Earnest
Money” shall mean Five Hundred Thousand Dollars ($500,000.00). The Earnest Money shall be delivered to Escrow Agent
within three (3) business days after the Effective Date. The Earnest Money shall be deposited by Buyer in escrow with Escrow Agent,
to be applied as part payment of the Purchase Price at the time the sale is closed, or disbursed as agreed upon in accordance with
the terms of this Agreement. Seller and Buyer each shall pay one-half of all reasonable escrow fees charged by Escrow Agent.


 


(c)          
 “Effective Date” This Agreement shall be signed by both Seller and Buyer. The date that is one (1) business
day after the date of execution and delivery of this Agreement by both Seller and Buyer shall be the “Effective Date”
of this Agreement.


 


(d)          “Escrow
Agent” shall mean Fidelity Title Insurance Company, 200 Galleria Parkway, Suite 2060, Atlanta, Georgia 303309, Attention:
Linda L. Hart, Telephone: (770 325-2714, Telecopy: (678) 213-1731; E-Mail: linda.hart@fntg.com. The parties agree that the
Escrow Agent shall be responsible for (x) organizing the issuance of the Commitment and Title Policy, (y) preparation of the closing
statement, and (z) collection and disbursement of the funds.


 




    	 



    	 



    

 


(e)          “Guarantor”
shall mean Newell Rubbermaid, Inc.


 


(f)          “Guaranty”
shall mean that certain Guaranty of the Lease dated April 9, 2012 (the “Guaranty”), as amended, executed by Guarantor.


 


(g)          “Lease”
shall mean that certain Lease Agreement dated as of April 9, 2012 (the “Lease”) between Seller, as landlord, and Rubbermaid,
Incorporated as tenant (“Tenant”), as further amended.


 


(h)          “Property”
shall mean (a) that certain real property located at on Progress Boulevard in Brimfield Township, Ohio being more particularly
described on Exhibit A, attached hereto and incorporated herein (the “Real Property”) together with all buildings,
facilities and other improvements located thereon (collectively, the “Improvements”); (b) all right, title and interest
of Seller under the Lease and all security deposits (if any) that Seller is holding pursuant to the Lease; (c) all right, title
and interest of Seller in all machinery, furniture, equipment and items of personal property of Seller attached or appurtenant
to, located on or used in the ownership, use, operation or maintenance of the Property or the Improvements (collectively, the “Personalty”);
(d) all right, title and interest of Seller, if any, to any unpaid award for (1) any taking or condemnation of the Property or
any portion thereof, or (2) any damage to the Property or the Improvements by reason of a change of grade of any street or highway;
(e) all easements, licenses, rights and appurtenances relating to any of the foregoing; and (f) all right, title and interest of
Seller in and to any warranties, tradenames, logos (including any federal or state trademark or tradename registrations), or other
identifying name or mark now used in connection with the Real Property and/or the Improvements, but expressly excluding any such
property to the extent owned by Tenant (the “Intangible Property”).


 


(i)          “Purchase
Price” shall mean Thirty Four Million Eight Hundred Eighty One Thousand Six Hundred and NO/100 Dollars ($34,881,600.00).
The Purchase Price is based on a capitalization rate of 7.00% and an Annual Net Rent (hereinafter defined) of $2,441,712.00 per
annum. If the Annual Net Rent on the Closing Date is not the same, the Purchase Price shall be adjusted accordingly.


 


(j)           Seller
and Buyer’s Notice address 


 


(i)          “Seller’s
Notice Address” shall be as follows, except as same may be changed pursuant to the Notice section herein:


 


BRIMFIELD TOWNSHIP OH (PROGRESS)
LLC


Attn. Christopher Hutter


1400 16th Street, Suite
300


Oak Brook, IL 60523


Tel. No.: (630)617-9133


Email: chutter@insiterealestate.com


 




    	2



    	 



    

 


And to:


 


Robin Rash


1400 16th Street, Suite
300


Oak Brook, IL 60523


Tel. No.: (630)617-9117


Email: rrash@insiterealestate.com


 


(ii)         “Buyer’s
Notice Address” shall be as follows, except as same may be changed pursuant to the Notice section herein:


 


Michael Weil


AR Capital, LLC


405 Park Avenue, 15th Floor


New York, NY 10022


Tel. No.: (212) 415-6505


Fax No.: (857) 207-3397


Email: mweil@arlcap.com


 


And to:


 


Jesse Galloway


AR Capital, LLC


405 Park Avenue, 15th Floor


New York, NY 10022


Tel. No.: (212) 415-6516


Fax No.: (646) 861-7751


Email: jgalloway@arlcap.com


 


And Due Diligence Materials (if provided
by email) to:


 


duediligence@arlcap.com


 


With hard copies and/or cds to:


 


James A.
(Jim) Mezzanotte


AR Capital, LLC


202 E Franklin Street


Monroe, NC 28112


Tel. No.: (212) 415-6570


Fax No.: (212) 415-6507


Email: jmezzanotte@arlcap.com


 




    	3



    	 



    

 


2.           Purchase
and Sale of the Property. Subject to the terms of this Agreement, Seller agrees to sell to Buyer, and Buyer agrees to purchase
from Seller, the Property for the Purchase Price.


 


3.           Payment
of Purchase Price. The Purchase Price to be paid by Buyer to Seller shall be paid by wire transfer of immediately available
funds in the amount of the Purchase Price plus or minus prorations, credits and adjustments as provided in Section 4 and elsewhere
in this Agreement to Escrow Agent, at the time of Closing, or as otherwise agreed to between Buyer and Seller.


 


4.           Proration
of Expenses and Payment of Costs and Recording Fees.


 


(a)          All
real estate taxes, rollback taxes, personal property taxes, water and sewer use charges, and any other charges and assessments
constituting a lien on the Property (collectively “Taxes and Assessments”) due and payable on or before the Closing
Date shall be remitted to the collecting authorities or to the Escrow Agent by Seller prior to or at Closing. There shall be no
closing adjustments between the parties for Taxes and Assessments not yet due and payable at Closing unless Tenant is not responsible
for all such Taxes and Assessments due in accordance with the provisions of the Lease. At Closing, Buyer shall receive a credit
equal to the amount of Taxes and Assessments which Tenant has remitted to Seller pursuant to the Lease, and which relate to Taxes
and Assessments due and payable after the Closing Date.


 


(b)          All
rents shall be prorated as of the Closing Date with Buyer being credited for rent attributable to the day of Closing through and
including the last day of the calendar month in which the Closing Date occurs.


 


(c)          Seller
shall pay or be charged with the following costs and expenses in connection with this transaction which costs shall be referred
to as “Seller’s Closing Costs”:


 


(i)          100%
of all Owner’s Title Insurance policy premiums, including search costs and a survey endorsement, but excluding any other
endorsements issued in connection with such policies other than endorsements that Seller elects to purchase to cover title issues,
if any;


 


(ii)         Transfer
taxes and conveyance fees on the sale and transfer of the Property.


 


(iii)        Broker’s
commission payments (for both leasing and sales commissions earned), in accordance with Section 24 of this Agreement;


 


(iv)        All
fees relating to the granting and executing of the Deed for the Property and for any costs incurred in connection with the release
of existing debt, including, but not limited to, prepayment penalty fees and recording fees for documents providing for the release
of the applicable Property from the existing debt.


 




    	4



    	 



    

 


 


(d)        Buyer
shall pay or be charged with the following costs and expenses in connection with this transaction, which costs shall be referred
to as “Buyer’s Closing Costs”:


 


(i)          Title Insurance
policy premiums for any endorsements issued in connection with such policies other than endorsements that Seller elects to purchase
to cover title issues, if any, and other than a survey endorsement;


 


(ii)         All
fees relating to the recording of the Deed for the Property;


 


(iii)        all
costs and expenses in connection with Buyer’s financing, including appraisal, points, commitment fees, title insurance premiums
and the like and costs for the filing of all documents necessary to complete such financing and related documentary stamp tax and
intangibles tax; and


 


(iv)        Buyer
shall pay for the cost of its own survey, Phase 1 environmental study and due diligence investigations.


 


(e)       Each
party shall pay its own legal fees incidental to the negotiation, execution and delivery of this Agreement and the consummation
of the transactions contemplated hereby.


 


5.          Title.
At Closing, Seller agrees to convey to Buyer fee simple marketable title to the Property by special warranty deed, free and clear
of all liens, defects of title, conditions, easements, assessments, restrictions, and encumbrances except for Permitted Exceptions
(as hereinafter defined).


 


6.          Examination
of Property. Seller and Buyer hereby agree as follows:


 


(a)          Buyer
shall order a title commitment (the “Title Commitment”) from Escrow Agent, a survey and a zoning report for
the Property promptly after the date hereof, and shall provide to Seller a copy of each document (including copies of all Schedule
B documents referenced in the Title Commitment) within five (5) business days following receipt of each item). All matters shown
in the Title Commitment, survey or zoning report (“Title Matters”) with respect to which Buyer fails to object
prior to the expiration of the Due Diligence Period shall be deemed “Permitted Exceptions”. However,
Permitted Exceptions shall not include any mechanic’s lien or any monetary lien, or any deeds of trust, mortgage, or other
loan documents secured by the Property, (collectively, “Liens”). Seller shall be required to cure or
remove all Liens (by payment, bond deposit or indemnity acceptable to Escrow Agent). Seller shall have no obligation to cure any
Title Matter objected to, except as aforesaid, provided Seller notifies Buyer of any objections which Seller elects not to remove
or cure within five (5) business days following receipt of Buyer’s objections. In the event that Seller refuses to remove
or cure any objections, Buyer shall have the right to terminate this Agreement upon written notice to Seller given within five
(5) business days after receipt of Seller’s notice, upon which termination the Earnest Money shall be returned to Buyer and
neither party shall have any further obligation hereunder, except as otherwise expressly set forth herein. If any matter not revealed
in the Title Commitment is discovered by Buyer or by the Escrow Agent and is added to the Title Commitment by the Escrow Agent
at or prior to Closing, Buyer shall have until the earlier of (i) ten (10) days after the Buyer’s receipt of the updated,
revised Title Commitment showing the new title exception, together with a legible copy of any such new matter, or (ii) the date
of Closing, to provide Seller with written notice of its objection to any such new title exception (an “Objection”).
If Seller does not remove or cure such Objection prior to the date of Closing, Buyer may terminate this Agreement, in which case
the Earnest Money shall be returned to Buyer, and neither party shall have any further obligation hereunder, except as otherwise
expressly set forth herein.


 




    	5



    	 



    

  


(b)          Within
five (5) days following the Effective Date, Seller shall provide to Buyer copies of the following documents and materials pertaining
to the Property to the extent within Seller’s possession or reasonably obtainable by Seller or Seller’s counsel: (i)
a complete copy of all leases affecting the Property (unless the same have previously been provided to Buyer) and all amendments
thereto and of all material correspondence relating thereto; (ii) a copy of all surveys and site plans of the Property, including
without limitation any as-built survey obtained or delivered to tenants of the Property in connection with its construction; (iii)
a copy of all architectural plans and specifications and construction drawings and contracts for improvements located on the Property;
(iv) a copy of Seller’s title insurance commitments and policies relating to the Property; (v) a copy of the certificate
of occupancy (or local equivalent) and zoning reports for the Property; and of all governmental permits/approvals; (vi) a copy
of all environmental, engineering and physical condition reports for the Property; (vii) copies of the Property’s real estate
tax bills for the current and prior two (2) tax years or, if the Property has been owned by Seller for less than two (2) tax years,
for the period of ownership; (viii) the operating statements of the Property for the twenty four (24) calendar months immediately
preceding the Effective Date or if the Tenant has been operating for less than twenty-four (24) months, for the period of operation;
(ix) all service contracts and insurance policies which affect the Property, if any; (x) a copy of all warranties relating to the
improvements constructed on the Property, including without limitation any roof warranties; and (xi) a written inventory of all
items of personal property to be conveyed to Buyer, if any (the “Due Diligence Materials”). Seller shall
deliver any other documents relating to the Property reasonably requested by Buyer, to the extent within Seller’s possession
or reasonably obtainable by Seller or Seller’s counsel, within three (3) business days following such request. Additionally,
during the term of this Agreement, Buyer, its agents and designees, shall have the right to enter the Property for the purposes
of inspecting the Property, conducting soil tests, and making surveys, mechanical and structural engineering studies, inspecting
construction, and conducting any other investigations and inspections as Buyer may reasonably require to assess the condition and
suitability of the Property; provided, however, that such activities by or on behalf of Buyer on the Property shall not damage
the Property nor interfere with construction on the Property or the conduct of business by Tenant under the Lease; and provided
further, however, that Buyer shall indemnify and hold Seller harmless from and against any and all claims or damages to the extent
resulting from the activities of Buyer on the Property, and Buyer shall repair any and all damage caused, in whole or in part,
by Buyer and return the Property to its condition prior to such damage, which obligation shall survive Closing or any termination
of this Agreement. Seller shall reasonably cooperate with the efforts of Buyer and the Buyer’s representatives to inspect
the Property. After the Effective Date, Buyer shall be permitted to speak and meet with Tenant in connection with Buyer’s
due diligence. Upon signing this agreement, Seller shall provide Buyer with the name of a contact person(s) for the purpose of
arranging site visits. Buyer shall give Seller reasonable written notice (which in any event shall not be less than two (2) business
days) before entering the Property, and Seller may have a representative present during any and all examinations, inspections and/or
studies on the Property. Buyer shall have the unconditional right, for any reason or no reason, to terminate this Agreement by
giving written notice thereof to Seller and the Escrow Agent prior to the expiration of the Due Diligence Period, in which event
this Agreement shall become null and void, Buyer shall receive a refund of the Earnest Money, and all rights, liabilities and obligations
of the parties under this Agreement shall expire, except as otherwise expressly set forth herein. In the event that the Due Diligence
materials enumerated in Section 6(b) (ii) above disclose any matters which need completion or correction, such matters shall be
completed or corrected by Seller. Buyer’s rights and Seller’s obligations with respect to any matters arising subsequent
to the First Due Diligence Period shall be in accordance with Sections 9(b) and 9(c).


 




    	6



    	 



    

  


(c)          Within
two (2) business days following the Effective Date, Seller shall request Estoppel Certificates certified to the following: “AR
Capital, LLC, ARC RMAKNOH001, LLC and their lender, successors and assigns” (and simultaneously provide Buyer with a copy
of such request) and a Waiver of Tenant’s right of first refusal, if any. It shall be a condition of Closing that Seller
shall have obtained an estoppel certificate from Tenant in substantially the form attached hereto as Exhibit F (the “Tenant
Estoppel Certificate”) and an estoppel certificate from Guarantor in substantially the form attached hereto as Exhibit G
(the “Guarantor Estoppel Certificate”), and Seller shall use good faith efforts to obtain the same. Seller shall promptly
deliver to Buyer photocopies or pdf files of the executed estoppel certificates when Seller receives the same.


 


(d)          Seller
shall use good faith efforts to obtain subordination, non-disturbance and attornment agreement from Tenant in form and substance
reasonably acceptable to Buyer and Buyer’s Lender, if applicable (the “SNDA”).


 


(e)          Seller
shall use good faith efforts to obtain estoppel certificates with respect to reciprocal easement agreements as may be reasonably
requested by Buyer.


 


7.           Risk
of Loss/Condemnation. Upon an occurrence of a casualty, condemnation or taking, Seller shall notify Buyer in writing of same.
Until Closing, the risk of loss or damage to the Property, except as otherwise expressly provided herein, shall be borne by Seller.
In the event all or any portion of the Property is damaged in any casualty or condemned or taken (or notice of any condemnation
or taking is issued) so that: (a) Tenant has a right of termination or abatement of rent under the Lease, or (b) with respect to
any casualty, if the cost to repair such casualty would exceed $50,000, or (c) with respect to any condemnation, any Improvements
or access to the Property or more than five percent (5%) of the Property is (or will be) condemned or taken, then, Buyer may elect
to terminate this Agreement by providing written notice of such termination to Seller within ten (10) business days after Buyer’s
receipt of notice of such condemnation, taking or damage, upon which termination the Earnest Money shall be returned to the Buyer
and neither party hereto shall have any further rights, obligations or liabilities under this Agreement, except as otherwise expressly
set forth herein. With respect to any condemnation or taking (of any notice thereof), if Buyer does not elect to cancel this Agreement
as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer at the Closing the rights of Seller
to the awards, if any, for the condemnation or taking, and Buyer shall be entitled to receive and keep all such awards. With respect
to a casualty, if Buyer does not elect to terminate this Agreement or does not have the right to terminate this Agreement as aforesaid,
there shall be no abatement of the Purchase Price and Seller shall assign to Buyer at the Closing the rights of Seller to the proceeds
under Seller’s insurance policies covering such Property with respect to such damage or destruction (or pay to Buyer any
such proceeds received prior to Closing) and pay to Buyer the amount of any deductible with respect thereto, and Buyer shall be
entitled to receive and keep any monies received from such insurance policies.


 






    	7



    	 



    
 


8.          Earnest
Money Disbursement. The Earnest Money shall be held by Escrow Agent, in trust, and disposed of only in accordance with the
following provisions:


 


(a)          If
the Closing occurs, Escrow Agent shall deliver the Earnest Money to, or upon the instructions of, Seller and Buyer on the Closing
Date to be applied as part payment of the Purchase Price. If for any reason the Closing does not occur, Escrow Agent shall deliver
the Earnest Money to Seller or Buyer only upon receipt of a written demand therefor from such party, subject to the following provisions
of this clause (a). Subject to the last sentence of this clause (a), if for any reason the Closing does not occur and either party
makes a written demand (the “Demand”) upon Escrow Agent for payment of the Earnest Money, Escrow Agent shall give written
notice to the other party of the Demand within one business day after receipt of the Demand. If Escrow Agent does not receive a
written objection from the other party to the proposed payment within five (5) business days after the giving of such notice by
Escrow Agent, Escrow Agent is hereby authorized to make the payment set forth in the Demand. If Escrow Agent does receive such
written objection within such period, Escrow Agent shall continue to hold such amount until otherwise directed by written instructions
signed by Seller and Buyer or a final judgment of a court. Notwithstanding the foregoing provisions of this clause (a) if Buyer
delivers a notice to Escrow Agent stating that Buyer has terminated this Agreement on or prior to the expiration of the Due Diligence
Period, then Escrow Agent shall immediately return the Earnest Money to Buyer without the necessity of delivering any notice to,
or receiving any notice from Seller.


 


(b)          The
parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their convenience, that Escrow
Agent shall not be deemed to be the agent of either of the parties, and that Escrow Agent shall not be liable to either of the
parties for any action or omission on its part taken or made in good faith, and not in disregard of this Agreement, but shall be
liable for its negligent acts and for any liabilities (including reasonable attorneys’ fees, expenses and disbursements)
incurred by Seller or Buyer resulting from Escrow Agent’s mistake of law respecting Escrow Agent scope or nature of its duties.
Seller and Buyer shall jointly and severally indemnify and hold Escrow Agent harmless from and against all liabilities (including
reasonable attorneys’ fees, expenses and disbursements) incurred in connection with the performance of Escrow Agent’s
duties hereunder, except with respect to actions or omissions taken or made by Escrow Agent in bad faith, in disregard of this
Agreement or involving negligence on the part of Escrow Agent. Escrow Agent has executed this Agreement in the place indicated
on the signature page hereof in order to confirm that Escrow Agent has received and shall hold the Earnest Money in escrow, and
shall disburse the Earnest Money pursuant to the provisions of this Section 8.


 






    	8



    	 



    
 


9.          Default


 


(a)          In
the event that Seller is ready, willing and able to close in accordance with the terms and provisions hereof, and Buyer defaults
in any of its obligations undertaken in this Agreement, Seller shall be entitled to, as its sole and exclusive remedy to either:
(i) if Buyer is willing to proceed to Closing, waive such default and proceed to Closing in accordance with the terms and provisions
hereof; or (ii) declare this Agreement to be terminated, and Seller shall be entitled to immediately receive all of the Earnest
Money as liquidated damages as and for Seller’s sole remedy. Upon such termination, neither Buyer nor Seller shall have any
further rights, obligations or liabilities hereunder, except as otherwise expressly provided herein. Seller and Buyer agree that
(a) actual damages due to Buyer’s default hereunder would be difficult and inconvenient to ascertain and that such amount
is not a penalty and is fair and reasonable in light of all relevant circumstances, (b) the amount specified as liquidated damages
is not disproportionate to the damages that would be suffered and the costs that would be incurred by Seller as a result of having
withdrawn the Property from the market, and (c) Buyer desires to limit its liability under this Agreement to the amount of the
Earnest Money paid in the event Buyer fails to complete Closing. Seller hereby waives any right to recover the balance of the Purchase
Price, or any part thereof, and the right to pursue any other remedy permitted at law or in equity against Buyer. In no event under
this Section or otherwise shall Buyer be liable to Seller for any punitive, speculative or consequential damages.


 


(b)          In
the event of a default in the obligations herein taken by Seller, or in the event of the failure of a condition precedent set forth
in Section 13 of this Agreement, with respect to the Property, Buyer may, as its sole and exclusive remedy, either: (i) waive any
unsatisfied conditions and proceed to Closing in accordance with the terms and provisions hereof; (ii) terminate this Agreement
by delivering written notice thereof to Seller no later than Closing, upon which termination the Earnest Money shall be refunded
to Buyer, Seller shall pay to Buyer all of the out-of-pocket costs and expenses incurred by Buyer in connection with this Agreement,
not to exceed $15,000.00, which return and payment shall operate to terminate this Agreement and release Seller and Buyer from
any and all liability hereunder, except those which are specifically stated herein to survive any termination hereof; (iii) enforce
specific performance of Seller’s obligations hereunder; or (iv) by notice to Seller given on or before the Closing Date,
extend the Closing Date for a period of up to thirty (30) days (the “Closing Extension Period”), and the “Closing
Date” shall be moved to the last day of the Closing Extension Period. If Buyer so extends the Closing Date, then Seller may,
but shall not be obligated to, cause said conditions to be satisfied during the Closing Extension Period. If Seller does not cause
said conditions to be satisfied during the Closing Extension Period, then Buyer shall have the remedies set forth in Section 9(b)
(i) through (iii) above except that the term “Closing” shall read “Extended Closing”.


 


Notwithstanding
the foregoing, in the event that Seller has made the remedy of specific performance unavailable by conveying the Property to a
party other than Buyer or Approved Assignee, Buyer shall, in addition to the foregoing remedies, be permitted to pursue any and
all rights and remedies available to Buyer at law or in equity; provided, however, in no event shall Seller be liable to Buyer
for any punitive, speculative or indirect consequential damages.


 


10.         Closing.
The Closing shall consist of the execution and delivery of documents by Seller and Buyer, as set forth below, and delivery by Buyer
to Seller of the Purchase Price in accordance with the terms of this Agreement. Seller shall deliver to Escrow Agent for the benefit
of Buyer at Closing the following executed documents:


 




    	9



    	 



    

 


(a)          A
Special Warranty Deed in the form attached hereto as Exhibit B;


 


(b)          An
Assignment and Assumption of Lease and Security Deposits, in the form attached hereto as Exhibit C;


 


(c)          A
Bill of Sale for the personal property, if any, in the form attached hereto as Exhibit D;


 


(d)          An
Assignment of Contracts, Permits, Licenses and Warranties in the form of Exhibit E;


 


(e)          An
original Tenant Estoppel Certificate dated no earlier than 30 days prior to the date of Closing. In addition, the business terms
of the Tenant Estoppel Certificate must be in accordance with and not contradict the Lease. If the Lease and any amendments, bearing
the original signatures of the landlord and tenant thereunder have not been delivered to Buyer previously, a copy thereof confirming
that the copy is true, correct and complete shall be attached to the Tenant Estoppel;


 


(f)          A
settlement statement setting forth the Purchase Price, all prorations and other adjustments to be made pursuant to the terms hereof,
and the funds required for Closing as contemplated hereunder;


 


(g)          All
transfer tax statements, declarations and filings as may be necessary or appropriate for purposes of recordation of the deed;


 


(h)          Good
standing certificates and corporate resolutions or member or partner consents, as applicable, and such other documents as reasonably
requested by Escrow Agent;


 


(i)          Originals
of the warranties set forth on Exhibit I, and any additional warranties required by the Lease, re-issued at Seller’s expense,
to Buyer or Tenant, as requested by Buyer;


 


(j)          A
certificate pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended, or the regulations issued pursuant thereto,
certifying the non foreign status of Seller;


 


(k)         An
owner’s title affidavit as to mechanics’ liens and possession and other matters in customary form reasonably acceptable
to Buyer and Escrow Agent;


 


(l)          An
original SNDA fully executed and notarized by Tenant, if requested by Buyer;


 


(m)        Letter
to Tenant in form of Exhibit H attached hereto;


 


(n)         A
copy of the Punch-List;


 


(o)         An
architect’s certificate certifying that the Property has been constructed in accordance with the approved plans and specifications;


 




    	10



    	 



    

 


(p)          A
certificate of insurance or other evidence reasonably satisfactory to Buyer memorializing and confirming that Tenant is then maintaining
policies of insurance of the types and in the amounts required by the Lease; and


 


(q)          Such
other instruments as are reasonably required by Escrow Agent to close the escrow and consummate the purchase of the Property in
accordance with the terms hereof.


 


At Closing, Buyer shall
instruct Escrow Agent to deliver the Earnest Money to Seller which shall be applied to the Purchase Price, shall deliver the balance
of the Purchase Price to Seller and shall execute and deliver execution counterparts of the closing documents referenced in clauses
(b) and (f) above. Buyer shall have the right to advance the Closing upon five (5) days prior written notice to Seller; provided
that all conditions precedent to both Buyer’s and Seller’s respective obligations to proceed with Closing under this
Agreement have been satisfied (or, if there are conditions to a party’s obligation to proceed with Closing that remain unsatisfied,
such conditions have been waived by such party). Buyer shall have a one-time right to extend the Closing for up to ten (10) business
days upon written notice to Seller to be received by Seller on or prior to the date scheduled for the Closing. If Buyer timely
exercises this right to extend, or exercises the right to extend provided in Section 9(b), any document that Seller is obligated
to provide that is “time sensitive” does not need to be provided again by Seller. The Closing shall be held through
the mail by delivery of the closing documents to the Escrow Agent on or prior to the Closing or such other place or manner as the
parties hereto may mutually agree.


 


11.         Representations
by Seller. For the purpose of inducing Buyer to enter into this Agreement and to consummate the sale and purchase of the Property
in accordance herewith, Seller makes the following representations and warranties to Buyer as of the date hereof and as of the
Closing Date:


 


(a)          Seller
is duly organized (or formed), validly existing and in good standing under the laws of its state of organization, and to the extent
required by law, the State in which the Property is located. Seller has the power and authority to execute and deliver this Agreement
and all closing documents to be executed by Seller, and to perform all of Seller’s obligations hereunder and thereunder.
Neither the execution and delivery of this Agreement and all closing documents to be executed by Seller, nor the performance of
the obligations of Seller hereunder or thereunder will result in the violation of any law or any provision of the organizational
documents of Seller or will conflict with any order or decree of any court or governmental instrumentality of any nature by which
Seller is bound;


 


(b)          Seller
has not received any written notice of any current or pending litigation, condemnation proceeding or tax appeals affecting Seller
or the Property and Seller does not have any knowledge of any pending litigation or tax appeals against Seller or the Property;
Seller has not initiated, nor is Seller participating in, any action for a change or modification in the current subdivision, site
plan, zoning or other land use permits for the Property, other than a proposed revised plat of subdivision to be delivered to Buyer
with the Due Diligence Documents;


 




    	11



    	 



    

 


 (c)          Other
than Title Matters, Seller has not entered into any contracts, subcontracts or agreements affecting the Property which will be
binding upon Buyer after the Closing other than the Lease;


 


(d)          Except
for violations cured or remedied on or before the Effective Date, Seller has not received any written notice from (or delivered
any notice to) any governmental authority regarding any violation of any law applicable to the Property and Seller does not have
knowledge of any such violations;


 


(e)          Seller
is the sole owner of the entire lessor’s interest in the Lease. The Property constitutes one or more separate tax parcels
for purposes of ad valorem taxation;


 


(f)          With
respect to the Lease: (i) the Lease forwarded to Buyer under Section 6(b) is a true, correct and complete copy of the Lease; (ii)
the Lease is in full force and effect and there is no default thereunder; (iii) no brokerage or leasing commissions or other compensation
is or will be due or payable to any person, firm, corporation or other entity with respect to or on account of the current term
of the Lease or any extension or renewal thereof; (iv) Seller has no outstanding obligation to provide Tenant with an allowance
to construct, or to construct at its own expense, any tenant improvements; and (v) The total scheduled annual base rent (the “Annual
Net Rent”) for the initial term of the Lease will be $2,441,712.00 per annum with increases as set forth in Exhibit “A1”.
after year five (5) of the base term of the lease;


 


(g)          There
are no occupancy rights, leases or tenancies affecting the Property other than the Lease. Neither this Agreement nor the consummation
of the transactions contemplated hereby is subject to any first right of refusal or other purchase right in favor of any other
person or entity; and apart from this Agreement, Seller has not entered into any written agreements for the purchase or sale of
the Property, or any interest therein which has not been terminated;


 


(h)          The
transactions contemplated hereby either (i) will not constitute a sale of all or substantially all the assets of Seller, or (ii)
if such transaction does constitute a sale of all or substantially all the assets of any Seller, Seller shall provide to Buyer
at Closing an excise tax lien waiver or such other reasonably obtainable instruments evidencing compliance with laws or payment
of taxes to the extent required by the law of the relevant state, or an indemnification from a party reasonably acceptable to Buyer
for any resulting liability with respect to the period prior to the Closing;


 


(i)          To
Seller’s actual knowledge, except as set forth in the environmental reports to be delivered by Seller to Buyer, no hazardous
substances have been generated, stored, released, or disposed of on or about the Property in violation of any law, rule or regulation
applicable to the Property which regulates or controls matters relating to the environment or public health or safety (collectively,
“Environmental Laws”). Seller has not received any written notice from (nor delivered any notice to) any federal, state,
county, municipal or other governmental department, agency or authority concerning any petroleum product or other hazardous substance
discharge or seepage. For purposes of this Subsection, “hazardous substances” shall mean any substance or material
which is defined or deemed to be hazardous or toxic pursuant to any Environmental Laws. To Seller’s actual knowledge, except
as set forth in the environmental reports to be delivered by Seller to Buyer, there are no underground storage tanks located on
the Property; and


 




    	12



    	 



    

  


(j)          Exhibit
I attached hereto is a true, correct and complete listing of all warranties in effect for the Property (the “Warranties”).


 


The representations
and warranties of Seller shall survive Closing for a period of six (6) months.


 


12.         Representations
by Buyer. Buyer represents and warrants to, and covenants with, Seller as follows:


 


(a)          Buyer
is duly formed, validly existing and in good standing under the laws of Delaware, is authorized to consummate the transaction set
forth herein and fulfill all of its obligations hereunder and under all closing documents to be executed by Buyer, and has all
necessary power to execute and deliver this Agreement and all closing documents to be executed by Buyer, and to perform all of
Buyer’s obligations hereunder and thereunder. This Agreement and all closing documents to be executed by Buyer have been
duly authorized by all requisite corporate or other required action on the part of Buyer and are the valid and legally binding
obligation of Buyer, enforceable in accordance with their respective terms. Neither the execution and delivery of this Agreement
and all closing documents to be executed by Buyer, nor the performance of the obligations of Buyer hereunder or thereunder will
result in the violation of any law or any provision of the organizational documents of Buyer or will conflict with any order or
decree of any court or governmental instrumentality of any nature by which Buyer is bound.


 


The representations
and warranties of Buyer shall survive Closing for a period of one (1) year.


 


13.         Conditions
Precedent to Buyer’s Obligations. Buyer’s obligation to pay the Purchase Price, and to accept title to the Property,
shall be subject to compliance by Seller with the following conditions precedent on and as of the date of Closing:


 


(a)          Seller
shall deliver to Buyer on or before the Closing the items set forth in Section 10 above;


 


(b)          Buyer
shall receive from Escrow Agent or any other title insurer approved by Buyer in its judgment and discretion, a current ALTA owner’s
form of title insurance policy, or irrevocable and unconditional binder to issue the same, with extended coverage for the Real
Property in the amount of the Purchase Price, dated, or updated to, the date of the Closing, insuring, or committing to insure,
at its ordinary premium rates Buyer’s good and marketable title in fee simple to the Real Property and otherwise in such
form and with such endorsements as provided in the title commitment approved by Buyer pursuant to Section 6 hereof and subject
only to the Permitted Exceptions (the “Title Policy”);


 


(c)          Buyer
shall have received a valid and permanent final certificate of occupancy (or the equivalent thereof) for the Property which shall
not contain any contingencies or require any additional work to be completed;


 




    	13



    	 



    

 


 (d)          Tenant
shall be in possession of the premises demised under the Lease, and paying full and unabated rent under the Leases and Tenant
shall not have assigned or sublet the Property;


 


(e)          The
representations and warranties of Seller contained in this Agreement shall have been true when made and shall be true in all material
respects at and as of the date of Closing as if such representations and warranties were made at and as of the Closing, and Seller
shall have performed and complied in all material respects with all covenants, agreements and conditions required by this Agreement
to be performed or complied with by Seller prior to or at the Closing;


 


(f)          Seller
shall have delivered to Buyer a written waiver by Tenant of any right of first refusal, right of first offer or other purchase
option that Tenant has pursuant to the Lease to purchase the Property from Seller;


 


(g)          Seller
shall have made all contributions, payments and/or reimbursements and completed any and all work required by any governmental authority
in connection with the construction and development of the Property, including, without limitation, as required by any variance
or site plan approval.


 


In the event that the
foregoing conditions precedent have not been satisfied as of Closing, Buyer shall have the rights and remedies set forth in Section
9(b) of this Agreement.


 


14.         Conditions
Precedent to Seller’s Obligations. Seller’s obligation to deliver title to the Property shall be subject to compliance
by Buyer with the following conditions precedent on and as of the date of Closing:


 


(a)          Buyer
shall deliver to Escrow Agent on the Closing Date the remainder of the Purchase Price, subject to adjustment of such amount pursuant
to Section 2 hereof; and


 


(b)          The
representations and warranties of Buyer contained in this Agreement shall have been true when made and shall be true in all material
respects at and as of the date of Closing as if such representations and warranties were made at and as of the Closing, and Buyer
shall have performed and complied in all material respects with all covenants, agreements and conditions required by this Agreement
to be performed or complied with by Buyer prior to or at the Closing.


 


15.         Notices.
Unless otherwise provided herein, all notices and other communications which may be or are required to be given or made by
any party to the other in connection herewith shall be in writing and shall be deemed to have been properly given and received
on the date: (i) immediately upon transmittal by email or facsimile (provided that a paper copy of such email transmittal or fax
transmission confirmation receipt, as the case may be, is promptly mailed by certified United States mail or overnight courier
to the addressee along with a copy of the notice), (ii) delivered in person, (iii) deposited in the United States mail, registered
or certified, return receipt requested, or (iv) deposited with a nationally recognized overnight courier, to the addresses set
out in Section 1, or at such other addresses as specified by written notice delivered in accordance herewith. Notwithstanding
the foregoing, Seller and Buyer agree that notice may be given on behalf of each party by the counsel for each party and notice
by such counsel in accordance with this Section 15 shall constitute notice under this Agreement.


 






    	14



    	 



    
 


16.         Seller
Covenants. Seller agrees that it: (a) shall use good faith efforts to complete construction of the Improvements in a prompt
and timely manner; (b) shall, subject to Section 7 hereof and subject to reasonable wear and tear, maintain the Property in the
same (or better) condition as exists on the date hereof; and (c) shall not, without Buyer’s prior written consent, which,
after the expiration of the Due Diligence Period may be withheld in Buyer’s sole discretion: (i) amend the Lease in any manner,
nor enter into any new lease, license agreement or other occupancy agreement with respect to the Property; (ii) consent to an assignment
of the Lease or a sublease of the premises demised thereunder or a termination or surrender thereof; (iii) terminate the Lease
nor release any guarantor of or security for the Lease unless required by the express terms of the Lease; and/or (iv) cause, permit
or consent to an alteration of the premises demised thereunder (unless such consent is non-discretionary). Seller shall promptly
inform Buyer in writing of any material event adversely affecting the ownership, use, occupancy or maintenance of the Property,
whether insured or not.


 


17.         Post-Closing
Covenants. For a time period of one (1) year after the date that constitutes completion of construction under the Leases for
purposes of any Landlord Warranties or responsibilities with respect to repairs and maintenance, Seller shall be and remain responsible
for such repairs and maintenance and completing any warranty work or curing any related defaults by the landlord under the Lease.
Seller further agrees that it will remain adequately capitalized in a manner such that Seller shall have sufficient funds in order
to comply with its obligations as described in this Section 17. In the event that Seller fails to comply with said cure and warranty
obligations, Buyer may, after giving thirty (30) days written notice to Seller and Seller having failed to commence and diligently
pursue to completion curative action within said time period, proceed to remedy such default on its own and shall have recourse
against Seller for any expenses incurred thereby. Neither payment nor acceptance of the Purchase Price nor any provision in this
Agreement will be deemed to constitute a waiver by Buyer of Seller’s responsibility under this Section. This Section, and
all provisions contained herein, shall survive the Closing. The obligations of Seller pursuant to this Section shall continue beyond
the one-year period specified herein as to warranty work or the curing of any defaults required by the landlord pursuant to the
Lease if such defect or default is discovered during the one-year warranty period and is not cured by the Seller within that one-year
warranty period. In other words, defects or defaults which arise or exist prior to the date of expiration of the one-year warranty
period must be cured and corrected by the Seller even though the curing or corrective action may not be commenced or completed
until after the date of expiration of the one-year warranty period.


 


The parties
shall deposit into escrow with Escrow Agent pursuant to an escrow agreement reasonably acceptable to Seller and Buyer (the “Escrow
Agreement”) a portion of the Purchase Price equal to 135% of the estimated cost of completing the Punch-List items, which
estimate shall be reasonably acceptable to Buyer (the “Construction Escrow Deposit”). After Closing, Seller shall complete
all Punch-List items until accepted by Tenant, and the Escrow Agreement shall provide: (i) that Seller will have ninety (90) days
to complete the Punch-List items to Tenant’s and Buyer's reasonable satisfaction; (ii) once so completed, the full amount
of the Construction Escrow Deposit will be paid to Seller; and (iii) if Seller fails to complete all of the Punch-List items within
said 90-day period, then Buyer shall have the right to complete the repair and receive payment of the cost thereof from the Construction
Escrow Deposit and any unused portion of the Construction Escrow Deposit shall be paid to Seller.


 




    	15



    	 



    

 


18.         Performance
on Business Days. A "business day" is a day which is not a Saturday, Sunday or legal holiday recognized by the Federal
Government. Furthermore, if any date upon which or by which action is required under this Agreement is not a business day, then
the date for such action shall be extended to the first day that is after such date and is a business day.


 


19.         Entire
Agreement. This Agreement constitutes the sole and entire agreement among the parties hereto and no modification of this Agreement
shall be binding unless in writing and signed by all parties hereto. No prior agreement or understanding pertaining to the subject
matter hereof (including, without limitation, any letter of intent executed prior to this Agreement) shall be valid or of any force
or effect from and after the date hereof.


 


20.         Severability.
 If any 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, then the remainder of this Agreement, or the application of such provision to persons or circumstances
other than those as to which it is invalid or unenforceable, shall not be affected thereby. Each provision of this Agreement shall
be valid and enforced to the fullest extent permitted by law


 


21.         No
Representations or Warranties. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, SELLER HEREBY DISCLAIMS ALL WARRANTIES OF ANY
KIND OR NATURE WHATSOEVER (INCLUDING WARRANTIES OF HABITABILITY, MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE), WHETHER EXPRESSED
OR IMPLIED, INCLUDING BUT NOT LIMITED TO, WARRANTIES WITH RESPECT TO THE PROPERTY, THE ZONING OF THE LAND, THE SOIL CONDITIONS
OF THE LAND, OR THE SUITABILITY OF THE PROPERTY FOR BUYER’S INTENDED USE THEREOF. BUYER ACKNOWLEDGES THAT BUYER WILL CONDUCT
A DILIGENT INVESTIGATION OF THE PROPERTY WITH REGARD TO ITS CONDITION, PERMITTED USE, AND SUITABILITY FOR BUYER’S INTENDED
USE THEREOF, AS WELL AS ALL OTHER FACTORS DEEMED MATERIAL TO BUYER AND WILL EMPLOY SUCH INDEPENDENT PROFESSIONALS IN CONNECTION
THEREWITH AS DEEMED NECESSARY BY BUYER. BUYER FURTHER ACKNOWLEDGES THAT BUYER IS PURCHASING THE PROPERTY “AS IS” AND
IN ITS PRESENT CONDITION AND THAT BUYER IS NOT RELYING UPON ANY REPRESENTATION OF ANY KIND OR NATURE MADE BY SELLER, OR ANY OF
ITS EMPLOYEES, OR AGENTS WITH RESPECT TO THE PROPERTY, AND THAT, IN FACT, NO SUCH REPRESENTATIONS WERE MADE, EXCEPT AS OTHERWISE
EXPRESSLY PROVIDED HEREIN.


 




    	16



    	 



    

 


WITHOUT IN ANY WAY
LIMITING THE TERMS OF THE PRECEDING PARAGRAPH, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, SELLER MAKES NO WARRANTY WITH RESPECT
TO THE PRESENCE ON OR BENEATH THE PROPERTY (OR ANY PARCEL IN PROXIMITY THERETO) OF HAZARDOUS SUBSTANCES OR MATERIALS WHICH ARE
CATEGORIZED AS HAZARDOUS OR TOXIC UNDER ANY LOCAL, STATE OR FEDERAL LAW, STATUTE, ORDINANCE, RULE OR REGULATION PERTAINING TO ENVIRONMENTAL
OR SUBSTANCE REGULATION, CONTAMINATION, CLEANUP OR DISCLOSURE, AND SHALL HAVE NO LIABILITY TO BUYER THEREFORE. BUYER ACKNOWLEDGES
THAT ITS OPPORTUNITY FOR INSPECTION AND INVESTIGATION OF THE PROPERTY (AND OTHER PARCELS IN PROXIMITY THERETO) HAS BEEN ADEQUATE
TO ENABLE BUYER TO MAKE ITS OWN DETERMINATION WITH RESPECT TO THE PRESENCE ON OR BENEATH THE PROPERTY (AND OTHER PARCELS IN PROXIMITY
THERETO) OF SUCH HAZARDOUS SUBSTANCES OR MATERIALS, AND BUYER ACCEPTS THE RISK OF THE PRESENCE OF ANY SUCH SUBSTANCES OR MATERIALS.


 


22.         Applicable
Law. This Agreement shall be construed under the laws of the State or Commonwealth in which the Property is located, without
giving effect to any state's conflict of laws principles.


 


23.         Tax-Deferred
Exchange. Buyer and Seller respectively acknowledge that the purchase and sale of the Property contemplated hereby may be part
of a separate exchange (an “Exchange”) being made by each party pursuant to Section 1031 of the Internal Revenue Code
of 1986, as amended, and the regulations promulgated with respect thereto. In the event that either party (the “Exchanging
Party”) desires to effectuate such an exchange, then the other party (the “Non-Exchanging Party”) agrees to cooperate
fully with the Exchanging Party in order that the Exchanging Party may effectuate such an exchange; provided, however, that with
respect to such Exchange (a) all additional costs, fees and expenses related thereto shall be the sole responsibility of, and borne
by, the Exchanging Party; (b) the Non-Exchanging Party shall incur no additional liability as a result of such exchange; (c) the
contemplated exchange shall not delay any of the time periods or other obligations of the Exchanging Party hereby, and without
limiting the foregoing, the scheduled date for Closing shall not be delayed or adversely affected by reason of the Exchange; (d)
the accomplishment of the Exchange shall not be a condition precedent or condition subsequent to the Exchanging Party's obligations
under the Agreement; and (e) the Non-Exchanging Party shall not be required to hold title to any land other than the Property for
purposes of the Exchange. The Exchanging Party agrees to defend, indemnify and hold the Non-Exchanging Party harmless from any
and all liability, damage or cost, including, without limitation, reasonable attorney's fees that may result from Non-Exchanging
Party's cooperation with the Exchange. The Non-Exchanging Party shall not, by reason of the Exchange, (i) have its rights under
this Agreement, including, without limitation, any representations, warranties and covenants made by the Exchanging Party in this
Agreement (including but not limited to any warranties of title, which, if Seller is the Exchanging Party, shall remain warranties
of Seller), or in any of the closing documents (including but not limited to any warranties of title, which, if Seller is the Exchanging
Party, shall remain warranties of Seller) contemplated hereby, adversely affected or diminished in any manner, or (ii) be responsible
for compliance with or deemed to have warranted to the Exchanging Party that the Exchange complies with Section 1031 of the Code.


 




    	17



    	 



    

 


24.         Broker’s
Commissions. Buyer and Seller each hereby represent that there are no brokers involved or that have a right to proceeds in
this transaction. Seller and Buyer each hereby agree to indemnify and hold the other harmless from all loss, cost, damage or expense
(including reasonable attorneys' fees at both trial and appellate levels) incurred by the other as a result of any claim arising
out of the acts of the indemnifying party (or others on its behalf) for a commission, finder's fee or similar compensation made
by any broker, finder or any party who claims to have dealt with such party. The representations, warranties and indemnity obligations
contained in this section shall survive the Closing or the earlier termination of this Agreement.


 


25.         Assignment.
Buyer is entering into this Agreement for and on behalf of a related special purpose entity titled ARC RMAKNOH001, LLC (“Approved
Assignee”) and intends to assign Approved Assignee its rights hereunder prior to Closing without the necessity for consent
by Seller. Except as stated immediately aforesaid, Buyer may not assign its rights under this Agreement without the prior written
consent of Seller, in its sole and absolute discretion. No such assignment shall relieve Buyer of any of its obligations hereunder
until Closing is complete.


 


26.         Attorneys’
Fees. In any action between Buyer and Seller as a result of failure to perform or a default under this Agreement, the prevailing
party shall be entitled to recover from the other party, and the other party shall pay to the prevailing party, the prevailing
party’s attorneys’ fees and disbursements and court costs incurred in such action.


 


27.         Counterparts.
This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall
become a binding agreement when one or more counterparts have been signed by each of the parties and delivered to the other party.
Signatures on this Agreement which are transmitted by electronically shall be valid for all purposes; however any party shall deliver
an original signature on this Agreement to the other party upon request.


 


28.         Anti-Terrorism.
Neither Buyer or Seller, nor any of their affiliates, are in violation of any Anti-Terrorism Law (as hereinafter defined) or engages
in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate,
any of the prohibitions set forth in any Anti-Terrorism Law. “Anti-Terrorism Laws” shall mean any laws relating to
terrorism or money laundering, including: Executive Order No. 13224; the Uniting and Strengthening America by Providing Appropriate
Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56, as the same has been, or may hereafter be, renewed,
extended, amended or replaced; the applicable laws comprising or implementing the Bank Secrecy Act; and the applicable laws administered
by the United States Treasury Department’s Office of Foreign Asset Control (as any of the foregoing may from time to time
be amended, renewed, extended, or replaced).


 


29.         Taxable
Industrial Revenue Bonds. Seller has obtained from the Portage County Port Authority certain taxable industrial revenue bonds
(“IRBs”). Seller intends to cause the redemption of the IRB’s concurrently with or immediately prior to Closing.
Seller shall have the right to extend the Closing for up to ten (10) business days upon written notice to Buyer to be received
on or prior to the date scheduled for Closing, if necessary in connection with the IRB redemption.


 




    	18



    	 



    

 


30.         Confidentiality.         Each
party agrees that, except as otherwise set forth in this Agreement or provided by law or applicable regulatory authority, or unless
compelled by an order of a court of competent jurisdiction, it shall keep the contents of this Agreement, and any information related
to the transactions contemplated hereunder, confidential, unless and until the Closing Date shall occur, and each party further
agrees to refrain from participating in any publicity statement, press release or other public notice regarding this transaction
prior to the Closing Date, without the prior written consent of the other party hereto, unless required under applicable law, regulatory
authority or by a court order.  Notwithstanding the foregoing, the parties hereto shall be permitted to disclose the terms
and conditions of this Agreement to their respective attorneys, accountants, financial analysts, bankers, auditors and other similar
persons who reasonably require such information, all of whom shall be advised, in writing, of the confidential nature of this Agreement.


 


[SIGNATURES APPEAR ON THE FOLLOWING PAGES]


 




    	19



    	 



    

 


IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the Effective Date.


 


	BUYER:	 	SELLER:
	 	 	 
	AR CAPITAL, LLC	 	BRIMFIELD TOWNSHIP OH
	 	 	 (PROGRESS) LLC


  


	By:	/s/ Edward M. Weil, Jr.	 	By: 	/s/ Robin Rash
	 	 	 	 	 
	Name:	Edward M. Weil, Jr.	 	Name:	Robin Rash
	 	 	 	 	 
	Title: 	President	 	Title: 	Manager
	 	 	 	 	 
	Date: 	01/04/2013	 	Date:	01/15/2013


 


THE UNDERSIGNED HEREBY ACKNOWLEDGES AND AGREES TO BE BOUND BY
THE TERMS OF THIS AGREEMENT RELATING TO ESCROW AGENT AND THE DEPOSIT.


 


ESCROW AGENT:


 


FIDELITY TITLE INSURANCE COMPANY


 


	 	 
	 	 	 
	By: 	/s/ Linda L. Hart	 
	 	 	 
	Name:	Linda L. Hart	 
	 	 	 
	Title: 	Senior Title Officer	 
	 	 	 
	Date: 	01/16/2013	 


   






    	20



    	 



    
 


EXHIBITS


 


	Exhibit A	-	Real Property
	 	 	 
	Exhibit A-1	-	Rent Schedule
	 	 	 
	Exhibit B	-	Form of Special Warranty Deed
	 	 	 
	Exhibit C	-	Form of Assignment and Assumption of Lease
	 	 	 
	Exhibit D	-	Form of Bill of Sale
	 	 	 
	Exhibit E	-	Form of Assignment of Contracts, Permits, Licenses and Warranties
	 	 	 
	Exhibit F	-	Form of Tenant Estoppel
	 	 	 
	Exhibit G	-	Form of Guarantor Estoppel
	 	 	 
	Exhibit H	-	Form of Tenant Notice
	 	 	 
	Exhibit I	-	Warranties


 




    	 



    	 



    

 


EXHIBIT A


 


LEGAL DESCRIPTION OF PROPERTY


 


Situated in the City of Talimadge and Brimfield Township, Portage
County, Ohio and known as being part of Original Lot 19 of Brimfieid Township, and more fully described as follows:


 


Beginning at a rebar in a monument box
found at the intersection of the centerlines of Howe Road (60 foot right of way) and Crystal Parkway (60 foot right of way); thence
S. 00o47’49” E., 369.84 feet along the centerline of said Crystal Parkway; thence S. 89o12’11”
W., 30.00 feet to a rebar set (5/8 inch rebar, 30 inches long, cap marked “RLS 8270”, typical) on the westerly right
of way line of said Crystal Parkway and the TRUE PLACE OF BEGINNING for the parcel herein described;


 


Thence S. 00°47’49”E., 129.05
feet along the westerly right of way said Crystal Parkway to a point of curvature;


 


Thence southeasterly along a curve to the left in said right
of way line, said curve having the following properties:


 


Radius = 1182.88 feet


Arc Length = 6.13 feet


Chord Bearing = S. 00o
56’43” E.


Chord = 6.13 feet


Tangent length = 3.06 feet


Delta = 00°17’48”


 


to a rebar set;


 


Thence S. 89°14’58”W., 847.87 feet to a rebar set;


 


Thence S. 00°49’08”E., 1800.75 feet to a rebar
set on the proposed northerly right of way line of the extended Progress Boulevard (60 foot right of way);


 


Thence S. 88°56’41”W., 0.12 feet along the northerly
right of way line of said Progress Boulevard to a point of curvature;


 


Thence northwesterly along a curve to the right in the northerly
right of way tine of said Progress Boulevard, said curve having the following properties:


  


Radius = 170.00 feet


Arc Length = 149.19 feet


Chord Bearing = N.
65°54’54” W.


Chord = 144.44 feet


Tangent length = 79.78 feet


Delta = 50°16’50”


 


to a rebar set at a point of reverse curvature;


 


Thence northwesterly along a curve to the left in the northerly
right of way line of said Progress Boulevard, said curve having the following properties:


 


Radius = 230.00 feet


Arc Length = 200.61 feet


Chord Bearing = N. 65°45’46” W.


Chord = 194.32 feet


Tangent length = 107.19 feet


Delta = 49°58’32”


 


to a rebar set at a point of tangency;


 




    	A-1



    	 



    

  


Thence S. 89°14’58”W., 452.51 feet to a rebar set at
a point of curvature;


 


Thence northwesterly along a curve to the right in the northerly
right of way line of said Progress Boulevard, said curve having the following properties:


 


Radius = 40.00 feet


Arc Length = 31.82 feet


Chord Bearing = N. 67°57’50”W.


Chord = 30.98 feet


Tangent length = 16.80 feet


Delta = 45°34’23”


 


to a rebar set at a point of reverse curvature;


 


Thence southwesterly along a curve to the left in the northerly
right of way line of said Progress Boulevard, said curve having the following properties:


 


Radius = 60.00 feet


Arc Length = 173.39 feet


Chord Bearing = S. 52°02’10” W.


Chord = 119.05 feet


Tangent length = 474.05 feet


Delta = 165°34’23”


 


to a rebar set;


 


Thence S. 89o14’58”W., 120.80 feet to a rebar set;


 


Thence N. 68°33’38”W., 618.33 to a rebar set;


 


Thence N. 46°03’38” W., 330.80 feet to a rebar set
on the Portage-Summit County line;


 


Thence N. 00°59’56” W., 779.16 feet along said county
line to a rebar set at the southwesterly corner of the Rhoadesdale Park Estates as recorded in Plat Volume 17, Page 1 of the Portage
County Records;


 


Thence N. 89o00’54”
E., 186.76 feet along the southerly line of said Rhoadesdale Park Estates to a rebar set;


 


Thence southwesterly along the arc of a non-tangent curve to
the right, said curve having the following properties:


 


Radius = 38.00 feet


Arc Length = 31.20 feet


Chord Bearing = S. 22°29’48” W.


Chord = 30.33 feet


Tangent length = 16.54 feet


Delta= 47°02’13”


 


to a rebar set;


 


Thence southerly and northerly along the arc of a curve to the
left, said curve having the following properties:


 


Radius = 72.00 feet


Arc Length = 344.35 feet


Chord Bearing = N. 89o00'04" E.


Chord = 98.18 feet


Tangent length = 67.11 feet


Delta = 274o01'42"


 


to a rebar set;


 




    	A-2



    	 



    

 


Thence northwesterly along the arc of a curve to the right,
said curve having the following properties:


 


Radius = 38.00 feet


Arc Length = 31.18 feet


Chord Bearing = N. 24°30’30” W.


Chord = 30.31 feet


Tangent length = 16.53 feet


Delta = 47°00’35”


 


to a rebar set on the southerly line of said Rhoadesdale Park
Estates;


 


Thence N. 89°00’54”E., 188.00 feet to the southeasterly
corner of said Rhoadesdale Park Estates, witnessed by a 5/8 inch open pipe in concrete found 0.37 feet north (a 1 inch bar in concrete
was found 0.16 feet north and 0.55 feet west on top of the open pipe in concrete);


 


Thence N. 00°59’56” W., 510.00 feet along the
easterly line of said Rhoadesdale Park Estates to a rebar set;


 


Thence N. 89°00’54”
E. 15.91 feet along the southerly line of Lot 19 of said Rhoadesdale Park Estates to an iron bar


in concrete found;


 


Thence N. 00°46’15” W., 95.33 feet along the easterly
line of said Rhoadesdale Park Estates to a rebar set;


 


Thence N. 89°14’00” E., 2198.29 feet to the TRUE PLACE
OF BEGINNING and containing a total of 68.8292 acres of land of which 68.7778 acres is in Brimfiefd Township and 2.0514 is in the
City of Tallmadge, more or less, as surveyed by Jeffrey A. Cordi (Ohio P.S. No. 8270) of Mosyjowski & Associates Engineers,
LLC in March of 2012, but subject to all legal highways, easements and restrictions of record.


 


The Basis of Bearings for the above described parcel is the
centerline of Howe Road, N. 89°14'00" E., as defined in the Plat of Rhoadesdale Park Estates as recorded in Plat Volume
16, Page 80 of the Portage County Records.


 




    	A-3



    	 



    

 


EXHIBIT A-1


 


 


	Lease Year	 	Rent	 
	 	 	 	 
	Year 1-5	 	$	2,441,712.00	 
	Year 6-10	 	$	2,685,072.00	 
	Year 11-15	 	$	2,956,995.00	 
	Year 16-20	 	$	3,252,695.00	 



 







    	A-4



    	 



    
  


EXHIBIT B


 


FORM OF SPECIAL WARRANTY DEED


[Subject to Local Counsel Review]


 


This document prepared by:

(and return to :)


 


___________________________


___________________________


___________________________


___________________________


 


Tax Parcel No. ______________________________


 


SPECIAL WARRANTY DEED


 


THIS INDENTURE, made on the _____ day of
_____________________, 2012, by and between _________________________________________________, a ___________________________ ("Grantor"),
and _______________________________________________, a _____________________, whose address is ________________________________ ("Grantee")


 


WITNESSETH:


 


THAT Grantor, in consideration of the
sum of Ten Dollars ($10.00) and other good and valuable consideration, the receipt of which is hereby acknowledged, does by these
presents, sell and convey unto the said Grantee, its successors and assigns, the lots, tracts or parcels of land lying, being and
situated in the County of ____________, State of _____________, and more fully described on Exhibit "A" attached hereto
and incorporated herein by reference, together with all buildings, facilities and other improvements, located thereon.


 


TO HAVE AND TO HOLD the premises aforesaid
with all and singular, the rights, easements, 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 Grantor will
warrant and defend the title to said premises unto the said Grantee and unto Grantee's successors and assigns, against the lawful
claims and demands of all persons claiming under or through Grantor, but not otherwise.


 






    	B-1



    	 



    
 


IN WITNESS WHEREOF, Grantor has executed
this Special Warranty Deed the day and year first above written.


 


	 	GRANTOR:
	 	 
	 	 
	 	 	 
	 	By: 	 
	 	Name:	 
	 	Its:	 


 


[ACKNOWLEDGMENT]


 






    	B-2



    	 



    
  


EXHIBIT C


 


FORM OF

ASSIGNMENT AND ASSUMPTION OF LEASE


 


______________________________
("Assignor"), in consideration of the sum of Ten and No/100 Dollars ($10.00) in hand paid and other good and valuable
consideration, the receipt of which is hereby acknowledged, hereby assigns, transfers, sets over and conveys to ______________________________
("Assignee"), all of Assignor's right, title and interest in and to that certain Lease dated _________________________________,
between Assignor and _____________________________ (as amended from time to time, the “Lease”), including any and all
security deposits under the Lease.


 


Subject to the limitations
set forth below, Assignor does hereby agree to defend, indemnify and hold harmless Assignee from any liability, damages (excluding
speculative damages, consequential damages and lost profits), causes of action, expenses and reasonable attorneys' fees incurred
by Assignee by reason of the failure of Assignor to have fulfilled, performed and discharged all of the various commitments, obligations
and liabilities of the lessor, or landlord under and by virtue of the Lease prior to the date of this Assignment. Subject to the
limitations set forth below, Assignee does hereby agree to defend, indemnify and hold harmless Assignor from any liability, damages
(excluding speculative damages, consequential damages and lost profits), causes of action, expenses and reasonable attorneys' fees
incurred by Assignor by reason of the failure of Assignee to have fulfilled, performed and discharged all of the various commitments,
obligations and liabilities of the Landlord under and by virtue of the Lease on and after the date of this Assignment.


 


IN WITNESS WHEREOF,
Assignor and Assignee have executed this Assignment this ______ day of ______________, 2012, which Assignment is effective this
date. This Assignment may be executed in counterparts, which when taken together shall be deemed one agreement.


 


	 	ASSIGNOR:
	 	 
	 	 
	 	 
	 	By:	 
	 	 		Name: 	 
	 	 		Title:	 
	 	 
	 	ASSIGNEE:
	 	 
	 	 
	 	 
	 	By:	 
	 	 		Name: 	 
	 	 		Title:	 


 




    	C-1



    	 



    

  


EXHIBIT D


 


FORM OF BILL OF SALE


 


For valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, _____________________________________, a __________________________________, having an address
at ____________________________ (“Seller”), hereby bargains, sells, conveys and transfers to ___________________________________
(“Buyer”), a ______________________________________, all of Seller’s right, title and interest in and to those certain
items of personal and intangible property (including any warranty made by third parties in connection with the same and the right
to sue on any claim for relief under such warranties) (the “Personal Property”) located at or held in connection with
that certain real property located in the State of _________________________________, as more particularly described on Schedule A attached
hereto and made a part hereof.


 


Seller has not made and does not make any
express or implied warranty or representation of any kind whatsoever with respect to the Personal Property, including, without
limitation, with respect to title, merchantability of the Personal Property or its fitness for any particular purpose, the design
or condition of the Personal Property; the quality or capacity of the Personal Property; workmanship or compliance of the Personal
Property with the requirements of any law, rule, specification or contract pertaining thereto; patent infringement or latent defects.
Buyer accepts the Personal Property on an “as is, where is” basis.


 


IN WITNESS WHEREOF, Seller has caused this
instrument to be executed and delivered as of this ___ day of _______, 2012.


 


	 	SELLER:
	 	 
	 	 
	 	 
	 	By: 	 
	 	 	 
	 	Name: 	 
	 	 	 
	 	Title: 	 


 




    	D-1



    	 



    

 


SCHEDULE A


 


TO BILL OF SALE


 


(Add legal description of Real Property]


 






    	D-2



    	 



    



 


EXHIBIT E


 


FORM OF ASSIGNMENT OF CONTRACTS,

PERMITS, LICENSES AND WARRANTIES


 


THIS ASSIGNMENT, made as of the ___ day
of _______________, 2012, by ________________________, a _________________________________ (“Assignor”), to ____________________________________,
a _________________________________________________ (“Assignee”).


 


WITNESSETH:


 


WHEREAS, by Agreement of Purchase and Sale
(the “Purchase Agreement”) dated as of ________, 2006, between Assignor and Assignee, Assignee has agreed to purchase
from Assignor as of the date hereof, and Assignor has agreed to sell to Assignee, that certain property located at ________________________
(the “Property”); and


 


WHEREAS, Assignor desires to assign to Assignee
as of the date hereof all of Assignor’s right, title and interest in contracts, permits, trademarks, licenses and warranties
held by Assignor in connection with the Property, including without limitation any and all guaranties of leases relating to the
Property (collectively, the “Contracts”).


 


NOW THEREFORE, in consideration of the premises
and the mutual covenants herein contained, the Assignor hereby assigns, sets over and transfers unto Assignee to have and to hold
from and after the date hereof all of the right, title and interest of Assignor in, to and under the Contracts. Assignor agrees
without additional consideration to execute and deliver to Assignee any and all additional forms of assignment and other instruments
and documents that may be reasonably necessary or desirable to transfer or evidence the transfer to Assignee of any of Assignor's
right, title and interest to any of the Contracts.


 


This Assignment shall be governed by the
laws of the State of _____________, applicable to agreements made and to be performed entirely within said State.


 


IN WITNESS WHEREOF, Assignor has duly executed
this Assignment as of the date first above written.


 


	 	ASSIGNOR:
	 	 
	 	 
	 	a 	 
	 	 	 
	 	By: 	 
	 	Name: 	 
	 	Title: 	 
	 	 	 	 







    	E-1



    	 



    

  


EXHIBIT F


 


FORM OF TENANT ESTOPPEL


 


______________________

________________________



________________________

________________________

________________________


 


____________________
(the "Tenant") hereby certifies to you that Tenant leases from InSite ____________, L.L.C. (the "Landlord")
approximately _____________ leasable square feet of space (the "Premises") in that certain building located at
_____________________, ___________________, _________________ (the "Property") pursuant to that certain Lease
Agreement dated ____________ by and between Landlord and Tenant, as amended by __________________ (collectively, the "Lease"),
a true and correct copy of which is attached hereto as Exhibit A. Tenant hereby further certifies that as of the date hereof:


 


1.          The
Lease is in full force and effect and has not been modified, supplemented or amended, except as set forth in the introductory paragraph
hereof.


 


2.          Tenant
is in actual occupancy of and has accepted the Premises.


 


3.          Landlord
has performed all obligations under the Lease to be performed by Landlord, including, but not limited to, completion of all tenant
improvement work required under the Lease and the payment of all required allowances and contributions therefor. Tenant is not
entitled to any further payment, credit or allowance for tenant improvement work.


 


4.          The
initial term of the Lease commenced ___________________ and will expire ________________.


 


5.          Tenant
has no options or rights to renew or extend the term of the Lease or to expand the Premises, except as follows:


 


______________________________________________________________.


 


6.          Tenant
has not paid any rent or other payments more than one month in advance, except as follows: ______________________________________________________________.


 


7.          Base
Rent and Additional Charges have been paid through ________________. There currently exists no claims, defenses or rights of set-off
to or against the obligations of Tenant to pay Base Rent or Additional Charges or relating to any other term, covenant or condition
under the Lease.


 




    	F-1



    	 



    

 


8.          There
are no concessions, bonuses, free rent, rebates or other matters affecting the rent payable under the Lease, except as follows:


 


_____________________________________________________.


 


9.          No
security or other deposit has been paid under the Lease, except as follows: ____________________________________.


 


10.         Landlord
is not currently in default under the Lease and there are no events or conditions existing and known to Tenant that, with or without
notice or the lapse of time, or both, could constitute a default of the Landlord under the Lease or entitle Tenant to offsets or
defenses against the prompt payment of rent, except as follows: __________________________. Tenant is not in default under any
of' the terms and conditions of the Lease nor is there now any fact or condition that, with notice or lapse of time or both, will
become such a default.


 


11.         Tenant
has not assigned, transferred, mortgaged or otherwise encumbered its interest under the Lease, nor subleased any of the Premises,
nor permitted any person or entity to use the Premises except as follows:


 


_______________________________________________________________________.


 


12.         Tenant
has no rights of refusal or options to purchase the Property.


 


13.         The
Lease represents the entire agreement between the parties with respect to Tenant's right to use and occupy the Premises.


 


Tenant acknowledges
that the parties to whom this Estoppel Certificate is addressed will be relying upon the accuracy of this Estoppel Certificate
in connection with their acquisition and/or financing of the Property.


 


IN WITNESS WHEREOF,
Tenant has caused this Estoppel Certificate to be executed this _____ day of ____________________, 2012.


 





	 	TENANT:
	 	 
	 	,
	 	a 	 
	 	 	 
	 	By: 	 
	 	 	 	 
	 	 	Name: 	 
	 	 	Title: 	 
	 	 	Date:	 







 







    	F-2



    	 



    

  


EXHIBIT G


 


GUARANTOR ESTOPPEL CERTIFICATE


 


The undersigned hereby certifies to AR Capital,
LLC (“Buyer”), ___________________ (“Lender”) and their respective successors and assigns
as follows:


 


1.          The
undersigned (“Guarantor”) is the guarantor of that certain [Lease Agreement] dated as of _____________ __, ____,
as amended by [insert amendments] ([collectively,] the “Lease”) by and between ________________________ (“Landlord”)
and __________________________ (“Tenant”), pursuant to which Tenant leases from Landlord the land and building
located at _______________________________, as more particularly described in the Lease (the “Premises”). Such
guaranty is made pursuant to that certain Guarantee dated as of ________ __, ____ (the “Guaranty”) from Guarantor
to Landlord.


 


2.          The
Guaranty has not been modified, changed, altered, supplemented or amended in any respect, nor have any provisions thereof been
waived.


 


3.          The
Guaranty is valid and in full force and effect on the date hereof.


 


4.          No
voluntary actions or, to Guarantor’s best knowledge, involuntary actions are pending against Guarantor under the bankruptcy
laws of the United States or any state thereof.


 


5.          This
Certificate is delivered to induce Buyer to acquire the Premises and Lender to provide financing in connection with such acquisition,
with the understanding that Buyer and Lender shall rely upon the truth of the matters set forth in this Certificate.


 


The undersigned
is duly authorized to execute this Certificate on behalf of Guarantor.


 


Dated: ____________, 2012


 





	 	GUARANTOR:
	 	 
	 	______________, a ________________________
	 	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 







  




    	G-1



    	 



    

  


EXHIBIT H


 


FORM OF NOTICE TO TENANT


 


		TO:	[Tenant]



 


		Re:	Notice of Change of Ownership of ______________________________



 


Ladies and Gentlemen:


 


YOU ARE HEREBY NOTIFIED AS FOLLOWS:


 


That as of the date hereof, the undersigned
has transferred, sold, assigned, and conveyed all of its right, title and interest in and to the above-described property, (the
“Property”) to [INSERT NAME OF BUYER] (the “New Owner”) and assigned to New Owner, all of the undersigned’s
right, title and interest under that certain Lease, dated _________, between ________as tenant and ____________as landlord (the
“Lease”), together with any security deposits or letters of credit held thereunder.


 


Accordingly, New Owner is the landlord under
the Lease and future notices and correspondence with respect to your leased premises at the Property should be made to the New
Owner at the following address:


 


	 	 
	 	 
	 	 


 


You will receive a separate notification
from New Owner regarding the new address for the payment of rent. In addition, to the extent required by the Lease, please amend
all insurance policies you are required to maintain pursuant to the Lease to name New Owner as an additional insured thereunder
and promptly provide New Owner with evidence thereof.


 


	 	Very truly yours,
	 	[PRIOR LANDLORD)
	 	 	 
	 	By: 	 
	 	Name: 	 
	 	Title: 	 


 




    	H-1



    	 



    

 


EXHIBIT I


 


WARRANTIES


 




    	I-1