and equipment necessary to operate the Project; (iv) all building materials, supplies,hardware, carpeting and other inventory maintained in connection with the ownership and operationof the Land and/or Improvements and not owned by tenants at the Building or utility, management orother service providers (collectively, the “**Inventory**”); (v) all trademarks, tradenames,development rights and entitlements and other intangible property used or useful in connection withthe foregoing (collectively, the “**Intangible Personal Property**”); (vi) the Project Owner’s interestin all leases and other agreements (including, without limitation, any amendment or othermodification of a lease) to occupy, or concerning the occupancy of, all or any portion of the Landand/or Improvements in effect on the date hereof or into which the Project Owner enters prior toclosing hereunder, (collectively, the “**Leases**”); and (vii) Seller’s interest, if any, in and to anyand all leasing, service and management contracts pursuant to which services are provided inconnection with the ownership and operation of the Building.     E. Seller desires to sell to Purchaser, and Purchaser desires to purchase from Seller, all ofSeller’s Membership Interest in the Company upon the terms and conditions set forth in thisAgreement.     **NOW THEREFORE**, for good and valuable consideration, the receipt and sufficiency of which ishereby acknowledged, the Parties hereby agree as follows:     1. **Purchase, Sale and Assignment of Sellers’ Membership Interest**. Purchaser herebyagrees to purchase and acquire from Seller all of the Seller’s Membership Interest in the Company,together with any receivables owing by the Company to Seller, and Seller hereby agrees to transfer,assign and convey to Purchaser all of Seller’s Membership Interest in the Company and any suchreceivables, subject to and in accordance with the terms and conditions of this Agreement (the“**Assignment**”), which Assignment shall be effective as of the Effective Date of this Agreement.Concurrently herewith Seller and Purchaser shall each execute and deliver counterparts of theAssignment of Membership Interest in the form attached hereto as **Exhibit B**(the “**MembersInstrument**”), together with an assignment of any receivables in such form as Purchaser and Sellershall reasonably agree. For purposes of this Agreement, the term “**Seller’s Membership Interest**”includes, without limitation: (a) all of Seller’s right, title and interest in and to the Companyand the Company’s properties, assets, interest and rights of any kind, whether direct or indirect,tangible or intangible, real or personal, including, without limitation, all capital, profits,losses and distributions of cash flow of the Company; (b) Seller’s entitlement to any priorityreturns, if any, from the Company; and (c) any and all other rights, privileges, preferences andobligations granted to Seller or that Seller may have or hold in the Company, including, but notlimited to, the rights, privileges, preferences and obligations granted to the Managing Member.     2. **Purchase Price**. As consideration for the Assignment, on and as of the EffectiveDate, Purchaser shall pay to Seller the sum of One Million Two Hundred Twenty Thousand Dollars andNo Cents ($1,220,000.00) (the “**Purchase Price**”). The Purchase Price shall be payable by Purchaserto Seller by delivery to Seller of a Promissory Note in the amount of the Purchase Price, in theform attached here to as **Exhibit C**.
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     3. **Representations and Warranties of Seller**. Seller hereby represents and warrants toPurchaser that the following matters are true and correct as of the Effective Date and covenants asfollows:          3.1 **Seller’s Membership Interest**. (i) At Closing, Seller shall own the Seller’sMembership Interest, free and clear of any and all liens, encumbrances and interests of any thirdparties (except those of the holder of the Property Indebtedness, if any); (ii) at Closing, Sellershall have good right and lawful authority to assign, transfer and deliver (or to direct theassignment, transfer and delivery of) the Seller’s Membership Interest and the Members Instrumentas provided herein; (iii) the execution and delivery of the Members Instrument and the assignmentand transfer of the Seller’s Membership Interest to Purchaser does not, to Seller’s knowledge,conflict with any material agreement, contract or other obligation or restriction affecting orbinding upon Seller, the Seller’s Membership Interest, or the underlying Project; and (iv) toSeller’s knowledge, no authorization, approval or other action by and, no notice to or filingwith, any governmental authority is required for assignment and transfer of the Seller’sMembership Interest to Purchaser or for the execution or delivery of the Members Instrument.          3.2 **Descriptive Information**. The descriptive information concerning the Project setforth in **Recital D**and in all exhibits referred to in **Recital D**are, to Seller’s knowledge,complete, accurate, true and correct in all material respects.          3.3 **Title to Project**. The Company indirectly holds, through its ownership of USBMezz and the Project Owners, fee simple or leasehold title (as applicable) to the Land and theBuilding, subject only to the Permitted Exceptions. The Ground Lease is in full force and effectand to the Seller’s knowledge, (a) the applicable Project Owner which is the tenant under theGround Lease is not in default under the Ground Lease, and (b) the ground lessor under the GroundLease is not in default under the Ground Lease. The ownership structure of the Project isdepicted and summarized on **Exhibit D** attached hereto and incorporated herein by thisreference.          3.4 **Seller’s Deliveries**. All items delivered by Seller pursuant to this Agreement,are, to Seller’s knowledge, true, accurate, correct and complete in all material respects, andfairly present the information set forth in a manner that is not materially misleading. Sellerhas delivered or made available to Purchaser copies of all of the Leases and other materialagreements relating to or affecting the ownership and operation of the Project and to Seller’sknowledge, such copies are true and complete.          3.5 **Defaults**. To Seller’s knowledge, neither the execution of this Agreement nor theconsummation of the transactions contemplated by this Agreement will: (i) conflict with, or resultin a breach of, the terms, conditions or provisions of, or constitute a default under, anyagreement or instrument to which any POP Affiliate is a party or by which any POP Affiliate or theProject is bound, (ii) violate any restriction, requirement, covenant or condition to which anyPOP Affiliate is subject or by which any POP Affiliate or the Project is bound, (iii) constitute aviolation of any applicable code, resolution, law, statute, regulation, ordinance, rule, judgment,decree or order applicable to any POP Affiliate, or (iv) result in the
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cancellation of any contract or Lease pertaining to the Project; except in any instance inany of (i) – (iv) such as would not have a Material Adverse Effect.          3.6 **Contracts**. To Seller’s knowledge, and except with respect to property managementagreements and other service agreements that are normal and customary for the operation of theProject, there are no contracts relating to the management, leasing, operation, maintenance orrepair of the Project, except those which may be terminated without penalty or other payment byeither of the Project Owners (or its assignee, including Purchaser, or successor) upon no morethan thirty (30) days’ prior notice.          3.7 **Leases**. With respect to each Lease and to Seller’s knowledge:                    (a) such Lease is legal, valid, binding, enforceable and in full force and effect inaccordance with its respective terms, subject to the qualification that the enforceability thereofmay be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium andsimilar laws, now or hereafter in effect, affecting creditors’ rights generally, and except thatthe availability of equitable remedies, including specific performance, is subject to thediscretion of the court before which any proceeding for the enforcement thereof may be brought andfurther subject to any other legal defenses to enforcement that may be available to the lessorthereunder;                    (b) neither the landlord under such Lease nor any other party to such Lease is in breach ordefault (subject to applicable notice and cure periods) that would have a Material Adverse Effect;and no event has occurred that permits termination, modification or acceleration, such that anysuch termination, modification or acceleration would have a Material Adverse Effect;                    (c) neither the landlord under the Lease nor any other party to such Lease has repudiated (inwriting) any provision thereof, such that any such repudiation would have a Material AdverseEffect;                    (d) subject to **Section 3.14**, neither Seller nor any POP Affiliate has received any writtennotice of any pending disputes under such Lease, nor is there any forbearance program in effect asto such Lease, such that any such forbearance program would have a Material Adverse Effect; and                    (e) neither Seller, the Company, USB Mezz nor the Project Owners have received any writtennotice from any governmental authority having jurisdiction over the Project (“**GovernmentalAuthority**”) alleging the failure of either or both of the Project and the tenant under theapplicable Lease to comply with all applicable laws, rules and regulations in all materialrespects, such that any such failure would have a Material Adverse Effect.          3.8 **Physical Condition**. To Seller’s knowledge, all of (a) the Building and (b) theother Improvements that are material to the operation of the Project are in good operatingcondition and repair, subject only to ordinary wear and tear, maintenance and capital expendituresin the ordinary and normal course of the ownership and operation of the Project. To Seller’sknowledge, there is no existing patent or latent structural or other physical defect or
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deficiency in the condition of the Project, or any component or portion thereof, that wouldhave a Material Adverse Effect.          3.9 **Compliance with Laws and Codes**. To Seller’s knowledge, the Project, and the useand operation thereof, is (or the use and operation of any component, portion or area of theProject is) in material compliance with applicable municipal and other governmental laws,ordinances, regulations, codes. Each of the Project Owners possesses the material licenses,permits and authorizations for the use, occupancy and operation of its respective portion of theProject as it is presently being operated, except where such violation or failure would not have aMaterial Adverse Effect. To Seller’s knowledge, no notice, citation, summons or order has beenissued, nor has Seller or any POP Affiliate received any written notice from any GovernmentalAuthority that any investigation or review is pending or threatened by such Governmental Authoritywith respect to any alleged violation by either of the Project Owners of any such laws, statutes,rules, regulations or orders, except where the failure to comply with the same would not have aMaterial Adverse Effect.          3.10 **Litigation**. There are no pending, or to Seller’s knowledge, threatenedjudicial, municipal or administrative proceedings affecting the Project or against either of theProject Owners affecting the use, ownership or operation of the Project or any portion thereof,except in any such case as would not have a Material Adverse Effect.          3.11 **Insurance**. The Project Owners now have in force customary insurance relating tothe Project, or as may be required by any lender in connection with the Property Indebtedness withrespect to the Project (the “**Insurance**”). To Seller’s knowledge, neither of the Project Ownershas received any written notice of cancellation or non-renewal with respect to, or disallowance ofany claim for any matter related to the Project under, any policy evidencing the Insurance. ToSeller’s knowledge, neither of the Project Owners nor the Company has been refused any Insurancerelated to the Project, nor, to Seller’s knowledge, has the coverage of the Project Owners or theCompany been limited by any insurance carrier to which either of them has applied for Insurance orwith which either of them has carried Insurance during the last five years (or any shorter periodof time, as the case may be, in which the Project Owners have held an interest in the Project).          3.12 **Authority**. Seller has obtained, or will obtain by Closing, all necessaryconsents for the execution and delivery of this Agreement and the Member Instrument by Seller.The performance of this Agreement by Seller has been duly authorized by Seller and this Agreementis the valid and binding obligation of Seller and enforceable against Seller in accordance withits terms, except to the extent enforceability thereof may be limited by applicable bankruptcy,insolvency, reorganization, moratorium or similar laws or equitable principals and doctrines ofgeneral application. The Purchase Price with respect to the Project has been approved by Seller.To Seller’s knowledge, neither the execution of this Agreement nor the consummation of thetransactions contemplated hereby will (i) result in a breach of, default under, or accelerationof, any agreement to which Seller or the Company or USB Mezz or either of the Project Owners is aparty or by which Seller, the Company, USB Mezz or either of the Project Owners or the Project isbound; or (ii) violate any restriction, court order, agreement or other legal obligation to whichany one or more of Seller, the Company, USB
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Mezz, either of the Project Owners and any of the Project is subject, in either case whichwould have a Material Adverse Effect.          3.13 **Environmental Matters**.                    (a) To Seller’s knowledge, there is no Environmental Claim (as hereinafter defined) pending orthreatened against (i) the Project or (ii) either of the Project Owners and that relates to theProject and that would have a Material Adverse Effect.                    (b) To the knowledge of Seller, there are no past (during the period of time in which theProject Owners have had an interest in the Project) or present actions, activities, circumstances,conditions, events or incidents, including, without limitation, the handling, manufacture,treatment, storage, use, generation, release, emission, discharge, presence or disposal of anyHazardous Substances (as hereinafter defined), either collectively, individually, or severally,that constitute a violation of any Environmental Laws and that would have a Material AdverseEffect.                    (c) To the knowledge of Seller, there has been no release of any Hazardous Substance on, in,at, under or from the Project during the period of time that the Project Owners have held aninterest in the Project, which release would have a Material Adverse Effect.                    (d) To the knowledge of Seller: (i) there are no above ground or underground storage tankscurrently located on any Land on which the Project is situated, such that the existence thereofwould have a Material Adverse Effect; and (ii) there are no friable asbestos or friable asbestoscontaining materials on the Project, such that the existence thereof would have a Material AdverseEffect.     For purposes of this Section, the following definitions will apply:          “**Environmental Laws**” means all applicable laws, statutes, enactments, orders,regulations, rules and ordinances of any governmental authority relating topollution or protection of human health, safety, the environment, natural resourcesor laws relating to releases or threatened releases of Hazardous Substances into theindoor or outdoor environment (including, without limitation, ambient air, surfacewater, groundwater, land, surface and subsurface strata) or otherwise relating tothe manufacture, processing, distribution, use, treatment, storage, release,transport or handling of Hazardous Substances, including, without limitation (asapplicable), the Comprehensive Environmental Response, Compensation and LiabilityAct (42 U.S.C. §9601 etseq.), the Hazardous MaterialsTransportation Act (49 U.S.C. App. §1801 etseq.), the ResourceConservation and Recovery Act (42 U.S.C. §6901 etseq.), the CleanWater Act (33 U.S.C. §1251 etseq.), the Clean Air Act (42 U.S.C.§ 7401 etseq.), the Toxic Substances Control Act (15 U.S.C. §2601etseq.) and the Occupational Safety and Health Act, 29 U.S.C. §653etseq.), all as amended from time to time and the regulationspromulgated pursuant thereto.
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          “**Hazardous Substances**” means any chemicals, materials or substances which aredefined or regulated as dangerous, toxic, explosive, corrosive, flammable,infectious, radioactive, carcinogenic, mutagenic or otherwise hazardous or as apollutant or contaminant under any Environmental Law, including but not limited tourea-formaldehyde, polychlorinated biphenyls, asbestos or asbestos-containingmaterials, petroleum and petroleum products.          “**Environmental Claim**” means any claim, order, investigation, action, suit,proceeding, injunction, demand, citation, summons, directive, fine, penalty,assessment or violation of or under any Environmental Laws, including, withoutlimitation, any claim, order, investigation, action, suit, proceeding, injunction,demand, citation, summons, directive, fine, penalty, assessment or violation broughtor issued by any Governmental Authority, and any written notice advising either ofthe Project Owners of any of the foregoing or of any fact, event or condition thatis the basis for the assertion of any of the foregoing.                    (e) Seller has no knowledge of any release, discharge, spillage, uncontrolled loss, seepage orfiltration of oil, petroleum or chemical liquids or solids, liquid or gaseous products or anyhazardous waste or hazardous substance (as those terms are used in the Comprehensive EnvironmentalResponse, Compensation and Liability Act of 1986, as amended, the Resource Conservation andRecovery Act of 1976, as amended, or in any other applicable federal, state or local laws,ordinances, rules or regulations relating to protection of public health, safety or theenvironment, as such laws may be amended from time to time) at, upon, under or within the Projectthat would have a Material Adverse Effect.          3.14 **Lease Controversies**. To Seller’s knowledge, no proceeding, suit or litigationrelating to any Lease, is pending or, to Seller’s actual knowledge, threatened, that would have aMaterial Adverse Effect.          3.15 **Rent Roll**. Seller has delivered to Purchaser a rent roll for the Project onSeller’s usual and customary form, which rent roll is true, correct and complete in all materialrespects.          3.16 **United States Person**. Seller is a “United States Person” within the meaning ofSection 1445(f)(3) of the Code, as amended, and shall execute and deliver an “Entity Transferor”certification at Closing.          3.17 **Condemnation**. Seller has no knowledge of pending or contemplated condemnation orother governmental taking proceedings affecting all or any part of the Project.          3.18 **Disclosure**. To Seller’s knowledge, no representation or warranty in thisAgreement, no exhibit attached hereto with respect to the Project, and no schedule contained inthis Agreement contains any untrue statement of a material fact, or omits to state a material factnecessary in order to make the statements contained therein not misleading, or necessary in orderto provide Purchaser with adequate information as to the Project and the management, operation,maintenance and repair thereof. To Seller’s knowledge, there is no fact known to Seller whichhas, or which, to Seller’s knowledge, could reasonably have been
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foreseen by Seller as likely to have, a Material Adverse Effect on the management, operation,maintenance and repair of the Project which has not been disclosed herein, in any scheduleattached hereto, or in any written document furnished by Seller to Purchaser under this Agreementor in connection with the transactions contemplated hereby.          3.19 **Ownership Structure**. The equity ownership of the Company, USB Mezz and theProject Owners, including percentage interests of ownership, is described on the organizationalchart attached hereto as **Exhibit D**and incorporated herein by this reference.          3.20 **Tax-Related Issues**. To the knowledge of Seller, each POP Affiliate has timelyfiled with the appropriate taxing authorities all returns (including without limitationinformational returns and other material information) in respect of Federal, State and local taxes(collectively “**Taxes**”) required to be filed through the date hereof (and for which an extensionhas not been obtained) and will timely file any such returns required to be filed (i) on or priorto the Closing Date and (ii) with respect to all periods ending on or before the Closing Date.The returns and other information filed (or to be filed) are complete and accurate in all materialrespects. All material Taxes of each POP Affiliate in respect of periods beginning before theClosing Date have been timely paid, or will be timely paid prior to the Closing Date, or will besubject to Closing proration pursuant to this Agreement and, to the knowledge of Seller, each POPAffiliate has no material liability for Taxes in excess of the amounts so paid. All materialTaxes that any POP Affiliate has been required to collect or withhold have been duly collected orwithheld and, to the extent required when due, have been or will be (prior to Closing Date) dulypaid to the proper taxing authority and no material deficiencies for Taxes of any POP Affiliatehave been claimed, proposed or assessed by any taxing or other governmental authority. There areno pending or threatened audits, investigations or claims for or relating to any materialadditional liability to any POP Affiliate in respect of Taxes, and there are no matters underdiscussion with any governmental authorities with respect to Taxes that in reasonable judgment ofSeller, is likely to result in a material additional liability for Taxes. To the knowledge ofSeller, there are no liens for Taxes (other than for current Taxes not yet due and payable) on anyof the assets of any POP Affiliate. Seller is a United States person within the meaning ofSection 7701 of the Code.          3.21 **No Other Representation or Warranty**. Except as expressly set forth in this**Section 3**, Seller makes no express or implied warranty of any kind whatsoever. ALL IMPLIEDWARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE EXPRESSLY EXCLUDED ANDEXCEPT TO THE LIMITED AND SPECIFIC EXTENT PROVIDED HEREIN OR IN THE MASTER AGREEMENT TO THECONTRARY, CONTRIBUTION OF THE PROJECT IS ON A STRICT “AS-IS” BASIS. Subject to Seller’srepresentations and warranties in this **Section 3**, Purchaser hereby acknowledges that Purchaserhas, to the extent desired and deemed consistent with good commercial practice and at Purchaser’ssole cost and expense, completed an investigation and inspection of the Project including, withoutlimitation, such investigations to determine whether or not Purchaser has the necessarygovernmental approvals to utilize the Project for Purchaser’s proposed use, investigationsregarding lot line/boundary line adjustments affecting the Project and compliance/non-complianceof the Project with applicable setback requirements (including, without limitation, side yardsetbacks), such investigations to determine whether or not the necessary utilities are in order tosupport
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Purchaser’s proposed use, such soils, engineering and environmental studies as may benecessary to assess the condition of the Project and the suitability of the Project forPurchaser’s intended uses, and inspection(s) of the structure, roof, heating, ventilation, airconditioning, electrical and plumbing systems and other components of the Building, the parkingareas and other common areas located in, on or about the Project. The foregoing acknowledgment byPurchaser shall not be deemed to waive or qualify Seller’s representations and warranties in this**Section 3**.     4. **Representations and Warranties of Purchaser, and by the Managing Members of theCompany**. Purchaser and the Members of the Company hereby represent and warrant to Seller thatas of the Effective Date:          4.1 Purchaser has all requisite power and authority to execute and deliver this Agreement andto perform all of its obligations hereunder and consummate the transactions contemplated hereby.All requisite partnership and other actions have been taken to authorize and approve theexecution, delivery and performance by Purchaser of this Agreement and the transactionscontemplated hereby.          4.2 The execution, delivery and performance by Purchaser of this Agreement, and theconsummation of the transactions contemplated hereby, will not (a) violate any provision of theorganizational documents of Purchaser; (b) violate, conflict with or result in a breach of ordefault under any term or provisions of any contract or agreement to which Purchaser is a party orby or to which Purchaser or any of its assets or properties are or may be bound or subject; or (c)violate any order, judgment, injunction, award or decree of any court or arbitration body, or anygovernmental, administrative or regulatory authority or any other body, by or to which Purchaseris or may be bound.          4.3 Purchaser and the Members of the Company will execute and deliver all documents,agreements and instruments reasonably necessary or required in order to consummate the Assignmentand the transactions contemplated in this Agreement.     5. **Survival**. Unless expressly provided otherwise in another part of this Agreement,all representations and warranties made in this Agreement by Seller or Purchaser shall survive theClosing for a period of one hundred twenty (120) days, and in the event that Purchaser determines(acting in good faith) that a breach of any one or more of such representations or warrantiesoccurred prior to Closing, then, in order to preserve its claim, Purchaser shall be required tofile suit against Seller in connection with such breach within the aforesaid one hundred twenty(120) day survival period. If Purchaser fails to timely comply with the foregoing sentence, thenPurchaser shall automatically be deemed to have irrevocably waived its right to any remedy withrespect to any representation or warranty allegedly breached (prior to Closing) by Seller. As usedin this Agreement with respect to any representation or warranty, the “knowledge” of Seller refersto the actual knowledge of any or all of Jay H. Shidler, Lawrence J. Taff and James C. Reynolds.     6. **Limitation of Liability**. All liabilities and obligations of each Party under thisAgreement shall be those of such Party only. Neither Party shall, under any circumstances, look toany person or entity other than the other party, including, but not limited to, any affiliate of
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such other party, for performance or satisfaction of such party’s obligations and liabilitiesin connection with this Agreement. Without limiting the foregoing, none of the REIT or anyAffiliate of Purchaser or Seller, as the case may be, or their respective members, partners andshareholders, shall incur any liability under any document or agreement required in connection withthis Agreement, and neither Party shall be required (in connection with this Agreement) to executeany document or agreement that does not expressly exculpate and release such parties and theirrespective successors, assigns, affiliates, officers, shareholders, partners, employees, agents andrepresentatives from any liability or obligation arising out of, or in connection with, thisAgreement.     7. **Availability of Records; Audit Representation Letter**. Upon Purchaser’s request,for a period of two (2) years after Closing, Seller shall (i) make its records (financial orotherwise) maintained in connection with the ownership and operation of Seller’s interest in theProject (the “**Records**”) available to Purchaser for inspection, copying and audit by Purchaser’sdesignated accountants. Without limitation of the foregoing in this **Section 7**, Seller agrees toabide by the terms of **Exhibit D**attached hereto. At any time within two (2) years after theClosing, Seller further agrees to provide to Purchaser’s designated independent auditor, uponrequest of Purchaser or such auditor: (a) access (to the same extent to which Purchaser would beentitled to such access) to the books and records of the Project and all related information(including the information listed on **Exhibit D**) regarding the period for which Purchaser isrequired to have the Project audited under the regulations of the Securities and ExchangeCommission, and (b) a representation letter delivered by each managing agent of the Projectregarding the books and records of the Project, in substantially the form as attached hereto as**Exhibit E**.     8. **8-K Requirements**. Upon Purchaser’s request, for a period of two (2) years afterClosing, Seller shall make its records (financial or otherwise) maintained in connection with theownership and operation of Seller’s interest in the Project (collectively, the “**Records**”) availableto the REIT for inspection, copying and audit by the REIT’s designated accountants, and at theREIT’s expense. Seller (and the LP Unit Recipients) shall provide the REIT, but withoutthird-party expense to Seller, with copies of, or access to, such factual information as may bereasonably requested by the REIT, and in the possession or control of Seller (and the LP UnitRecipients), to enable the REIT to file Form 8-K, if, as and when such filing may be required bythe Securities and Exchange Commission (“**SEC**”). Without limitation of the foregoing, (i) the REITor its designated independent or other accountants may audit the Seller’s operating statements forthe Project, and Seller shall supply such documentation in its possession or control as the REIT orits accountants may reasonably request in order to complete such audit, and Seller shall executethe form of audit letter contained in **Exhibit E**and (ii) Seller shall furnish the REIT with suchfinancial and other information as may be reasonably required by the REIT or its assigns to makeany required filings with the SEC or any other governmental authority.     9. **Miscellaneous**.          9.1 **Certain Defined Terms**. As used in this Agreement, the following terms shall havethe meanings provided below:
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                    (a) “**Affiliate**” shall mean with to a specified Person, a Person that directly or indirectlythrough one or more intermediaries, controls, is controlled by, or is under common control with thePerson specified and shall have such additional meaning as such term has under SEC Rule 12b-2.                    (b) “**Closing**” shall mean the consummation of the Assignment of the Seller’s MembershipInterest in accordance with this Agreement.                    (c) “**Permitted Exceptions**” shall mean: (1) real estate taxes and assessments not yet due and payable;  (2) covenants, restrictions, easements and other similar agreements, provided thatthe same are not violated by existing improvements or the current use and operation ofthe Project, or if so violated that the same do not materially impair the value of theProject and that the violation of the same will not result in a forfeiture or reversionof title;  (3) zoning laws, ordinances and regulations, building codes and other governmentallaws, regulations, rules and orders affecting the Project, provided that the same arenot violated by existing improvements or the current use and operation of the Project,or if so violated that the same do not materially impair the value of the Project orthat such violation will not result in a forfeiture or reversion of title;  (4) any minor imperfection of title which (a) does not affect the current use,operation or enjoyment of the Project, (b) does not render title to the Projectunmarketable or uninsurable, and (c) does not materially impair the value of theProject;  (5) The Property Indebtedness;  (6) any Leases with respect to the Project;  (7) any encroachments or any other matters evidenced by Seller’s existing owner’spolicy or Title Commitment or as disclosed by Seller’s existing survey; and  (8) the Ground Lease.                    (d) “**Person**” shall mean any individual, trust or entity of any nature.                    (e) “**Material Adverse Effect**” shall mean an effect that would reasonably be expected to bematerial and adverse to the financial condition, business, or results of operations of Seller, thePOP Affiliates or the Project, or that would materially and adversely affect the ability of Sellerand Purchaser to consummate the transactions hereunder.                    (f) “**Property Indebtedness**” means, either or both, as the case may be, (a) the unpaid mortgagedebt secured by the Project and (b) the unpaid mezzanine debt secured by a collateral assignment ofindirect ownership interests in the Project.
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                    (g) “**REIT**” means Pacific Office Properties Trust, Inc., a Maryland corporation, the solegeneral partner of Purchaser.          9.2 **Assignment**. This Agreement may not be assigned or transferred without the priorwritten consent of Purchaser and Seller.          9.3 **Entire Agreement**. This Agreement, including the Exhibits referred to herein,constitutes the entire contract between the parties with respect to the subject matter covered bythis Agreement. This Agreement supersedes all previous representations, arrangements, agreementsand understandings by and among the parties with respect to the subject matter covered by thisAgreement, and any such representations, arrangements, agreements and understandings are herebycancelled and terminated in all respects. This Agreement may not be amended, changed or modifiedexcept by a writing duly executed by the Purchaser and Seller.          9.4 **Severability**. If any provision of this Agreement, or any portion of any suchprovision, is held to be unenforceable or invalid, the remaining provisions and portions shallnevertheless be carried into effect.          9.5 **Remedies**. All rights and remedies of the parties are separate and cumulative,and no one of them, whether exercised or not, shall be deemed to be to the exclusion of or tolimit or prejudice any other legal or equitable rights or remedies which the parties may have,except as otherwise expressly limited herein. Subject to the limitations or remedies imposedelsewhere in this Agreement, the parties shall not be deemed to waive any of their rights orremedies thereunder, unless such waiver is in writing and signed by the party to be bound. Nodelay or omission on the part of either party in exercising any right or remedy shall operate as awaiver of such right or remedy or any other right or remedy. A waiver on any one occasion shallnot be construed as a bar or waiver of any right or remedy on any future occasion.          9.6 **Headings**. The headings contained in this Agreement are for convenience only andare not a part of this Agreement, and do not in any way interpret, limit or amplify the scope,extent or intent of this Agreement, or any of the provisions of this Agreement.          9.7 **Counterparts**. This Agreement may be executed in counterparts, each of whichshall constitute an original, but all of which together shall constitute one and the sameagreement. This Agreement may be executed and delivered by facsimile transmission with the sameforce and effect as an ink-signed document.          9.8 **Governing Law; Jurisdiction and Venue**. This Agreement shall be governed by andinterpreted in accordance with the laws (other than that body of law relating to conflicts of law)of the State of California. The proper venue for any claims, causes of action or otherproceedings concerning this Agreement shall be in the state and federal courts located in theState of California.
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          9.9 **No Third Party Beneficiary**. This Agreement creates rights and duties onlybetween the parties, and no third party is or shall be deemed to be or shall have any rights as athird party beneficiary, except as explicitly set forth herein.          9.10 **Binding Effect**. This Agreement shall be binding upon and shall inure to thebenefit of the parties and their respective successors, assigns and legal and personalrepresentatives.          9.11 **Notices**. All notices required or permitted hereunder shall be given in writingand shall be effective for all purposes if hand delivered or sent by (a) certified or registeredUnited Sates mail, postage prepaid, return receipt requested, (b) expedited prepaid deliveryservice, either commercial or United States Postal Service, with proof of attempted delivery, or(c) telecopier (with answer back acknowledged), addressed as follows (or such other address andperson or entity as shall be designated from time to time by any party hereto, as the case may be,to the other parties hereto in the manner proved for in this Section 5.10:       If to Seller: STIRR USB Tower, LLC    10188 Telesis Court, Suite 222    San Diego, California 92121    Attention: Michael Burer       If to Purchaser: Pacific Office Properties, L.P.    233 Wilshire Boulevard, Suite 830    Santa Monica, California 90401    Attention: Jim Kasim       If to Company: POP / USB Partners, LLC    10188 Telesis Court, Suite 222    San Diego, California 92121    Attention: Michael Burer***[Remainder of Page Intentionally Left Blank]***
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**IN WITNESS WHEREOF**, the parties hereto have executed this Agreement as of the date firstwritten above.         **SELLER:**           **STIRR USB, LLC**