Common use of Due Diligence Period Clause in Contracts

Due Diligence Period. The Parties hereby acknowledge that, as of the Effective Date, the Purchasers have not yet had an opportunity to complete their Due Diligence Investigation and fully review and evaluate all aspects of this transaction and the condition and suitability of the Assets. Accordingly, for the period (the “Due Diligence Period”) beginning on the Effective Date and continuing until 5:00 p.m. (Pacific Time) on April 15, 2012 (as such date may be accelerated pursuant to Section 1.9, the “Hard Date”), and notwithstanding any other provision of this Agreement to the contrary, the Purchasers shall have the right to terminate this Agreement by written notice to the Sellers in the event the Purchasers, in the Purchasers’ sole discretion, are not satisfied with the Assets for any reason (or no reason), which reason (or no reason) need not be specified in such notice, provided that such notice is delivered to the Sellers and their counsel at the email addresses set forth in Exhibit 1.8, on or prior to 5:00 p.m. (Pacific Time) on the Hard Date. Each Seller acknowledges and agrees that the Purchasers have no obligation to give the Sellers prior notice, or to negotiate in good faith with the Sellers regarding modifying the terms of this Agreement or the transactions contemplated hereby, before the Purchasers deliver the notice of termination contemplated by the immediately preceding sentence to the email address listed in Section 1.8 of the Disclosure Letter. If such notice of termination is so delivered (i) on or before 5:00 p.m. (Pacific Time) on February 27, 2012 (the “Commitment Date”), then the Purchasers shall be entitled to a refund of the Deposit minus an amount of Three Hundred Thousand Dollars ($300,000), which Three Hundred Thousand Dollars ($300,000) shall be paid to the Sellers, (ii) after 5:00 p.m. (Pacific Time) on the Commitment Date but on or before 5:00 p.m. (Pacific Time) on the Hard Date, then the Purchasers shall be entitled to a refund of the Deposit minus an amount of Six Hundred Thousand Dollars ($600,000), which Six Hundred Thousand Dollars ($600,000) shall be paid to the Sellers or (iii) after 5:00 p.m. (Pacific Time) on the Hard Date, then the Purchasers shall not be entitled to a refund of the Deposit. If the Purchasers do not terminate this Agreement as set forth in this Section 1.8 or as otherwise provided herein, then this Agreement shall remain in full force and effect.

Due Diligence Period. The Parties hereby acknowledge that, as of Buyer shall have until 5 p.m. Alaska Standard Time on the date that is thirty (30) days after the Effective Date, the Purchasers have not yet had an opportunity to complete their Due Diligence Investigation and fully review and evaluate all aspects of this transaction and the condition and suitability of the Assets. Accordingly, for the period Date (the “Due Diligence Period”) beginning on ), within which to satisfy itself as to the Effective Date Property and continuing until 5:00 p.m. its condition and suitability for Buyer’s intended use (Pacific Time) on April 15, 2012 (as such date may be accelerated pursuant to Section 1.9, the “Hard DateInspection Contingency”). In consideration of the foregoing, Seller shall cooperate in good faith to provide to Buyer any written information in Seller’s possession relevant to the sale of the Property regarding the condition thereof, and notwithstanding any other provision of this Agreement documentation or information related to the contraryProperty reasonably requested by Buyer, to the Purchasers shall have extent not already disclosed in connection with the right Invitation to Bid. Prior to the expiration of the Due Diligence Period, Buyer may terminate this Agreement at any time by delivering written notice thereof to the Sellers Seller. If this Agreement has not previously been terminated in the event the Purchasers, in the Purchasers’ sole discretion, are not satisfied accordance with the Assets for any reason (or no reason), which reason (or no reason) need not be specified in such notice, provided that such notice is delivered to the Sellers and their counsel at the email addresses set forth in Exhibit 1.8preceding sentence, on or prior to 5:00 p.m. (Pacific Time) on the Hard Dateexpiration of the Due Diligence Period, Buyer may give written notice to Seller that it waives the Inspection Contingency. Each Seller acknowledges and agrees that Upon waiver by Buyer of the Purchasers have no obligation to give Inspection Contingency, the Sellers prior noticeXxxxxxx Money Deposit shall become nonrefundable, or to negotiate except as otherwise expressly provided in good faith with the Sellers regarding modifying the terms of this Agreement. If this Agreement or the transactions contemplated herebyhas not previously been terminated in accordance with this Section 3.1, before the Purchasers deliver the notice of termination contemplated by the immediately preceding sentence to the email address listed in Section 1.8 of the Disclosure Letter. If such notice of termination is so delivered (i) on or before 5:00 p.m. (Pacific Time) on February 27, 2012 (the “Commitment Date”), then the Purchasers Buyer shall be entitled deemed to a refund of have waived the Inspection Contingency and thereafter the Xxxxxxx Money Deposit minus an amount of Three Hundred Thousand Dollars ($300,000), which Three Hundred Thousand Dollars ($300,000) shall be paid to the Sellers, (ii) after 5:00 p.m. (Pacific Time) on the Commitment Date but on or before 5:00 p.m. (Pacific Time) on the Hard Date, then the Purchasers shall be entitled to a refund of the Deposit minus an amount of Six Hundred Thousand Dollars ($600,000), which Six Hundred Thousand Dollars ($600,000) shall be paid to the Sellers or (iii) after 5:00 p.m. (Pacific Time) on the Hard Date, then the Purchasers shall not be entitled refunded to a refund of the DepositBuyer except as otherwise expressly provided in this Agreement. If the Purchasers do not terminate this Agreement as set forth in is terminated pursuant to this Section 1.8 3.1, Seller shall return the Xxxxxxx Money Deposit to Buyer, and, if requested by Seller, Buyer shall immediately destroy or as otherwise return all information provided hereinto Buyer in connection with Buyer’s due diligence, then and neither party shall have any further rights or obligations under this Agreement shall remain in full force and effectexcept those that expressly survive termination of this Agreement.

Due Diligence Period. The Parties hereby acknowledge that, as of For the Effective Date, the Purchasers have not yet had an opportunity to complete their Due Diligence Investigation and fully review and evaluate all aspects purposes of this transaction and the condition and suitability of the Assets. Accordingly, for the period (the Agreement “Due Diligence Period”) beginning ” shall the period commencing on the Effective Date and continuing until 5:00 p.m. terminating on September 30, 2013. During the Due Diligence Period, Seller shall allow Buyer to conduct its inspection and review of the Property at times convenient to the Seller and Operator. The physical condition and all other aspects of the Property (Pacific Timeincluding appraisal, environmental, leases, economic and entitlements) on April 15shall meet the approval of Buyer, 2012 (in Buyer’s sole judgment and discretion, based upon on-site inspections of the Property, and other investigations and inquiries made by Buyer or Buyer’s representatives during the Due Diligence Period including, but not limited to, a review of the Leases. If Buyer disapproves the condition or any other aspect of the Property or this transaction as the result of such date may due diligence, for any reason or for no reason at all, Buyer shall notify Seller and the Escrow Agent in writing of such disapproval prior to the termination of the Due Diligence Period, and this Agreement shall thereupon be accelerated pursuant to Section 1.9terminated. In that event, the “Hard Date”), Xxxxxxx Money shall be returned to Buyer and notwithstanding the Escrow Agent shall be authorized to make such disbursements of the Xxxxxxx Money without any other provision further joinder or approval of Seller or Buyer. If Buyer does not notify Seller and the Escrow Agent in writing prior to the expiration of the Due Diligence Period that Buyer has disapproved the Property and elected to terminate this Agreement as herein provided, then Buyer shall be deemed conclusively to the contrary, the Purchasers shall have waived the right to terminate this Agreement by written notice to under the Sellers in the event the Purchasers, in the Purchasers’ sole discretion, are not satisfied with the Assets for any reason (or no reason), which reason (or no reason) need not be specified in such notice, provided that such notice is delivered to the Sellers and their counsel at the email addresses set forth in Exhibit 1.8, on or prior to 5:00 p.m. (Pacific Time) on the Hard Date. Each Seller acknowledges and agrees that the Purchasers have no obligation to give the Sellers prior notice, or to negotiate in good faith with the Sellers regarding modifying the terms provisions of this Agreement or Section 5. Seller shall cooperate with Buyer to make the transactions contemplated hereby, before Property fully accessible to Buyer and Buyer’s consultants for purposes of Buyer’s inspections and tests during the Purchasers deliver the notice of termination contemplated by the immediately preceding sentence to the email address listed in Section 1.8 of the Disclosure Letter. If such notice of termination is so delivered (i) on or before 5:00 p.m. (Pacific Time) on February 27, 2012 (the “Commitment Date”), then the Purchasers shall be entitled to a refund of the Deposit minus an amount of Three Hundred Thousand Dollars ($300,000), which Three Hundred Thousand Dollars ($300,000) shall be paid to the Sellers, (ii) after 5:00 p.m. (Pacific Time) on the Commitment Date but on or before 5:00 p.m. (Pacific Time) on the Hard Date, then the Purchasers shall be entitled to a refund of the Deposit minus an amount of Six Hundred Thousand Dollars ($600,000), which Six Hundred Thousand Dollars ($600,000) shall be paid to the Sellers or (iii) after 5:00 p.m. (Pacific Time) on the Hard Date, then the Purchasers shall not be entitled to a refund of the Deposit. If the Purchasers do not terminate this Agreement as set forth in this Section 1.8 or as otherwise provided herein, then this Agreement shall remain in full force and effectDue Diligence Period.

Due Diligence Period. The Parties hereby acknowledge that, as of (a) Buyer will have a period commencing on the Effective Date, Date and ending at 6:00 PM Pacific Time on the Purchasers have not yet had an opportunity to complete their Due Diligence Investigation and fully review and evaluate date that is thirty (30) days after Buyer has received all aspects of this transaction and the condition and suitability of the Assets. Accordingly, for the period Property Information set forth in Schedule 6(a)(3) (the “Due Diligence Period”), with the exception of Schedule 6(a)(3) beginning on Item # 16 (Tenant Estoppels, which shall be delivered to Buyer within ten (10) days of the close of escrow), to examine, inspect, and investigate the Property and, in Buyer’s sole judgment and discretion, to determine whether Buyer desires to purchase the Property. Buyer agrees to submit a notice to Seller confirming Buyer has received all Property Information once received and the date of the notice will become the Effective Date and continuing until 5:00 p.m. Date. (Pacific Timeb) Buyer may terminate this Agreement for any or no reason by giving written notice of such termination to Seller on April 15, 2012 (as such date may be accelerated or before the last day of the Due Diligence Period. If this Agreement is terminated pursuant to this Section 1.97, the “Hard Date”)Deposit shall be immediately refunded to Buyer, and notwithstanding neither party shall have any further liability or obligation to the other under this Agreement except for the indemnity provisions set forth in Section 7(c) of this Agreement and any other provision of this Agreement that is expressly intended to survive the contrary, termination of this Agreement. In the Purchasers shall have event this Agreement is terminated escrow is required to return Buyer’s Deposit immediately and Seller agrees and will not cause escrow to delay the return of the Deposit to Buyer for any reason. If Buyer does not elect to exercise its right to terminate this Agreement during the Due Diligence Period, then Buyer shall notify Seller of Buyer’s intention to acquire the Property before the expiration of the Due Diligence Period. If Buyer does not, before the expiration of the Due Diligence Period, either affirmatively notify Seller of its desire to acquire the Property or send a termination notice to Seller, then Buyer will be deemed to have elected to terminate this Agreement. If Buyer elects to proceed to purchase the Property, and this Agreement is not terminated or deemed terminated before the expiration of the Due Diligence Period, then the Deposit shall be non-refundable except in the event of a default hereunder by Seller. (c) Subject to the rights of tenants under the Leases, Seller will provide to Buyer reasonable access to the Property for the purpose of examining any or all aspects thereof, including conducting on a non-destructive basis, surveys, architectural, engineering, non-invasive geo-technical and environmental inspections and tests, and any other inspections, studies, or tests reasonably required by Buyer. Buyer shall give Seller reasonable notice by telephone or e-mail before entering onto any of the properties that comprise the Property to perform inspections or tests, and in the case of tests (i) Buyer shall specify to Seller the precise nature of the test to be performed, and (ii) Seller may require, as a condition precedent to Buyer’s right to perform any such test, that Buyer deliver Seller evidence of public liability and other appropriate insurance naming Seller as an additional insured thereunder. Such examination of the physical condition of the Property, including the Third Party Inspection Report (defined in Section 7(d) below) may include an examination for the presence or absence of hazardous or toxic materials, substances or wastes, which shall be performed or arranged by Buyer at Buyer’s sole expense. Buyer shall keep the Property free and clear of any liens and will indemnify, protect, defend, and hold each Seller Related Party (defined below) harmless from and against all losses, costs, damages, claims, liabilities and expenses (including reasonable attorneys’ fees and court costs) (collectively, “Losses”) arising from damage to the Property and injury to persons asserted against or incurred by any Seller Related Party as a result of such entry by Buyer, its agents, employees or representatives (except that Buyer shall have no liability or indemnity obligation for any diminution in the value of the Property as a result of any unfavorable analysis, test, study, opinion or recommendation made to or for or reach by Buyer). If any inspection or test disturbs the Property and Buyer does not acquire the Property, Buyer will restore the Property to substantially the same condition as existed prior to any such inspection or test. Buyer and its agents, employees, and representatives may, upon not less than 24 hours prior telephonic notice to Seller, examine and make copies of all books and records and other materials relating to the condition of the Property in Seller’s possession at the office where such records are maintained. Any information provided to or obtained by Buyer with respect to the Property shall be subject to the provisions of Section 22(p) of this Agreement. The obligations of Buyer under this Section shall survive the termination of the Agreement. (d) The Purchase Price Holdback shall be disposed of as follows: (1) Buyer may retain at Buyer’s expense a contractor or home inspector to prepare a report or reports and deliver the same to Seller during the Due Diligence Period describing the physical condition of the Property and identifying any necessary repairs or improvements necessary to bring the Property into compliance with the applicable local building code and/or rent ready condition (“Third Party Inspection Report”). The person or entity preparing the Third Party Inspection Report must be (i) a licensed contractor or otherwise qualified to perform such inspections in the jurisdiction where the Property is located; (ii) qualified by experience to remodel and repair properties of the type comprising the Property; and (iii) may not be, or have ever been, owned or controlled by Buyer or an affiliate of Buyer. Buyer will provide a copy of the Third Party Inspection Report to Seller, when finalized. (2) As to each parcel comprising the Property, if the sum of the reasonably estimated costs identified in the Third Party Inspection Report for any three (3) or fewer repair items in the aggregate exceeds One Thousand and 00/100 Dollars ($1,000.00), then that sum shall be deducted from the Purchase Price Holdback held in Escrow. Notwithstanding the foregoing, in lieu the Purchase Price Holdback deduction discussed above, Seller may: (i) within fourteen (14) days of receipt of the Third Party Inspection Report, dispute the conclusions of such report, in which event, such dispute shall be resolved as stated below, or (ii) within fourteen (14) days of receipt of the Third Party Inspection Report (or the Second Third Party Inspection Report, as the case may be), elect by written notice to undertake repairs at the Sellers in applicable property to the event standard and quality customarily performed by Seller with respect to the Purchasershouses that comprise the Property during the period of Seller’s ownership, and shall provide Buyer written notice upon the completion of such repairs, in which event: (A) Seller and Buyer shall cooperate at Seller’s expense to facilitate such repairs; (B) Seller shall commence repairs at some or all of such parcels no later than thirty (30) days after the Purchasers’ sole discretionreceipt of such applicable report; (C) Seller shall complete such repairs not later than sixty (60) days of receipt of the applicable Third Party Inspection Report; and (D) upon the completion by Seller of all such repairs undertaken by Seller, are not satisfied the parties shall direct the Escrow Holder to pay: (I) to Buyer from the Purchase Price Holdback the sum called for in subsection (d)(2) above, if any, and (II) the remaining balance of the Purchase Price Holdback, if any, to Seller. (3) If Seller disagrees with the Assets for conclusions of the Third Party Inspection Report with respect to any reason parcel of the Property, Seller shall so notify Buyer within fourteen (or no reason)14) days after actual receipt by Seller of a complete copy of the Third Party Inspection Report. In that event, which reason (or no reason) need not be specified in such notice, provided that such notice is delivered to the Sellers Buyer and their counsel at the email addresses set forth in Exhibit 1.8, on or prior to 5:00 p.m. (Pacific Time) on the Hard Date. Each Seller acknowledges and agrees that the Purchasers have no obligation to give the Sellers prior notice, or to shall negotiate in good faith to resolve Seller’s objections and come to agreement with the Sellers regarding modifying the terms of respect to all items for which Seller will be responsible in accordance with this Agreement or the transactions contemplated hereby, before the Purchasers deliver the notice of termination contemplated by the immediately preceding sentence Section 7(d). If Buyer and Seller cannot reach agreement with respect to the email address listed in Section 1.8 any parcel of the Disclosure LetterProperty, then Buyer and Seller shall designate a mutually agreeable third party home inspector or contractor to prepare a second Third Party Inspection Report, at Seller’s expense, to identify any necessary repairs and the cost to make such repairs (the “Second Third Party Inspection Report”). If such notice of termination is so delivered The person or entity preparing the Second Third Party Inspection Report must be (i) on a licensed contractor or before 5:00 p.m. (Pacific Time) on February 27, 2012 (otherwise qualified to perform such inspections in the “Commitment Date”), then jurisdiction where the Purchasers shall be entitled to a refund of the Deposit minus an amount of Three Hundred Thousand Dollars ($300,000), which Three Hundred Thousand Dollars ($300,000) shall be paid to the SellersProperty is located, (ii) after 5:00 p.m. qualified by experience to remodel and repair properties of the type comprising the Property, and (Pacific Timeiii) on may not be, or have ever been, owned or controlled by Buyer or Seller or an affiliate of Buyer or Seller. The determination of the Commitment Date but on or before 5:00 p.m. (Pacific Time) on the Hard Date, then the Purchasers Second Third Party Inspection Report shall be entitled to a refund binding on both parties, and Seller shall be responsible for the sum of the Deposit minus an amount of Six Hundred reasonably estimated costs identified in the Third Party Inspection Report for any three (3) or fewer repair items in the aggregate exceeding One Thousand and 00/100 Dollars ($600,000), which Six Hundred Thousand Dollars 1,000.00) in accordance with the terms of subsection ($600,000d)(2) shall be paid to the Sellers or (iii) after 5:00 p.m. (Pacific Time) on the Hard Date, then the Purchasers shall not be entitled to a refund of the Deposit. If the Purchasers do not terminate this Agreement as set forth in this Section 1.8 or as otherwise provided herein, then this Agreement shall remain in full force and effectabove.

Due Diligence Period. The Parties hereby acknowledge that, as of (a) Buyer will have a period commencing on the Effective Date, Date and ending at 6:00 PM Pacific Time on the Purchasers have not yet had an opportunity to complete their Due Diligence Investigation and fully review and evaluate date that is 30 days after Buyer has received all aspects of this transaction and the condition and suitability of the Assets. Accordingly, for the period Property Information set forth in Schedule 6(a)(3) (the “Due Diligence Period”) beginning on to examine, inspect, and investigate the Property and, in Buyer’s sole judgment and discretion, to determine whether Buyer desires to purchase the Property. If Buyer is acting diligently and in good faith to proceed with the consummation of the transaction contemplated by this Agreement, Seller will agree, upon the written request of Buyer, to extend the Due Diligence Period up to fourteen (14) days. Buyer agrees to submit a notice to Seller confirming Buyer has received all Property Information once received and the date of the notice will become the Effective Date and continuing until 5:00 p.m. Date. (Pacific Timeb) Buyer may terminate this Agreement for any or no reason by giving written notice of such termination to Seller on April 15, 2012 (as such date may be accelerated or before the last day of the Due Diligence Period. If this Agreement is terminated pursuant to this Section 1.97, the “Hard Date”)Deposit shall be immediately refunded to Buyer, and notwithstanding neither party shall have any further liability or obligation to the other under this Agreement except for the indemnity provisions set forth in Section 7(c) of this Agreement and any other provision of this Agreement that expressly survive the termination of this Agreement. In the event this Agreement is terminated escrow is required to return Buyer’s Deposit immediately and Seller agrees and will not cause escrow to delay the return of the Deposit to Buyer for any reason. If Buyer does not elect to exercise its right to terminate this Agreement during the Due Diligence Period, then Buyer shall notify Seller of Buyer’s intention to acquire the Property before the expiration of the Due Diligence Period. If Buyer does not, before the expiration of the Due Diligence Period, either affirmatively notify Seller of its desire to acquire the Property or send a termination notice to Seller, then Buyer will be deemed to have elected to terminate this Agreement. If Buyer elects to proceed to purchase the Property, and this Agreement is not terminated or deemed terminated before the expiration of the Due Diligence Period, then the Deposit shall be non-refundable except in the event of a default hereunder by Seller. (c) Subject to the contraryrights of tenants under the Leases, Seller will provide to Buyer reasonable access to the Property for the purpose of examining at Buyers expense any or all aspects thereof, including conducting on a non-destructive basis, surveys, architectural, engineering, non-invasive geo-technical and environmental inspections and tests, and any other inspections, studies, or tests reasonably required by Buyer. Buyer shall give Seller reasonable notice by telephone or e-mail before entering onto any of the properties that comprise the Property to perform inspections or tests, and in the case of tests (i) Buyer shall specify to Seller the precise nature of the test to be performed, and (ii) Seller may require, as a condition precedent to Buyer’s right to perform any such test, that Buyer deliver Seller evidence of public liability and other appropriate insurance naming Seller as an additional insured thereunder. Such examination of the physical condition of the Property, including the Third Party Inspection Report (defined in Section 7(d) below) may include an examination for the presence or absence of hazardous or toxic materials, substances or wastes, which shall be performed or arranged by Buyer at Buyer’s sole expense. Buyer shall keep the Property free and clear of any liens and will indemnify, protect, defend, and hold each Seller Related Party (defined below) harmless from and against all losses, costs, damages, claims, liabilities and expenses (including reasonable attorneys’ fees and court costs) (collectively, “Losses”) arising from damage to the Property and injury to persons asserted against or incurred by any Seller Related Party as a result of such entry by Buyer, its agents, employees or representatives (except that Buyer shall have no liability or indemnity obligation for any diminution in the value of the Property as a result of any unfavorable analysis, test, study, opinion or recommendation made to or for or reach by Buyer). If any inspection or test disturbs the Property and Buyer does not acquire the Property, Buyer will restore the Property to substantially the same condition as existed prior to any such inspection or test. Buyer and its agents, employees, and representatives may, upon not less than 24 hours prior telephonic notice to Seller, examine and make copies of all books and records and other materials relating to the condition of the Property in Seller’s possession at the office where such records are maintained. Any information provided to or obtained by Buyer with respect to the Property shall be subject to the provisions of Section 22(p) of this Agreement. The obligations of Buyer under this Section shall survive the termination of the Agreement. (d) Buyer may retain a contractor or home inspector to prepare a report or reports describing the physical condition of the Property as a whole and as individual properties seperately (collectively, the Purchasers “Third Party Inspection Report”), which Third Party Inspection Report shall adequately identify any necessary repairs, improvements or replacements, which shall include, without limitation, any replacement of items near the end or beyond its applicable useful life, and the estimated costs of such repairs, improvements or replacements (collectively, the “Necessary Repairs”). The person or entity preparing the Third Party Inspection Report must be licensed to perform such inspections in the jurisdiction where the Property is located, and may not be, or have ever been, owned or controlled by Buyer or an affiliate of Buyer or otherwise not at arm’s length from Buyer. Buyer will provide a copy of the Third Party Inspection Report to Seller prior to the expiration of the Due Diligence Period. If any Necessary Repairs are identified in the Third Party Inspection Report both Buyer and Seller must agree on the items to be repaired and the cost of such repairs. For items both Buyer and Seller agree to be repaired, Seller shall have the right to terminate this Agreement by written notice to the Sellers in the event the Purchasers, in the Purchasers’ sole discretion, are not satisfied with the Assets for any reason (or no reason), which reason (or no reason) need not be specified in such notice, provided that such notice is delivered to the Sellers and their counsel at the email addresses set forth in Exhibit 1.8, on or prior to 5:00 p.m. (Pacific Time) on the Hard Date. Each Seller acknowledges and agrees that the Purchasers have no obligation to give the Sellers prior notice, or to negotiate in good faith with the Sellers regarding modifying the terms of this Agreement or the transactions contemplated hereby, before the Purchasers deliver the notice of termination contemplated by the immediately preceding sentence to the email address listed in Section 1.8 of the Disclosure Letter. If such notice of termination is so delivered (i) on or before 5:00 p.m. (Pacific Time) on February 27, 2012 (make the “Commitment Date”), then Necessary Repairs after Closing and the Purchasers shall be entitled to a refund estimated cost of the Deposit minus an amount of Three Hundred Thousand Dollars ($300,000), which Three Hundred Thousand Dollars ($300,000) shall be paid to the Sellers, (ii) after 5:00 p.m. (Pacific Time) on the Commitment Date but on or before 5:00 p.m. (Pacific Time) on the Hard Date, then the Purchasers shall be entitled to a refund of the Deposit minus an amount of Six Hundred Thousand Dollars ($600,000), which Six Hundred Thousand Dollars ($600,000) shall be paid to the Sellers or (iii) after 5:00 p.m. (Pacific Time) on the Hard Date, then the Purchasers shall not be entitled to a refund of the Deposit. If the Purchasers do not terminate this Agreement Necessary Repairs as set forth in the Third Party Inspection Report shall be held in escrow by the Escrow Holder until such Necessary Repairs are completed as described in Section 7(d)(1) below, or (ii) reduce the Purchase Price by the estimated cost of the repairs, improvements or replacements set forth in the Third Party Inspection Report. In the event Seller elects to reduce the Purchase Price, Seller and Buyer agree that the Purchase Price will be reduced by an agreed upon amount by both Buyer and Seller Normal wear and tear shall not constitute grounds for a reduction in the Purchase Price. If the cost to make the repairs, improvements and/or replacements identified in the Third Party Inspection Report on any individual home can not be agreed to by both Buyer and Seller and Seller does not agree to reduce the Purchase Price by the identified cost of such repairs, improvements and replacements as set forth in the Third Party Inspection Report, then Buyer may, upon written notice to Seller and prior to the end of the Due Diligence Period, elect to (i) close the transaction as contemplated or (ii) terminate this Agreement. If Buyer terminates this Agreement in accordance with this Section 1.8 or as otherwise provided herein7(d), then this Agreement will have no further force or effect, the parties will have no further obligations to each other 3 and Escrow Holder shall refund the Deposit to Buyer. The reductions to the Purchase Price contemplated in this Section 7(d) are in addition to those contemplated in Section 5(b) and 5(c) of this Agreement. (1) If Seller elects to make the repairs contemplated in Section 7(d) above, a Purchase Price Escrow Repair Holdback amount of $150,000.00 or the agreed upon estimated cost of “Necessary Repairs” if less than $150,000.00(the “Purchase Price Escrow Repair Holdback”) shall be withheld by the Escrow Holder until such time as Seller has completed all Necessary Repairs to Buyer’s reasonable satisfaction. Such Necessary Repairs shall be completed by Seller, at Seller’s sole cost and expense, not later than ninety (90) days after Closing (the “Holdback Repair Period”). Seller shall provide to Buyer invoices and related back-up documentation reasonably acceptable to Buyer pertaining to all Necessary Repairs, as well as photographs reasonably acceptable to Buyer depicting each and every item to be repaired before such repair has begun and after such repair has been completed. Purchase Price Holdback funds shall remain held by the Escrow Holder until all Necessary Repairs are completed to Buyer’s reasonable satisfaction. Upon the end of the Holdback Repair Period or sooner upon Buyer’s election, Buyer shall review the status of the Necessary Repairs and, if any repairs have been completed to Buyer’s reasonable satisfaction, Buyer shall at that time instruct the Escrow Holder to release funds pertaining to such completed repairs described in full force and effectthe Third Party Inspection Report. If after Buyer’s review of the Necessary Repairs Buyer determines that all of the Necessary Repairs have been completed during the Holdback Repair Period, any Purchase Price Escrow Repair Holdback funds remaining in Escrow Holder’s custody shall be released to Seller.

Due Diligence Period. The Parties hereby acknowledge that, as of (a) Buyer will have a period commencing on the Effective Date, Date and ending at 6:00 PM Pacific Time on the Purchasers have not yet had an opportunity to complete their Due Diligence Investigation and fully review and evaluate date that is 30 days after Buyer has received all aspects of this transaction and the condition and suitability of the Assets. Accordingly, for the period Property Information set forth in Schedule 6(a)(3) (the “Due Diligence Period”) beginning on to examine, inspect, and investigate the Property and, in Buyer’s sole judgment and discretion, to determine whether Buyer desires to purchase the Property. If Buyer is acting diligently and in good faith to proceed with the consummation of the transaction contemplated by this Agreement, Seller will agree, upon the written request of Buyer, to extend the Due Diligence Period up to fourteen (14) days. Buyer agrees to submit a notice to Seller confirming Buyer has received all Property Information once received and the date of the notice will become the Effective Date and continuing until 5:00 p.m. Date. (Pacific Timeb) Buyer may terminate this Agreement for any or no reason by giving written notice of such termination to Seller on April 15, 2012 (as such date may be accelerated or before the last day of the Due Diligence Period. If this Agreement is terminated pursuant to this Section 1.97, the “Hard Date”)Deposit shall be immediately refunded to Buyer, and notwithstanding neither party shall have any further liability or obligation to the other under this Agreement except for the indemnity provisions set forth in Section 7(c) of this Agreement and any other provision of this Agreement that is expressly intended to survive the termination of this Agreement. In the event this Agreement is terminated by Buyer within the Due Diligence Period, escrow is required to return Buyer’s Deposit immediately and Seller agrees and will not cause escrow to delay the return of the Deposit to Buyer for any reason. If Buyer does not elect to exercise its right to terminate this Agreement during the Due Diligence Period, then Buyer shall notify Seller of Buyer’s intention to acquire the Property before the expiration of the Due Diligence Period. If Buyer does not, before the expiration of the Due Diligence Period, either affirmatively notify Seller of its desire to acquire the Property or send a termination notice to Seller, then Buyer will be deemed to have elected to terminate this Agreement. If Buyer elects to proceed to purchase the Property, and this Agreement is not terminated or deemed terminated before the expiration of the Due Diligence Period, then the Deposit shall be non-refundable except in the event of a default hereunder by Seller. (c) Subject to the contraryrights of tenants under the Leases, Seller will provide to Buyer reasonable access to the Property for the purpose of reasonably examining any or all aspects thereof, including conducting on a non-destructive basis, surveys, architectural, engineering, non-invasive geo-technical and environmental inspections and tests, and any other inspections, studies, or tests reasonably required by Buyer. Buyer shall give Seller reasonable notice by e-mail before entering onto any of the properties that comprise the Property to perform inspections or tests, and in the case of tests (i) Buyer shall specify in writing to Seller the precise nature of the test to be performed, and (ii) Seller may require, as a condition precedent to Buyer’s right to perform any such test, that Buyer deliver Seller evidence of public liability and other appropriate insurance naming Seller as an additional insured thereunder. Such examination of the physical condition of the Property, including the Third Party Inspection Report (defined in Section 7(d) below) may include an examination for the presence or absence of hazardous or toxic materials, substances or wastes, which shall be performed or arranged by Buyer at Buyer’s sole expense. Buyer shall keep the Property free and clear of any liens and will indemnify, protect, defend, and hold each Seller Related Party (defined below) harmless from and against all losses, costs, damages, claims, liabilities and expenses (including reasonable attorneys’ fees and court costs) (collectively, “Losses”) arising from damage to the Property and injury to persons asserted against or incurred by any Seller Related Party as a result of such entry by Buyer, its agents, employees or representatives (except that Buyer shall have no liability or indemnity obligation for any diminution in the value of the Property resulting directly from any unfavorable analysis, test, study, opinion or recommendation related to such inspection or test referenced in this subsection). If any such inspection or test disturbs the Property and Buyer does not acquire the Property, Buyer will restore the Property to substantially the same condition as existed prior to any such inspection or test. Buyer and its agents, employees, and representatives may, upon not less than 24 hours prior written notice to Seller, examine and make copies of all books and records and other materials relating to the condition of the Property in Seller’s possession at the office where such records are maintained. Any information provided to or obtained by Buyer with respect to the Property shall be subject to the provisions of Section 22(p) of this Agreement. The obligations of Buyer under this Section shall survive the termination of the Agreement. (d) Buyer may retain a contractor or home inspector to prepare a report or reports describing the physical condition of the Property (collectively, the Purchasers “Third Party Inspection Report”), which Third Party Inspection Report shall adequately identify any reasonably necessary repairs, improvements or replacements, which shall include, without limitation, any replacement of items near the end or beyond its applicable useful life, and the estimated costs of such repairs, improvements or replacements (collectively, the “Necessary Repairs”). The person or entity preparing the Third Party Inspection Report must be licensed to perform such inspections in the jurisdiction where the Property is located, and may not be, or have ever been, owned or controlled by Buyer or an affiliate of Buyer or otherwise not at arm’s length from Buyer. Buyer will provide a copy of the Third Party Inspection Report to Seller prior to the expiration of the Due Diligence Period. If any Necessary Repairs are identified in the Third Party Inspection Report and subject to the limitations set forth below, Seller shall have the right to terminate this Agreement by written notice to the Sellers in the event the Purchasers, in the Purchasers’ sole discretion, are not satisfied with the Assets for any reason (or no reason), which reason (or no reason) need not be specified in such notice, provided that such notice is delivered to the Sellers and their counsel at the email addresses set forth in Exhibit 1.8, on or prior to 5:00 p.m. (Pacific Time) on the Hard Date. Each Seller acknowledges and agrees that the Purchasers have no obligation to give the Sellers prior notice, or to negotiate in good faith with the Sellers regarding modifying the terms of this Agreement or the transactions contemplated hereby, before the Purchasers deliver the notice of termination contemplated by the immediately preceding sentence to the email address listed in Section 1.8 of the Disclosure Letter. If such notice of termination is so delivered (i) on or before 5:00 p.m. (Pacific Time) on February 27, 2012 (make the “Commitment Date”), then Necessary Repairs after Closing and the Purchasers shall be entitled to a refund estimated cost of the Deposit minus an amount of Three Hundred Thousand Dollars ($300,000), which Three Hundred Thousand Dollars ($300,000) shall be paid to the Sellers, (ii) after 5:00 p.m. (Pacific Time) on the Commitment Date but on or before 5:00 p.m. (Pacific Time) on the Hard Date, then the Purchasers shall be entitled to a refund of the Deposit minus an amount of Six Hundred Thousand Dollars ($600,000), which Six Hundred Thousand Dollars ($600,000) shall be paid to the Sellers or (iii) after 5:00 p.m. (Pacific Time) on the Hard Date, then the Purchasers shall not be entitled to a refund of the Deposit. If the Purchasers do not terminate this Agreement Necessary Repairs as set forth in the Third Party Inspection Report shall be held in escrow by the Escrow Holder until such Necessary Repairs are completed as described in Section 7(d)(1) below, or (ii) reduce the Purchase Price by the estimated cost of the repairs, improvements or replacements set forth in the Third Party Inspection Report. Normal wear and tear shall not constitute grounds for a reduction in the Purchase Price. If the cost to make the repairs, improvements and/or replacements identified in the Third Party Inspection Report exceeds $60,000.00 in the aggregate, and Seller does not agree to make the Necessary Repairs after Closing and/or reduce the Purchase Price by the identified cost of such repairs, improvements and replacements as set forth in the Third Party Inspection Report, then Seller and Purchaser shall endeavor to agree upon on the extent of such Necessary Repairs and the obligations of Seller to make such Necessary Repairs after Closing and/or the amount that the Purchase Price will be reduced as a result thereof, which agreement shall be evidenced by a separate written instrument signed by both parties within five (5) days after Seller’s receipt of the Third Party Inspection Report (the “Necessary Repair Agreement Deadline”). If Seller and Purchaser fail to enter into such separate written agreement on or before the Necessary Repair Agreement Deadline, Seller shall have the right, upon written notice (the “Necessary Repair Notice”) delivered to Buyer within three (3) days after the expiration of the Necessary Repair Agreement Deadline, to exclude up to three (3) properties identified in the Third Party Inspection Report from the Property being acquired in accordance with this Agreement (the “Necessary Repair Properties”), in which event the description of the properties that comprise the Property will be deemed modified to exclude the Necessary Repair Properties, and the Purchase Price will be reduced by the product of the number of homes that comprise the Necessary Repair Properties and the value assigned to each home as mutually agreed by Buyer and Seller. If Seller timely delivers the Necessary Repair Notice to Buyer, Buyer may, upon written notice to Seller, which shall be delivered by the later to occur of (1) five (5) business days after Buyer’s receipt of the Necessary Repair Notice and (2) the end of the Due Diligence Period (the “Buyer Repair Notice Deadline”), elect to (i) close the transaction as contemplated with a reduction of the Purchase Price in an amount equal to the lesser of (A) the estimated cost of the repairs, improvements or replacements set forth in the Third Party Inspection Report less the amount of such costs attributed to the Necessary Repair Properties or (B) $60,000.00 less an amount equal to $1,500.00 multiplied by the number of Necessary Repair Properties, or (ii) terminate this Agreement. If Buyer fails to deliver such notice by the Buyer Repair Notice Deadline, Buyer shall be deemed to have elected (i) above. If Buyer terminates this Agreement in accordance with this Section 1.8 or as otherwise provided herein7(d), then this Agreement will have no further force or effect, the parties will have no further obligations to each other (except for any indemnities or other provisions that expressly survive termination of this Agreement) and Escrow Holder shall refund the Deposit to Buyer. If Seller fails to timely deliver the Necessary Repair Notice to Buyer, the Purchase Price shall be reduced by the estimated cost of the repairs, improvements or replacements set forth in the Third Party Inspection Report. The reductions to the Purchase Price contemplated in this Section 7(d) are in addition to those contemplated in Section 5(c) of this Agreement. (1) If Seller elects to make the repairs contemplated in Section 7(d) above, a Purchase Price Escrow Repair Holdback amount of the estimated cost of those Necessary Repairs as set forth in the Third Party Inspection Report (the “Purchase Price Escrow Repair Holdback”) shall be withheld by the Escrow Holder until such time as Seller has completed all Necessary Repairs to Buyer’s reasonable satisfaction. Such Necessary Repairs shall be completed by Seller, at Seller’s sole cost and expense, not later than ninety (90) days after Closing (the “Holdback Repair Period”). Seller shall provide to Buyer invoices and related back-up documentation reasonably acceptable to Buyer pertaining to all Necessary Repairs, as well as photographs reasonably acceptable to Buyer depicting each and every item to be repaired before such repair has begun and after such repair has been completed. Purchase Price Holdback funds shall remain held by the Escrow Holder until all Necessary Repairs are completed to Buyer’s reasonable satisfaction. Upon the end of the Holdback Repair Period or sooner upon Buyer’s election, Buyer shall review the status of the Necessary Repairs and, if any repairs have been completed to Buyer’s reasonable satisfaction, Buyer shall at that time instruct the Escrow Holder to release funds pertaining to such completed repairs described in full force and effectthe Third Party Inspection Report. If after Buyer’s review of the Necessary Repairs Buyer determines that all of the Necessary Repairs have been completed during the Holdback Repair Period, any Purchase Price Escrow Repair Holdback funds remaining in Escrow Holder’s custody shall be released to Seller.

Due Diligence Period. The Parties hereby acknowledge that, as 3.1 Purchaser intends to continue its physical inspection of the Effective Date, Properties and the Purchasers have not yet had an opportunity Assets for a period of up to complete their Due Diligence Investigation and fully review and evaluate all aspects six (6) weeks after the execution of this transaction and the condition and suitability of the Assets. Accordingly, for the period Agreement (the “"Due Diligence Period”) beginning on "). Purchaser shall use commercially reasonable efforts to complete such inspection and due diligence as promptly as practicable. Seller shall assist Purchaser with such inspection and shall provide Purchaser with all documentation referenced in those certain due diligence letters dated September 12, 1996 and September 13, 1996 for each of the Effective Date Properties and continuing until 5:00 p.m. (Pacific Time) on April 15, 2012 (as such date may be accelerated pursuant to Section 1.9, the “Hard Date”), and notwithstanding any other provision of this Agreement Assets to the contrary, extent in its or its counsel's possession. Seller has the Purchasers right to cure any deficiency with respect to any of the Properties or Assets within thirty (30) days after the expiration of the Due Diligence Period (the "Cure Period"). Purchaser shall have the right to terminate this Agreement or elect not to purchase a Property or Properties if, in Purchaser's reasonable discretion, notwithstanding any information contained in the Disclosure Schedule attached hereto under Sections 17.1(ae) or 17.1(af)), Purchaser's due diligence with respect to any matter addressed in any of the representations and warranties set forth in Section 17.1 hereof, or Title Defects under Article 7 hereof (limited to the remedies set forth in Article 7) proves to be unsatisfactory in any material respect; provided, however, that subject to the provisions of Articles 9, 10 and 12 hereof, Purchaser may only exercise such right by giving Seller written notice of such termination on or before the last day of the Due Diligence Period or at the expiration of the Cure Period, as applicable. 3.2 If Purchaser exercises its right to terminate this Agreement pursuant to this Article, Purchaser shall be entitled to, at its option, (1) the Sellers return of all monies paid, if any, on account of the Purchase Price (including moneys placed in escrow as provided herein), in the event no Properties are purchased hereunder, and upon receipt of any such monies, this Agreement shall be deemed to be canceled and neither party shall have any further claim, agreement, or obligation to the Purchasersother party or (2) a reduction in the Purchase Price, in the Purchasers’ sole discretionevent less than all of the Properties are purchased hereunder, are not satisfied with based on the Assets amount allocated on Schedule 2.2 hereto for any reason (or of the Properties that Purchaser has rightfully elected not to purchase. 3.3 Within seven days of receipt of the documents listed on Schedule 17.1(am) hereto, as provided in Section 17.1(am) hereto, Purchaser shall prepare and deliver to Seller a copy of Schedule 1.1(d) hereto. In the event no reason), which reason (or no reasonsuch Schedule 1.1(d) need not be specified in such notice, provided that such notice is delivered to the Sellers and their counsel at the email addresses set forth in Exhibit 1.8Seller as provided herein, on or prior to 5:00 p.m. (Pacific Time) on the Hard Date. Each Seller acknowledges and agrees that the Purchasers have no obligation to give the Sellers prior notice, or to negotiate in good faith with the Sellers regarding modifying the terms of this Agreement or the transactions contemplated hereby, before the Purchasers deliver the notice of termination contemplated by the immediately preceding sentence to the email address listed in Section 1.8 of the Disclosure Letter. If such notice of termination is so delivered (i) on or before 5:00 p.m. (Pacific Time) on February 27, 2012 (the “Commitment Date”), then the Purchasers shall be entitled to a refund of the Deposit minus an amount of Three Hundred Thousand Dollars ($300,000), which Three Hundred Thousand Dollars ($300,000Schedule 1.1(d) shall be paid deemed to the Sellers, (ii) after 5:00 p.m. (Pacific Time) on the Commitment Date but on or before 5:00 p.m. (Pacific Time) on the Hard Date, then the Purchasers shall be entitled to a refund read "none." 3.4 Within seven days of receipt of the Deposit minus an amount documents listed on Schedule 17.1(t) hereto, as provided in Section 17.1(t) hereto, Purchaser shall prepare and deliver to Seller a copy of Six Hundred Thousand Dollars ($600,000), which Six Hundred Thousand Dollars ($600,000Schedule 1.1(e) shall be paid to hereto. In the Sellers or (iii) after 5:00 p.m. (Pacific Time) on the Hard Date, then the Purchasers shall not be entitled to a refund of the Deposit. If the Purchasers do not terminate this Agreement as set forth in this Section 1.8 or as otherwise provided herein, then this Agreement shall remain in full force and effect.event no such Schedule

Due Diligence Period. The Parties hereby acknowledge thatDuring the Due Diligence Period and prior to the Closing, as Seller shall afford Buyer and its Agents reasonable access to the Property for the purposes of satisfying Buyer with respect to satisfaction of the Effective DateConditions Precedent as defined in Section 6.1. Buyer and its Agents may commence due diligence investigations on the Property on or after the date this Agreement is effective. Prior to any entry by Buyer or its agents onto the Property before, during, and after the Purchasers have not yet had an opportunity to complete their Due Diligence Investigation and fully review and evaluate all aspects of this transaction and the condition and suitability of the Assets. Accordingly, for the period (the “Due Diligence Period”, Buyer shall give Seller reasonable advance written notice of its desire to enter the Property and receive Seller’s permission to do so. Seller’s permission to enter the Property shall not be unreasonably withheld, but may be conditioned. Prior to conducting any testing on the Property, Buyer shall provide Seller notice of its desire to do so and shall receive approval through a separate agreement with Seller addressing the terms and conditions of such testing. At all times, Buyer shall conduct such entry and any inspections in connection therewith so as to minimize, to the extent possible, interference with uses being made of the Property and otherwise in a manner and on terms and conditions acceptable to Seller. (a) beginning on If the Buyer is the landowners of 00000 Xxxxxxxx Xxxxx, the period for completion of all due diligence investigations shall expire 14 days from the Effective Date and continuing until 5:00 p.m. of this Agreement, unless extended by both parties in writing (Pacific Timethe "Due Diligence Period"). (b) If the Buyer is the landowner of 00000 Xxxxxxxx Xxxxx, the period for completion of all due diligence investigations shall expire 14 days after all improvements on April 15, 2012 (the Property have been or could have been removed as such date may be accelerated noticed by Seller pursuant to Section 1.9, the “Hard Date”), and notwithstanding any other provision of this Agreement to the contrary, the Purchasers shall have the right to terminate this Agreement by written notice to the Sellers in the event the Purchasers, in the Purchasers’ sole discretion, are not satisfied with the Assets for any reason (or no reason), which reason (or no reason) need not be specified in such notice, provided that such notice is delivered to the Sellers and their counsel at the email addresses set forth in Exhibit 1.8, on or prior to 5:00 p.m. (Pacific Time) on the Hard Date. Each Seller acknowledges and agrees that the Purchasers have no obligation to give the Sellers prior notice, or to negotiate in good faith with the Sellers regarding modifying the terms of this Agreement or the transactions contemplated hereby, before the Purchasers deliver the notice of termination contemplated by the immediately preceding sentence to the email address listed in Section 1.8 Seller’s revocation of the Disclosure Letter. If such notice of termination is so delivered (i) on or before 5:00 p.m. (Pacific Time) on February 27, 2012 License Agreement; unless extended by both parties in writing (the “Commitment Date”"Due Diligence Period"), then the Purchasers shall be entitled to a refund of the Deposit minus an amount of Three Hundred Thousand Dollars ($300,000), which Three Hundred Thousand Dollars ($300,000) shall be paid to the Sellers, (ii) after 5:00 p.m. (Pacific Time) on the Commitment Date but on or before 5:00 p.m. (Pacific Time) on the Hard Date, then the Purchasers shall be entitled to a refund of the Deposit minus an amount of Six Hundred Thousand Dollars ($600,000), which Six Hundred Thousand Dollars ($600,000) shall be paid to the Sellers or (iii) after 5:00 p.m. (Pacific Time) on the Hard Date, then the Purchasers shall not be entitled to a refund of the Deposit. If the Purchasers do not terminate this Agreement as set forth in this Section 1.8 or as otherwise provided herein, then this Agreement shall remain in full force and effect.

Due Diligence Period. The Parties hereby acknowledge that, as of (a) Buyer will have a period commencing on the Effective Date, Date and ending at 6:00 PM Pacific Time on the Purchasers have not yet had an opportunity to complete their Due Diligence Investigation and fully review and evaluate date that is 30 days after Buyer has received all aspects of this transaction and the condition and suitability of the Assets. Accordingly, for the period Property Information set forth in Schedule 6(a)(3) (the “Due Diligence Period”) beginning on to examine, inspect, and investigate the Property and, in Buyer’s sole judgment and discretion, to determine whether Buyer desires to purchase the Property. Buyer agrees to submit a notice to Seller confirming Buyer has received all Property Information once received and the date of the notice will become the Effective Date and continuing until 5:00 p.m. Date. (Pacific Timeb) Buyer may terminate this Agreement for any or no reason by giving written notice of such termination to Seller on April 15, 2012 (as such date may be accelerated or before the last day of the Due Diligence Period. If this Agreement is terminated pursuant to this Section 1.97, the “Hard Date”)Deposit shall be immediately refunded to Buyer, and notwithstanding neither party shall have any further liability or obligation to the other under this Agreement except for the indemnity provisions set forth in Section 7(c) of this Agreement and any other provision of this Agreement that is expressly intended to survive the termination of this Agreement. In the event this Agreement is terminated escrow is required to return Buyer’s Deposit immediately and Seller agrees and will not cause escrow to delay the return of the Deposit to Buyer for any reason. If Buyer does not elect to exercise its right to terminate this Agreement during the Due Diligence Period, then Buyer shall notify Seller of Buyer’s intention to acquire the Property before the expiration of the Due Diligence Period. If Buyer does not, before the expiration of the Due Diligence Period, either affirmatively notify Seller of its desire to acquire the Property or send a termination notice to Seller, then Buyer will be deemed to have elected to terminate this Agreement. If Buyer elects to proceed to purchase the Property, and this Agreement is not terminated or deemed terminated before the expiration of the Due Diligence Period, then the Deposit shall be non-refundable except in the event of a default hereunder by Seller. (c) Subject to the contraryrights of tenants under the Leases, Seller will provide to Buyer reasonable access to the Property for the purpose of examining any or all aspects thereof, including conducting on a non-destructive basis, surveys, architectural, engineering, non-invasive geo-technical and environmental inspections and tests, and any other inspections, studies, or tests reasonably required by Buyer. Buyer shall give Seller reasonable notice by telephone or e-mail before entering onto any of the properties that comprise the Property to perform inspections or tests, and in the case of tests (i) Buyer shall specify to Seller the precise nature of the test to be performed, and (ii) Seller may require, as a condition precedent to Buyer’s right to perform any such test, that Buyer deliver Seller evidence of public liability and other appropriate insurance naming Seller as an additional insured thereunder. Such examination of the physical condition of the Property, including the Third Party Inspection Report (defined in Section 7(d) below) may include an examination for the presence or absence of hazardous or toxic materials, substances or wastes, which shall be performed or arranged by Buyer at Buyer’s sole expense. Buyer shall keep the Property free and clear of any liens and will indemnify, protect, defend, and hold each Seller Related Party (defined below) harmless from and against all losses, costs, damages, claims, liabilities and expenses (including reasonable attorneys’ fees and court costs) (collectively, “Losses”) arising from damage to the Property and injury to persons asserted against or incurred by any Seller Related Party as a result of such entry by Buyer, its agents, employees or representatives (except that Buyer shall have no liability or indemnity obligation for any diminution in the value of the Property as a result of any unfavorable analysis, test, study, opinion or recommendation made to or for or reach by Buyer). If any inspection or test disturbs the Property and Buyer does not acquire the Property, Buyer will restore the Property to substantially the same condition as existed prior to any such inspection or test. Buyer and its agents, employees, and representatives may, upon not less than 24 hours prior telephonic notice to Seller, examine and make copies of all books and records and other materials relating to the condition of the Property in Seller’s possession at the office where such records are maintained. Any information provided to or obtained by Buyer with respect to the Property shall be subject to the provisions of Section 22(p) of this Agreement. The obligations of Buyer under this Section shall survive the termination of the Agreement. (d) Buyer may retain a contractor or home inspector to prepare a report or reports describing the physical condition of the Property (collectively, the Purchasers “Third Party Inspection Report”), which Third Party Inspection Report shall adequately identify any necessary repairs or improvements and the estimated costs of such repairs or improvements (collectively, the “Necessary Repairs”). The person or entity preparing the Third Party Inspection Report must be licensed to perform such inspections in the jurisdiction where the Property is located, and may not be, or have ever been, owned or controlled by Buyer or an affiliate of Buyer or otherwise not at arm’s length from Buyer. Buyer will provide a copy of the Third Party Inspection Report to Seller prior to the expiration of the Due Diligence Period. If any Necessary Repairs are identified in the Third Party Inspection Report and subject to the limitations set forth below, Seller shall have the right to terminate this Agreement by written notice to the Sellers in the event the Purchasers, in the Purchasers’ sole discretion, are not satisfied with the Assets for any reason (or no reason), which reason (or no reason) need not be specified in such notice, provided that such notice is delivered to the Sellers and their counsel at the email addresses set forth in Exhibit 1.8, on or prior to 5:00 p.m. (Pacific Time) on the Hard Date. Each Seller acknowledges and agrees that the Purchasers have no obligation to give the Sellers prior notice, or to negotiate in good faith with the Sellers regarding modifying the terms of this Agreement or the transactions contemplated hereby, before the Purchasers deliver the notice of termination contemplated by the immediately preceding sentence to the email address listed in Section 1.8 of the Disclosure Letter. If such notice of termination is so delivered (i) on or before 5:00 p.m. (Pacific Time) on February 27, 2012 (make the “Commitment Date”), then Necessary Repairs after Closing and the Purchasers shall be entitled to a refund estimated cost of the Deposit minus an amount of Three Hundred Thousand Dollars ($300,000), which Three Hundred Thousand Dollars ($300,000) shall be paid to the Sellers, (ii) after 5:00 p.m. (Pacific Time) on the Commitment Date but on or before 5:00 p.m. (Pacific Time) on the Hard Date, then the Purchasers shall be entitled to a refund of the Deposit minus an amount of Six Hundred Thousand Dollars ($600,000), which Six Hundred Thousand Dollars ($600,000) shall be paid to the Sellers or (iii) after 5:00 p.m. (Pacific Time) on the Hard Date, then the Purchasers shall not be entitled to a refund of the Deposit. If the Purchasers do not terminate this Agreement Necessary Repairs as set forth in the Third Party Inspection Report shall be held in escrow by the Escrow Holder until such Necessary Repairs are completed by Seller within forty-five (45) days or (ii) reduce the Purchase Price by the estimated cost of the repairs or replacements set forth in the Third Party Inspection Report. In the event Seller elects to reduce the Purchase Price, Seller and Buyer agree that the Purchase Price will not be reduced by an amount greater than ten percent (10%) of the Purchase Price without Seller’s written agreement. Normal wear and tear shall not constitute grounds for a reduction in the Purchase Price. If the cost to make the repairs and replacements identified in the Third Party Inspection Report exceeds ten percent (10%) of the Purchase Price, and Seller does not agree to reduce the Purchase Price by the identified cost of such repairs and replacements as set forth in the Third Party Inspection Report, then Buyer may, upon written notice to Seller and prior to the end of the Due Diligence Period, elect to (i) close the transaction as contemplated with a ten percent (10%) reduction of the Purchase Price or (ii) terminate this Agreement. If Buyer terminates this Agreement in accordance with this Section 1.8 or as otherwise provided herein7(d), then this Agreement will have no further force or effect, the parties will have no further obligations to each other (except for any indemnities or other provisions that expressly survive termination of this Agreement) and Escrow Holder shall remain refund the Deposit to Buyer. The reductions to the Purchase Price contemplated in full force this Section 7(d) are in addition to those contemplated in Section 5(b) and effect5(c) of this Agreement. (e) Notwithstanding any provision to the contrary set forth herein, in addition to the rights set forth in Sections 5(c), 5(b) and 7(d), at any time during the Due Diligence Period, Buyer may in its sole discretion, elect to designate specified properties from the properties identified on Exhibit A as Excluded Properties as defined in Section 5(c). In the event of such an election, Buyer shall deliver to Seller a notice stating which properties it has designated as Excluded Properties no later than two (2) days prior to the Closing Date (the “Notice to Seller”). Upon delivery of the Notice to Seller, the designated properties described in the Notice to Seller shall be Excluded Properties, and the terms of Section 5(c) shall apply with respect thereto.

Due Diligence Period. The Parties hereby acknowledge thatOverstock shall have ninety (90) days following the Execution Date (as such period may be extended pursuant to Paragraph 3(a)(iii) below, as of the Effective Date, the Purchasers have not yet had an opportunity to complete their Due Diligence Investigation and fully review and evaluate all aspects of this transaction and the condition and suitability of the Assets. Accordingly, for the period (the “Due Diligence Period”) beginning on ), to conduct such tests, studies, and examinations of the Effective Date Property and continuing until 5:00 p.m. (Pacific Time) on April 15its physical, 2012 legal and/or economic characteristics as Overstock deems advisable; to review the matters disclosed by any survey of the Property; to obtain and review the Survey, Property Information, documents, and other information received from Arbor Xxxxxxx pursuant to this Agreement, including all Existing Environmental Conditions and Requirements (as defined below); to investigate Applicable Laws (defined below); to obtain such date may be accelerated pursuant permits and approvals necessary for Overstock’ intended use(s) of the Property; and otherwise to Section 1.9, satisfy itself that the “Hard Date”), and notwithstanding any other provision of this Agreement to the contrary, the Purchasers shall have the right to terminate this Agreement by written notice to the Sellers Property is satisfactory in the event the Purchasersall respects, in the PurchasersOverstock’ sole discretion, are not satisfied with the Assets for any reason (or no reason), which reason (or no reason) need not be specified in such notice, Overstock’ intended purposes and provided that such notice is delivered to the Sellers and their counsel at the email addresses set forth in Exhibit 1.8, on or prior to 5:00 p.m. (Pacific Time) on the Hard Date. Each Seller acknowledges and agrees that the Purchasers have no obligation to give the Sellers prior notice, or to negotiate in good faith with the Sellers regarding modifying the terms of this Agreement or the transactions contemplated hereby, before the Purchasers deliver the notice of termination contemplated by the immediately preceding sentence to the email address listed in Section 1.8 of the Disclosure Letter. If such notice of termination is so delivered that: (i) on or before 5:00 p.m. Unless Overstock delivers written notice (Pacific Time“Approval Notice”) on February 27to Arbor Xxxxxxx, 2012 (prior to the “Commitment Date”), then the Purchasers shall be entitled to a refund expiration of the Deposit minus an amount of Three Hundred Thousand Dollars ($300,000)Due Diligence Period, which Three Hundred Thousand Dollars ($300,000) shall be paid that Overstock intends to proceed to closing and consummate purchase the Sellers, (ii) after 5:00 p.m. (Pacific Time) on the Commitment Date but on or before 5:00 p.m. (Pacific Time) on the Hard Date, then the Purchasers shall be entitled Property pursuant to a refund of the Deposit minus an amount of Six Hundred Thousand Dollars ($600,000), which Six Hundred Thousand Dollars ($600,000) shall be paid to the Sellers or (iii) after 5:00 p.m. (Pacific Time) on the Hard Date, then the Purchasers shall not be entitled to a refund of the Deposit. If the Purchasers do not terminate this Agreement as set forth in this Section 1.8 or as otherwise provided hereinAgreement, then this Agreement shall remain automatically terminate and the Xxxxxxx Money Deposit shall be disbursed and returned immediately to Overstock, in full force which event neither Arbor Xxxxxxx nor Overstock shall have any further obligation to each other under or by reason of this Agreement, except those obligations expressly provided herein to survive a termination of the Agreement. (ii) Upon the expiration of the Due Diligence Period and effectprovided Overstock has delivered an Approval Notice to Arbor Xxxxxxx, then the Xxxxxxx Money Deposit shall thereafter become non-refundable to Overstock and shall be disbursed by the Escrow Agent to Arbor Xxxxxxx in the event the Closing shall fail to occur. However, and notwithstanding the foregoing, in the event that the failure of the Closing is due materially and substantially to Arbor Xxxxxxx’x default or nonperformance of any of its obligations hereunder beyond all applicable notice and cure periods, or if such is due to a failure of any of the conditions precedent to the Closing set forth in Paragraph 16 below (other than a default by Overstock per subparagraph 16.2(a)), the Xxxxxxx Money Deposit shall refunded and disbursed to Overstock upon failure of the Closing as provided in subparagraph 17(c) hereof. (iii) In the event that Arbor Xxxxxxx fails to deliver any of the Property Information documents required to be delivered by Arbor Xxxxxxx pursuant to Paragraph 5 below within the five (5) day period set forth therein, then the Due Diligence Period shall be automatically extended by the same number of days by which Arbor Xxxxxxx is delinquent in delivering such required Property Information.

Due Diligence Period. The Parties hereby acknowledge that2.1. Notwithstanding anything to the contrary contained in this Agreement, as of Purchaser shall have until 6:00 p.m. (Eastern) on the date that is thirty (30) days following the Effective Date, the Purchasers have not yet had an opportunity Date (such period being referred to complete their Due Diligence Investigation and fully review and evaluate all aspects of this transaction and the condition and suitability of the Assets. Accordingly, for the period (herein as the “Due Diligence Period”) beginning on in which to conduct a due diligence review and investigation of the Effective Date Property, including, without limitation, environmental matters, engineering and continuing until 5:00 p.m. (Pacific Time) on April 15structural matters, 2012 title and survey matters, zoning and land/use matters, existence of and compliance with Permits, the owner’s insurance coverage and matters relating thereto and any Violations (as hereafter defined) then affecting the Property. Prior to the expiration of the Due Diligence Period, Purchaser shall deliver a notice to Seller (the “Purchaser’s Notice”) stating that either (a) Purchaser has determined to proceed with the transactions contemplated hereby, or (b) Purchaser has determined to terminate this Agreement. If the Purchaser’s Notice is delivered under clause (a) above before the expiration of the Due Diligence Period, then Purchaser shall be deemed to have waived any further right to terminate this Agreement in accordance with this Section 2.1 and this Agreement shall continue in full force and effect. If the Purchaser’s Notice is delivered under clause (b) above before the expiration of the Due Diligence Period, then the Deposit shall be refunded in its entirety to Purchaser, Seller shall pay to Purchaser an amount equal to all of Purchaser’s out-of-pocket costs incurred in regard to the Property, this Agreement and the preparation of Closing, which amount shall not exceed TWO HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS in the aggregate ($250,000.00) plus any and all costs incurred by Purchaser associated with interest rate lock in connection with the Refinance Loan (such date may be accelerated pursuant to Section 1.9amount in the aggregate, the “Hard DateBreakage Fee”), and notwithstanding any other provision of thereafter this Agreement shall terminate and no party hereto shall have any rights or obligations hereunder except for the Surviving Obligations, which shall survive such termination. Purchaser’s failure to deliver the contrary, Purchaser’s Notice before the Purchasers expiration of the Due Diligence Period shall be deemed delivery of the Purchaser’s Notice under clause (a) above on the last day of the Due Diligence Period. Purchaser shall have the right to terminate deliver (or to be deemed to have delivered) the Purchaser’s Notice under clause (a) or clause (b) above in its sole and absolute discretion for no reason or any reason whatsoever. 2.2. Seller shall cause to be delivered or make available to Purchaser, within two (2) days after the Effective Date (if not then previously delivered), the following documents with respect to the Property, to the extent within the possession or control of Seller or its agents (the “Due Diligence Documents”) for the Purchaser’s analysis and copying in connection with the Purchaser’s due diligence review of the Property: (a) soil tests, engineering reports, environmental reports and architectural, development or other plans. (b) any and all statements of income and operating expenses for the Property for the calendar years 2021 through 2023, and inclusive and year-to-date for 2024. (c) the initial Rent Roll with a delinquency status report. (d) the occupancy history of the Property for the calendar years 2021 through 2023, and inclusive and year-to-date for 2024. (e) copies of any and all leases, subleases and other occupancy agreements, currently in effect with respect to the Real Estate (including all amendments and modifications thereto and any side letters, option exercise letters, guaranties, and other documents, certificates or instruments affecting or otherwise modifying the terms thereof), including, without limitation, the Leases. (f) any and all information and notices pertaining to any past, pending or threatened litigation, violations or environmental matters involving any portion of the Property. (g) copies of any and all Contracts, including, without limitation, all service and maintenance contracts, employment agreements, collective bargaining agreements, equipment leases, utility agreements, management agreements, parking agreements, operating agreements, leasing commission agreements, warranties, ground leases (if any), existing property management agreements, asset management agreements, and other agreements relating to, or affecting any portion of, the Property. (h) an inventory of all Personal Property. (i) copies of all utility bills (or log-in information with respect thereto) for the calendar year 2023, and inclusive and year-to-date for 2024. (j) copies of the current real estate tax bill and of any and all real estate tax bills and notices of assessment for the three (3) tax years preceding the Effective Date, including, without limitation, the tax appeal status of the Property. (k) copies of any and all insurance bills, certificates, and policies, together with insurance loss runs for 2021 through 2023 and year to date for 2024. (l) a copy of all title documentation and related insurance policies (including S2 TIC Subsidiaries current title insurance policy) and all surveys and as-built plans and specifications for all and/or any part of the Property. (m) a copy of the certificates of occupancy (or local equivalent) required for the use and occupancy of the Improvements and all other Permits pertaining thereto. (n) evidence of compliance with zoning, local restrictions and building permits for all portions of the Property. (o) copies of materials related to any governmental programs to which the Property or the Seller is subject. (p) copies of all tax returns for the last three (3) years with respect to the Property. (q) copies of all warranties for the Property, including, without limitation, the existing termite inspection for the Property, together with any existing termite warranty or bond. (r) copies of all fire safety inspection reports and chimney inspection reports with respect to the Property. (s) duly executed incumbency certificates confirming the organizational documents of S2 REIT, S2 Subsidiary, and S2 TIC Subsidiaries, together with duly executed resolutions for each of the aforesaid entities by all requisite parties authorizing the transaction contemplated by this Agreement. 2.3. In addition to the foregoing, Seller shall deliver copies of or make available to Purchaser for examination and copying at a mutually convenient location and/or via an online data portal, any and all information with respect to the Seller, S2 TIC Subsidiaries, Property Sub, and the Property in the Seller’s possession or control or in its management agent’s possession or control, including, without limitation, the standard lease form(s), tenant leases and records, tenant correspondence files, maintenance files, rent rolls and any and all books and records relating to the membership and operation of the Property. Seller shall also provide Purchaser with sufficient evidence, as reasonably determined by Purchaser, to demonstrate Seller’s authority to enter into this Agreement by and perform its obligations hereunder. 2.4. Purchaser may inspect, test, or survey the Property, upon 24 hours prior written notice to the Sellers in Seller, at any reasonable time during business hours during the event the PurchasersDue Diligence Period and, in the Purchasers’ sole discretion, are not satisfied with the Assets for any reason (or no reason), which reason (or no reason) need not be specified in such notice, provided that such notice is delivered to the Sellers and their counsel at the email addresses set forth in Exhibit 1.8, on or prior to 5:00 p.m. (Pacific Time) on the Hard Date. Each Seller acknowledges and agrees that the Purchasers have no obligation to give the Sellers prior notice, or to negotiate in good faith with the Sellers regarding modifying the terms of this Agreement or the transactions contemplated hereby, before the Purchasers deliver the notice of termination contemplated by the immediately preceding sentence to the email address listed in Section 1.8 of the Disclosure Letter. If such notice of termination is so delivered (i) on or before 5:00 p.m. (Pacific Time) on February 27, 2012 (the “Commitment Date”), then the Purchasers shall be entitled to a refund of the Deposit minus an amount of Three Hundred Thousand Dollars ($300,000), which Three Hundred Thousand Dollars ($300,000) shall be paid to the Sellers, (ii) after 5:00 p.m. (Pacific Time) on the Commitment Date but on or before 5:00 p.m. (Pacific Time) on the Hard Date, then the Purchasers shall be entitled to a refund of the Deposit minus an amount of Six Hundred Thousand Dollars ($600,000), which Six Hundred Thousand Dollars ($600,000) shall be paid to the Sellers or (iii) after 5:00 p.m. (Pacific Time) on the Hard Date, then the Purchasers shall not be entitled to a refund of the Deposit. If the Purchasers do if Purchaser does not terminate this Agreement in accordance with Section 2.1, at any reasonable time during business hours through the Closing Date. In furtherance of the foregoing, Purchaser shall have the right to review all of the materials provided by Seller under Section 2.2 and Section 2.3 of this Agreement, and to conduct such due diligence as set forth is deemed necessary or appropriate by Purchaser in connection with the transactions contemplated by this Section 1.8 Agreement, including, without limitation, non-invasive environmental testing and engineering surveys of the Real Estate (provided however, for the avoidance of doubt, Purchaser shall be permitted to conduct any testing or sampling required for a Phase I environmental site assessment or testing for radon, lead based paint or asbestos), interviews with the lessees under the Leases, and such other due diligence as otherwise is customarily conducted by purchasers of real property. If Purchaser alters the Property in any manner, Purchaser shall restore the Property to substantially its condition existing immediately prior to such Purchaser’s inspection thereof, and Purchaser shall be liable for all damage or injury to any person or property resulting from, relating to or arising out of any inspection, whether occasioned by the acts of Purchaser or any of its employees, agents, representatives or contractors entering onto or conducting inspections or testing at the Property (except to the extent such liability for damage or injury to person or property arises from or pertains to the negligence or willful misconduct of Seller or any of its employees, agents, representatives or contractors), and Purchaser shall indemnify and hold harmless Seller, S2 TIC Subsidiaries and their agents, employees, officers, directors, affiliates and asset managers from any liability resulting therefrom (provided hereinthat such indemnification shall not apply to liability which may result from the mere discovery of hazardous materials or other existing conditions at the Property). This indemnification by Purchaser shall survive the Closing or earlier termination of this Agreement, then this Agreement shall remain as applicable, for a period of one (1) year. 2.5. Upon written request, prior to any physical entry onto the Property, Purchaser will deliver to Seller evidence reasonably satisfactory to Seller that Purchaser has obtained commercial general liability insurance naming Seller as additional insured with respect to the Property in full force and effectan amount of not less than $1,000,000 per occurrence with excess umbrella liability of at least $2,000,000.

Due Diligence Period. The Parties hereby acknowledge thatBuyer shall notify Seller on or before 5:00 p.m. Eastern Time on April 10, as of the Effective Date, the Purchasers have not yet had an opportunity to complete their Due Diligence Investigation and fully review and evaluate all aspects of this transaction and the condition and suitability of the Assets. Accordingly, for the period 2018 (the “Due Diligence PeriodExpiration Date”) beginning on whether or not Buyer elects to proceed with the Effective transaction described herein. If Buyer timely notifies Seller that it elects not to proceed with the transaction described herein prior to the Due Diligence Expiration Date, the Escrow Agent shall return the Initial Deposit to Buyer, and this Agreement shall be null and void without recourse to either party hereto and, except as expressly set forth herein, neither party shall have any further liability or obligation to the other hereunder. If Buyer does not timely notify Seller that it elects not to proceed with the transaction described herein prior to the Due Diligence Expiration Date, Buyer shall be deemed to have waived such election and instead elected to proceed with the transaction described herein, and in such event Buyer shall deliver the Additional Deposit to Escrow Agent within one (1) Business Day after the Due Diligence Expiration Date and continuing until 5:00 p.m. (Pacific Time) on April 15, 2012 (as such date may be accelerated pursuant to Section 1.9, the “Hard Date”), and notwithstanding any other provision of this Agreement to the contrary, the Purchasers shall have the right to terminate this Agreement by written notice to the Sellers in the event the Purchasers, in the Purchasers’ sole discretion, are not satisfied with the Assets for any reason (or no reason), which reason (or no reason) need not be specified in such notice, provided that such notice is delivered to the Sellers and their counsel at the email addresses set forth in Exhibit 1.8, on or prior to 5:00 p.m. (Pacific Time) on the Hard Date. Each Seller acknowledges and agrees that the Purchasers have no obligation to give the Sellers prior notice, or to negotiate in good faith with the Sellers regarding modifying the terms of this Agreement or the transactions contemplated hereby, before the Purchasers deliver the notice of termination contemplated by the immediately preceding sentence to the email address listed in Section 1.8 of the Disclosure Letter. If such notice of termination is so delivered (i) on or before 5:00 p.m. (Pacific Time) on February 27, 2012 (the “Commitment Date”), then the Purchasers entire Deposit shall be entitled to a refund of the Deposit minus an amount of Three Hundred Thousand Dollars ($300,000), which Three Hundred Thousand Dollars ($300,000) shall be paid to the Sellers, (ii) after 5:00 p.m. (Pacific Time) on the Commitment Date but on or before 5:00 p.m. (Pacific Time) on the Hard Date, then the Purchasers shall be entitled to a refund of the Deposit minus an amount of Six Hundred Thousand Dollars ($600,000), which Six Hundred Thousand Dollars ($600,000) shall be paid to the Sellers or (iii) after 5:00 p.m. (Pacific Time) on the Hard Date, then the Purchasers shall not be entitled to a refund of the Deposit. If the Purchasers do not terminate this Agreement non-refundable except as otherwise expressly set forth in this Section 1.8 or as otherwise provided hereinAgreement, and if Buyer fails to do so, then this Agreement shall remain thereupon terminate, in full force and effectwhich event the Initial Deposit shall be paid to Seller as liquidated damages and, except as expressly set forth herein, neither party shall have any further liability or obligation to the other hereunder.

Due Diligence Period. The Parties hereby acknowledge that, as of (a) Buyer will have a period commencing on the Effective Date, Date and ending at 6:00 PM Pacific Time on the Purchasers have not yet had an opportunity to complete their Due Diligence Investigation and fully review and evaluate date that is 30 days after Buyer has received all aspects of this transaction and the condition and suitability of the Assets. Accordingly, for the period Property Information set forth in Schedule 6(a)(3) (the “Due Diligence Period”) beginning on to examine, inspect, and investigate the Property and, in Buyer’s sole judgment and discretion, to determine whether Buyer desires to purchase the Property. If Buyer is acting diligently and in good faith to proceed with the consummation of the transaction contemplated by this Agreement, Seller will agree, upon the written request of Buyer, to extend the Due Diligence Period up to fourteen (14) days. Buyer agrees to submit a notice to Seller confirming Buyer has received all Property Information once received and the date of the notice will become the Effective Date and continuing until 5:00 p.m. Date. (Pacific Timeb) Buyer may terminate this Agreement for any or no reason by giving written notice of such termination to Seller on April 15, 2012 (as such date may be accelerated or before the last day of the Due Diligence Period. If this Agreement is terminated pursuant to this Section 1.97, the “Hard Date”)Deposit shall be immediately refunded to Buyer, and notwithstanding neither party shall have any further liability or obligation to the other under this Agreement except for the indemnity provisions set forth in Section 7(c) of this Agreement and any other provision of this Agreement that is expressly intended to survive the termination of this Agreement. In the event this Agreement is terminated escrow is required to return Buyer’s Deposit immediately and Seller agrees and will not cause escrow to delay the return of the Deposit to Buyer for any reason. If Buyer does not elect to exercise its right to terminate this Agreement during the Due Diligence Period, then Buyer shall notify Seller of Buyer’s intention to acquire the Property before the expiration of the Due Diligence Period. If Buyer does not, before the expiration of the Due Diligence Period, either affirmatively notify Seller of its desire to acquire the Property or send a termination notice to Seller, then Buyer will be deemed to have elected to terminate this Agreement. If Buyer elects to proceed to purchase the Property, and this Agreement is not terminated or deemed terminated before the expiration of the Due Diligence Period, then the Deposit shall be non-refundable except in the event of a default hereunder by Seller. (c) Subject to the contraryrights of tenants under the Leases, Seller will provide to Buyer reasonable access to the Property for the purpose of examining any or all aspects thereof, including conducting on a non-destructive basis, surveys, architectural, engineering, non-invasive geo-technical and environmental inspections and tests, and any other inspections, studies, or tests reasonably required by Buyer. Buyer shall give Seller reasonable notice by telephone or e-mail before entering onto any of the properties that comprise the Property to perform inspections or tests, and in the case of tests (i) Buyer shall specify to Seller the precise nature of the test to be performed, and (ii) Seller may require, as a condition precedent to Buyer’s right to perform any such test, that Buyer deliver Seller evidence of public liability and other appropriate insurance naming Seller as an additional insured thereunder. Such examination of the physical condition of the Property, including the Third Party Inspection Report (defined in Section 7(d) below) may include an examination for the presence or absence of hazardous or toxic materials, substances or wastes, which shall be performed or arranged by Buyer at Buyer’s sole expense. Buyer shall keep the Property free and clear of any liens and will indemnify, protect, defend, and hold each Seller Related Party (defined below) harmless from and against all losses, costs, damages, claims, liabilities and expenses (including reasonable attorneys’ fees and court costs) (collectively, “Losses”) arising from damage to the Property and injury to persons asserted against or incurred by any Seller Related Party as a result of such entry by Buyer, its agents, employees or representatives (except that Buyer shall have no liability or indemnity obligation for any diminution in the value of the Property as a result of any unfavorable analysis, test, study, opinion or recommendation made to or for or reach by Buyer). If any inspection or test disturbs the Property and Buyer does not acquire the Property, Buyer will restore the Property to substantially the same condition as existed prior to any such inspection or test. Buyer and its agents, employees, and representatives may, upon not less than 24 hours prior telephonic notice to Seller, examine and make copies of all books and records and other materials relating to the condition of the Property in Seller’s possession at the office where such records are maintained. Any information provided to or obtained by Buyer with respect to the Property shall be subject to the provisions of Section 22(p) of this Agreement. The obligations of Buyer under this Section shall survive the termination of the Agreement. (d) Buyer may retain a contractor or home inspector to prepare a report or reports describing the physical condition of the Property (collectively, the Purchasers “Third Party Inspection Report”), which Third Party Inspection Report shall adequately identify any necessary repairs, replacements, or improvements and the estimated costs of such repairs or improvements (collectively, the “Necessary Repairs”). The person or entity preparing the Third Party Inspection Report must be licensed to perform such inspections in the jurisdiction where the Property is located, and may not be, or have ever been, owned or controlled by Buyer or an affiliate of Buyer or otherwise not at arm’s length from Buyer. Buyer will provide a copy of the Third Party Inspection Report to Seller prior to the expiration of the Due Diligence Period. If any Necessary Repairs are identified in the Third Party Inspection Report and subject to the limitations set forth below, Seller shall have the right to terminate this Agreement by written notice to the Sellers in the event the Purchasers, in the Purchasers’ sole discretion, are not satisfied with the Assets for any reason (or no reason), which reason (or no reason) need not be specified in such notice, provided that such notice is delivered to the Sellers and their counsel at the email addresses set forth in Exhibit 1.8, on or prior to 5:00 p.m. (Pacific Time) on the Hard Date. Each Seller acknowledges and agrees that the Purchasers have no obligation to give the Sellers prior notice, or to negotiate in good faith with the Sellers regarding modifying the terms of this Agreement or the transactions contemplated hereby, before the Purchasers deliver the notice of termination contemplated by the immediately preceding sentence to the email address listed in Section 1.8 of the Disclosure Letter. If such notice of termination is so delivered (i) on or before 5:00 p.m. (Pacific Time) on February 27, 2012 (make the “Commitment Date”), then Necessary Repairs after Closing and the Purchasers shall be entitled to a refund estimated cost of the Deposit minus an amount of Three Hundred Thousand Dollars ($300,000), which Three Hundred Thousand Dollars ($300,000) shall be paid to the Sellers, (ii) after 5:00 p.m. (Pacific Time) on the Commitment Date but on or before 5:00 p.m. (Pacific Time) on the Hard Date, then the Purchasers shall be entitled to a refund of the Deposit minus an amount of Six Hundred Thousand Dollars ($600,000), which Six Hundred Thousand Dollars ($600,000) shall be paid to the Sellers or (iii) after 5:00 p.m. (Pacific Time) on the Hard Date, then the Purchasers shall not be entitled to a refund of the Deposit. If the Purchasers do not terminate this Agreement Necessary Repairs as set forth in the Third Party Inspection Report shall be held in escrow by the Escrow Holder until such Necessary Repairs are completed as described in Section 7(d)(1) below, or (ii) reduce the Purchase Price by the estimated cost of the repairs or replacements set forth in the Third Party Inspection Report. In the event Seller elects to reduce the Purchase Price, Seller and Buyer agree that the Purchase Price will not be reduced by an amount greater than ten percent (10%) of the Purchase Price without Seller’s written agreement. If the cost to make the repairs and replacements identified in the Third Party Inspection Report exceeds ten percent (10%) of the Purchase Price, and Seller does not agree to reduce the Purchase Price by the identified cost of such repairs and replacements as set forth in the Third Party Inspection Report, then Buyer may, upon written notice to Seller and prior to the end of the Due Diligence Period, elect to (i) close the transaction as contemplated with a ten percent (10%) reduction of the Purchase Price or (ii) terminate this Agreement. If Buyer terminates this Agreement in accordance with this Section 1.8 or as otherwise provided herein7(d), then this Agreement will have no further force or effect, the parties will have no further obligations to each other (except for any indemnities or other provisions that expressly survive termination of this Agreement) and Escrow Holder shall refund the Deposit to Buyer. The reductions to the Purchase Price contemplated in this Section 7(d) are in addition to those contemplated in Section 5(b) and 5(c) of this Agreement. (1) If Seller elects to make the repairs contemplated in Section 7(d) above, a Purchase Price Escrow Repair Holdback amount of 10% of purchase price ($214,000) (the “Purchase Price Escrow Repair Holdback”) shall be withheld by the Escrow Holder until such time as Seller has completed all Necessary Repairs to Buyer’s reasonable satisfaction. Such Necessary Repairs shall be completed by Seller, at Seller’s sole cost and expense, not later than ninety (90) days after Closing (the “Holdback Repair Period”). Seller shall provide to Buyer invoices and related back-up documentation reasonably acceptable to Buyer pertaining to all Necessary Repairs, as well as photographs reasonably acceptable to Buyer depicting each and every item to be repaired before such repair has begun and after such repair has been completed. Purchase Price Holdback funds shall remain held by the Escrow Holder until all Necessary Repairs are completed to Buyer’s reasonable satisfaction. Upon the end of the Holdback Repair Period or sooner upon Buyer’s election, Buyer shall review the status of the Necessary Repairs and, if any repairs have been completed to Buyer’s reasonable satisfaction, Buyer shall at that time instruct the Escrow Holder to release funds pertaining to such completed repairs described in full force and effectthe Third Party Inspection Report. If after Buyer’s review of the Necessary Repairs Buyer determines that all of the Necessary Repairs have been completed during the Holdback Repair Period, any Purchase Price Escrow Repair Holdback funds remaining in Escrow Holder’s custody shall be released to Seller.

Due Diligence Period. The Parties hereby acknowledge that, as of (a) Buyer will have a period commencing on the Effective Date, Date and ending at 6:00 PM Pacific Time on the Purchasers have not yet had an opportunity to complete their Due Diligence Investigation and fully review and evaluate date that is thirty (30) days after Buyer has received all aspects of this transaction and the condition and suitability of the Assets. Accordingly, for the period Property Information set forth in Schedule 6(a)(3) (the “Due Diligence Period”) beginning on to examine, inspect, and investigate the Property and, in Buyer’s sole judgment and discretion, to determine whether Buyer desires to purchase the Property. Buyer agrees to submit a notice to Seller confirming Buyer has received all Property Information once received and the date of the notice will become the Effective Date. In the event Seller agrees during the Due Diligence Period to cure any objection(s) raised by Buyer, the Closing Date shall be five (5) days after all such objections are cured, but in no event exceeding thirty (30) days past the original Closing Date, unless Buyer and continuing until 5:00 p.m. Seller agree in writing to extend the Closing Date more than thirty (Pacific Time30) days past the original Closing Date. (b) Buyer may terminate this Agreement for any or no reason by giving written notice of such termination to Seller on April 15, 2012 (as such date may be accelerated or before the last day of the Due Diligence Period. If this Agreement is terminated pursuant to this Section 1.97, the “Hard Date”)Deposit shall be immediately refunded to Buyer, and notwithstanding neither party shall have any further liability or obligation to the other under this Agreement except for the indemnity provisions set forth in Section 7(c) of this Agreement and any other provision of this Agreement that is expressly intended to survive the contrary, termination of this Agreement. In the Purchasers shall have event this Agreement is terminated escrow is required to return Buyer’s Deposit immediately and Seller agrees and will not cause escrow to delay the return of the Deposit to Buyer for any reason. If Buyer does not elect to exercise its right to terminate this Agreement during the Due Diligence Period, then Buyer shall notify Seller of Buyer’s intention to acquire the Property before the expiration of the Due Diligence Period. If Buyer does not, before the expiration of the Due Diligence Period, either affirmatively notify Seller of its desire to acquire the Property or send a termination notice to Seller, then Buyer will be deemed to have elected to terminate this Agreement. If Buyer elects to proceed to purchase the Property, and this Agreement is not terminated or deemed terminated before the expiration of the Due Diligence Period, then the Deposit shall be non-refundable except in the event of a default hereunder by Seller. (c) Subject to the rights of tenants under the Leases, Seller will provide to Buyer reasonable access to the Property for the purpose of examining any or all aspects thereof, including conducting on a non-destructive basis, surveys, architectural, engineering, non-invasive geo-technical and environmental inspections and tests, and any other inspections, studies, or tests reasonably required by Buyer. Buyer shall give Seller reasonable notice by telephone or e-mail before entering onto any of the properties that comprise the Property to perform inspections or tests, and in the case of tests (i) Buyer shall specify to Seller the precise nature of the test to be performed, and (ii) Seller may require, as a condition precedent to Buyer’s right to perform any such test, that Buyer deliver Seller evidence of public liability and other appropriate insurance naming Seller as an additional insured thereunder. Such examination of the physical condition of the Property, including the Third Party Inspection Report (defined in Section 7(d) below) may include an examination for the presence or absence of hazardous or toxic materials, substances or wastes, which shall be performed or arranged by Buyer at Buyer’s sole expense. Buyer shall keep the Property free and clear of any liens and will indemnify, protect, defend, and hold each Seller Related Party (defined below) harmless from and against all losses, costs, damages, claims, liabilities and expenses (including reasonable attorneys’ fees and court costs) (collectively, “Losses”) arising from damage to the Property and injury to persons asserted against or incurred by any Seller Related Party as a result of such entry by Buyer, its agents, employees or representatives (except that Buyer shall have no liability or indemnity obligation for any diminution in the value of the Property as a result of any unfavorable analysis, test, study, opinion or recommendation made to or for or reach by Buyer). If any inspection or test disturbs the Property and Buyer does not acquire the Property, Buyer will restore the Property to substantially the same condition as existed prior to any such inspection or test. Buyer and its agents, employees, and representatives may, upon not less than 24 hours prior telephonic notice to Seller, examine and make copies of all books and records and other materials relating to the condition of the Property in Seller’s possession at the office where such records are maintained. Any information provided to or obtained by Buyer with respect to the Property shall be subject to the provisions of Section 22(p) of this Agreement. The obligations of Buyer under this Section shall survive the termination of the Agreement. (d) Buyer may retain a contractor or home inspector to prepare a report or reports describing the physical condition of the Property and identify any necessary repairs or improvements (“Third Party Inspection Report”). The person or entity preparing the Third Party Inspection Report must be licensed to perform such inspections in the jurisdiction where the Property is located, and may not be, or have ever been, owned or controlled by Buyer or an affiliate of Buyer. Buyer will provide a copy of the Third Party Inspection Report to Seller, and at Closing, the Purchase Price will be reduced by the amount of the total estimated cost of the repairs or replacements identified in the Third Party Inspection Report; provided that Buyer will have no right to a Purchase Price reduction in excess of ten percent (10%) of the original Purchase Price without Seller’s written agreement. If the cost to make the repairs and replacements identified in the Third Party Inspection Report exceeds 10% of the Purchase Price, and Seller does not agree to reduce the Purchase Price by the identified cost of such repairs and replacements, then Buyer may, upon written notice to the Sellers in the event the Purchasers, in the Purchasers’ sole discretion, are not satisfied with the Assets for any reason (or no reason), which reason (or no reason) need not be specified in such notice, provided that such notice is delivered to the Sellers and their counsel Seller at the email addresses set forth in Exhibit 1.8, on or prior to 5:00 p.m. (Pacific Time) on the Hard Date. Each Seller acknowledges and agrees that the Purchasers have no obligation to give the Sellers prior notice, or to negotiate in good faith with the Sellers regarding modifying the terms of this Agreement or the transactions contemplated hereby, least two business days before the Purchasers deliver the notice of termination contemplated by the immediately preceding sentence then-scheduled Closing Date, elect to the email address listed in Section 1.8 of the Disclosure Letter. If such notice of termination is so delivered (i) on or before 5:00 p.m. (Pacific Time) on February 27, 2012 (close the “Commitment Date”), then the Purchasers shall be entitled to transaction as contemplated with a refund 10% reduction of the Deposit minus an amount of Three Hundred Thousand Dollars ($300,000), which Three Hundred Thousand Dollars ($300,000) shall be paid to the Sellers, Purchase Price or (ii) after 5:00 p.m. (Pacific Time) on the Commitment Date but on or before 5:00 p.m. (Pacific Time) on the Hard Date, then the Purchasers shall be entitled to a refund of the Deposit minus an amount of Six Hundred Thousand Dollars ($600,000), which Six Hundred Thousand Dollars ($600,000) shall be paid to the Sellers or (iii) after 5:00 p.m. (Pacific Time) on the Hard Date, then the Purchasers shall not be entitled to a refund of the Depositterminate this Agreement. If the Purchasers do not terminate Buyer terminates this Agreement as set forth in accordance with this Section 1.8 or as otherwise provided herein7(d), then this Agreement will have no further force or effect, the parties will have no further obligations to each other (except for any indemnities or other provisions that expressly survive termination of this Agreement) and Escrow Holder shall remain refund the Deposit to Buyer. (e) Notwithstanding any provision to the contrary set forth herein, in full force addition to the rights set forth in Sections 5(c), 5(b) and effect7(d), at any time during the Due Diligence Period, Buyer may in its sole discretion, elect to designate specified properties from the properties identified on Exhibit A as Excluded Properties as defined in Section 5(c). In the event of such an election, Buyer shall deliver to Seller a notice stating which properties it has designated as Excluded Properties no later than two (2) days prior to the Closing Date (the “Notice to Seller”). Upon delivery of the Notice to Seller, the designated properties described in the Notice to Seller shall be Excluded Properties, and the terms of Section 5(c) shall apply with respect thereto.

Due Diligence Period. (a) The Parties hereby acknowledge thatperiod ending at 5:00 p.m. Pacific Time on September 22, 2014, or such earlier time as Buyer gives written notice to Seller of its decision to proceed with the purchase of the Effective Date, the Purchasers have not yet had an opportunity to complete their Due Diligence Investigation and fully review and evaluate all aspects of this transaction and the condition and suitability of the Assets. Accordingly, for the period (Property is hereafter called the “Due Diligence Period”) beginning on . Subject to the Effective Date conditions and continuing until 5:00 p.m. (Pacific Time) on April 15, 2012 (as such date may be accelerated pursuant to Section 1.9, the “Hard Date”), and notwithstanding any other provision requirements of this Agreement to the contrarySection 4, the Purchasers Buyer shall have the right during the Due Diligence Period (i) to inspect and investigate all aspects of the Property including, without limitation, the Property’s compliance with zoning, land use, environmental and other laws, regulations and restrictions, the Leases, other documents provided by Seller, a UCC report with respect to the Personal Property, and the condition of the improvements on the Property; and (ii) to deliver written notice to Seller and Escrow Holder of Buyer’s decision to proceed with the purchase of the Property or to terminate this Agreement. (b) If Buyer, for any reason or for no reason, in Buyer’s sole discretion, is not satisfied with the results of such inspection and investigation, Buyer may terminate this Agreement by giving written notice to Seller and Escrow Holder prior to the Sellers in expiration of the Due Diligence Period, and the parties shall have the same obligations and such termination shall have the same effect as if this Agreement had been terminated pursuant to Section 3(b). In the event that Buyer terminates this Agreement pursuant to this Section 4.2, the Purchasersamount of One Hundred Dollars ($100.00) (“Independent Consideration”) shall be withheld from the Deposit and delivered to Seller. The parties have bargained for and agreed that the Independent Consideration, in the Purchasers’ sole discretion, are not satisfied along with the Assets expenditures of time and resources and possible loss of opportunity by Buyer, constitute adequate consideration for any reason Seller’s remaining bound by this Agreement notwithstanding such termination right of Buyer. (or no reason), which reason (or no reasonc) need not be specified in such notice, provided that such notice is delivered If Buyer decides to the Sellers and their counsel at the email addresses set forth in Exhibit 1.8, on or prior to 5:00 p.m. (Pacific Time) on the Hard Date. Each Seller acknowledges and agrees that the Purchasers have no obligation to give the Sellers prior notice, or to negotiate in good faith proceed with the Sellers regarding modifying the terms of this Agreement or the transactions contemplated hereby, before the Purchasers deliver the notice of termination contemplated by the immediately preceding sentence to the email address listed in Section 1.8 purchase of the Disclosure Letter. If such Property, Buyer shall deliver written notice to Seller and Escrow Holder of termination is so delivered (i) Buyer’s decision to proceed with the purchase by written notice to Seller on or before 5:00 p.m. the expiration of the Due Diligence Period) prior to the expiration of the Due Diligence Period (Pacific Time) on February 27, 2012 (the “Commitment DateNotice to Proceed”). Buyer’s failure, then prior to the Purchasers shall be entitled to a refund expiration of the Deposit minus an amount of Three Hundred Thousand Dollars ($300,000)Due Diligence Period, which Three Hundred Thousand Dollars ($300,000) shall be paid to deliver the SellersNotice to Proceed to Seller and Escrow Holder, (ii) after 5:00 p.m. (Pacific Time) on the Commitment Date but on or before 5:00 p.m. (Pacific Time) on the Hard Date, then the Purchasers shall be entitled to a refund time being of the Deposit minus an amount of Six Hundred Thousand Dollars ($600,000essence, shall constitute Buyer’s election to terminate this Agreement, and the parties shall have the same obligations and such termination shall have the same effect as if this Agreement had been terminated pursuant to Section 3(b), which Six Hundred Thousand Dollars ($600,000) shall be paid to the Sellers or (iii) after 5:00 p.m. (Pacific Time) on the Hard Date, then the Purchasers shall not be entitled to a refund . Buyer’s delivery of the Deposit. If Notice to Proceed shall constitute Buyer’s election to proceed with the Purchasers do not terminate purchase and Buyer’s affirmative and express waiver of all contingencies and conditions to Buyer’s obligations under this Agreement except as set forth provided in this Section 1.8 or as otherwise provided herein, then this Agreement shall remain in full force and effect4(d).

Due Diligence Period. The Parties hereby acknowledge that(a) Buyer may, during the Due Diligence Period (as defined in the Basic Terms), examine, inspect, and investigate the Property and, in Buyer’s sole judgment and discretion, to determine whether Buyer desires to purchase the Property; provided that Buyer may, in its discretion, upon notice to Seller, waive the requirement that a Lease be executed for each house, and cause the Due Diligence Period to expire. (b) Buyer may terminate this Agreement for any or no reason by giving written notice of such termination to Seller on or before the last day of the Effective Date, the Purchasers have not yet had an opportunity to complete their Due Diligence Investigation and fully review and evaluate all aspects of this transaction and the condition and suitability of the Assets. Accordingly, for the period (the “Due Diligence Period”) beginning on the Effective Date and continuing until 5:00 p.m. (Pacific Time) on April 15, 2012 (as such date may be accelerated . If this Agreement is terminated pursuant to this Section 1.97, the “Hard Date”)Deposit shall be immediately refunded to Buyer, and notwithstanding neither party shall have any further liability or obligation to the other under this Agreement except for the indemnity provisions set forth in Section 7(c) of this Agreement and any other provision of this Agreement that is expressly intended to survive the contrary, the Purchasers shall have the termination of this Agreement. If Buyer does not elect to exercise its right to terminate this Agreement during the Due Diligence Period, then Buyer shall notify Seller of Buyer’s intention to acquire the Property before the expiration of the Due Diligence Period. If Buyer does not, before the expiration of the Due Diligence Period, either affirmatively notify Seller of its desire to acquire the Property or send a termination notice to Seller, then Buyer will be deemed to have elected to proceed to Purchase the Property under this Agreement. If Buyer elects to proceed to purchase the Property, and this Agreement is not terminated or deemed terminated before the expiration of the Due Diligence Period, then the Deposit shall be non-refundable except in the event of a default hereunder by Seller. (c) Subject to the rights of tenants under the Leases, Seller will provide to Buyer reasonable access to the Property for the purpose of examining any or all aspects thereof, including conducting on a non-destructive basis, surveys, architectural, engineering, non-invasive geo-technical and environmental inspections and tests, and any other inspections, studies, or tests reasonably required by Buyer. Buyer shall give Seller reasonable notice by telephone or e-mail before entering onto any of the properties that comprise the Property to perform inspections or tests, and in the case of tests (i) Buyer shall specify to Seller the precise nature of the test to be performed, and (ii) Seller may require, as a condition precedent to Buyer’s right to perform any such test, that Buyer deliver Seller evidence of public liability and other appropriate insurance naming Seller as an additional insured thereunder. Such examination of the physical condition of the Property, including the Third Party Inspection Report (defined in Section 7(d) below) may include an examination for the presence or absence of hazardous or toxic materials, substances or wastes, which shall be performed or arranged by Buyer at Buyer’s sole expense. Buyer shall keep the Property free and clear of any liens and will indemnify, protect, defend, and hold each Seller Related Party (defined below) harmless from and against all losses, costs, damages, claims, liabilities and expenses (including reasonable attorneys’ fees and court costs) (collectively, “Losses”) arising from damage to the Property and injury to persons asserted against or incurred by any Seller Related Party as a result of such entry by Buyer, its agents, employees or representatives (except that Buyer shall have no liability or indemnity obligation for any diminution in the value of the Property as a result of any unfavorable analysis, test, study, opinion or recommendation made to or for or reach by Buyer). If any inspection or test disturbs the Property and Buyer does not acquire the Property, Buyer will restore the Property to substantially the same condition as existed prior to any such inspection or test. Buyer and its agents, employees, and representatives may, upon not less than 24 hours prior telephonic notice to Seller, examine and make copies of all books and records and other materials relating to the condition of the Property in Seller’s possession at the office where such records are maintained. Any information provided to or obtained by Buyer with respect to the Property shall be subject to the provisions of Section 22(p) of this Agreement. The obligations of Buyer under this Section shall survive the termination of the Agreement. (d) Buyer may retain a contractor or home inspector to prepare a report or reports describing the physical condition of the Property and identify any necessary repairs or improvements (“Third Party Inspection Report”). The person or entity preparing the Third Party Inspection Report must be licensed to perform such inspections in the jurisdiction where the Property is located, and may not be, or have ever been, owned or controlled by Buyer or an affiliate of Buyer. Buyer will provide a copy of the Third Party Inspection Report to Seller, and within three business days after receiving the Third Party Inspection Report, Buyer shall provide Seller written notification of its intent to reduce the Purchase Price by the amount of the total estimated cost of the repairs or replacements identified in the Third Party Inspection Report; provided that Buyer will have no right to a Purchase Price reduction in excess of five percent (5%) of the original Purchase Price without Seller’s written agreement. If the cost to make the repairs and replacements identified in the Third Party Inspection Report exceeds 5% of the Purchase Price, and Seller does not agree to reduce the Purchase Price by the identified cost of such repairs and replacements, then Buyer may, upon written notice to the Sellers in the event the PurchasersSeller within 5 days after notice from Seller that Seller does not agree to such reduction, in the Purchasers’ sole discretion, are not satisfied with the Assets for any reason (or no reason), which reason (or no reason) need not be specified in such notice, provided that such notice is delivered elect to the Sellers and their counsel at the email addresses set forth in Exhibit 1.8, on or prior to 5:00 p.m. (Pacific Time) on the Hard Date. Each Seller acknowledges and agrees that the Purchasers have no obligation to give the Sellers prior notice, or to negotiate in good faith with the Sellers regarding modifying the terms of this Agreement or the transactions contemplated hereby, before the Purchasers deliver the notice of termination contemplated by the immediately preceding sentence to the email address listed in Section 1.8 of the Disclosure Letter. If such notice of termination is so delivered (i) on or before 5:00 p.m. (Pacific Time) on February 27, 2012 (close the “Commitment Date”), then the Purchasers shall be entitled to transaction as contemplated with a refund 5% reduction of the Deposit minus an amount of Three Hundred Thousand Dollars ($300,000), which Three Hundred Thousand Dollars ($300,000) shall be paid to the Sellers, Purchase Price or (ii) after 5:00 p.m. (Pacific Time) on the Commitment Date but on or before 5:00 p.m. (Pacific Time) on the Hard Date, then the Purchasers shall be entitled to a refund of the Deposit minus an amount of Six Hundred Thousand Dollars ($600,000), which Six Hundred Thousand Dollars ($600,000) shall be paid to the Sellers or (iii) after 5:00 p.m. (Pacific Time) on the Hard Date, then the Purchasers shall not be entitled to a refund of the Depositterminate this Agreement. If the Purchasers do not terminate Buyer terminates this Agreement as set forth in accordance with this Section 1.8 or as otherwise provided herein7(d), then this Agreement will have no further force or effect, the parties will have no further obligations to each other (except for any indemnities or other provisions that expressly survive termination of this Agreement) and Escrow Holder shall remain in full force and effectrefund the Deposit to Buyer.

Due Diligence Period. The Parties hereby acknowledge that, as of For the Effective Date, the Purchasers have not yet had an opportunity to complete their Due Diligence Investigation and fully review and evaluate all aspects purposes of this transaction and the condition and suitability of the Assets. Accordingly, for the period (the Agreement “Due Diligence Period”) beginning ” shall be the period commencing on the Effective Date and continuing until 5:00 p.m. terminating on the Closing Date. During the Due Diligence Period, Seller shall allow Buyer to conduct its inspection and review of the Property at times convenient to the Seller. The physical condition and all other aspects of the Property (Pacific Timeincluding appraisal, environmental, leases, economic and entitlements) on April 15shall meet the approval of Buyer, 2012 (in Buyer’s sole judgment and discretion, based upon on-site inspections of the Property, and other investigations and inquiries made by Buyer or Buyer’s representatives during the Due Diligence Period including, but not limited to, a review of the Leases. If Buyer disapproves the condition or any other aspect of the Property or this transaction as the result of such date may due diligence, for any reason or for no reason at all, Buyer shall notify Seller and the Escrow Agent in writing of such disapproval prior to the termination of the Due Diligence Period, and this Agreement shall thereupon be accelerated pursuant to Section 1.9terminated. In that event, the “Hard Date”), Xxxxxxx Money shall be returned to Buyer and notwithstanding the Escrow Agent shall be authorized to make such disbursements of the Xxxxxxx Money without any other provision further joinder or approval of Seller or Buyer. If Buyer does not notify Seller and the Escrow Agent in writing prior to the expiration of the Due Diligence Period that Buyer has disapproved the Property and elected to terminate this Agreement as herein provided, then Buyer shall be deemed conclusively to the contrary, the Purchasers shall have waived the right to terminate this Agreement by written notice to under the Sellers in the event the Purchasers, in the Purchasers’ sole discretion, are not satisfied with the Assets for any reason (or no reason), which reason (or no reason) need not be specified in such notice, provided that such notice is delivered to the Sellers and their counsel at the email addresses set forth in Exhibit 1.8, on or prior to 5:00 p.m. (Pacific Time) on the Hard Date. Each Seller acknowledges and agrees that the Purchasers have no obligation to give the Sellers prior notice, or to negotiate in good faith with the Sellers regarding modifying the terms provisions of this Agreement or Section 5. Seller shall cooperate with Buyer to make the transactions contemplated hereby, before Property fully accessible to Buyer and Buyer’s consultants for purposes of Buyer’s inspections and tests during the Purchasers deliver the notice of termination contemplated by the immediately preceding sentence to the email address listed in Section 1.8 of the Disclosure Letter. If such notice of termination is so delivered (i) on or before 5:00 p.m. (Pacific Time) on February 27, 2012 (the “Commitment Date”), then the Purchasers shall be entitled to a refund of the Deposit minus an amount of Three Hundred Thousand Dollars ($300,000), which Three Hundred Thousand Dollars ($300,000) shall be paid to the Sellers, (ii) after 5:00 p.m. (Pacific Time) on the Commitment Date but on or before 5:00 p.m. (Pacific Time) on the Hard Date, then the Purchasers shall be entitled to a refund of the Deposit minus an amount of Six Hundred Thousand Dollars ($600,000), which Six Hundred Thousand Dollars ($600,000) shall be paid to the Sellers or (iii) after 5:00 p.m. (Pacific Time) on the Hard Date, then the Purchasers shall not be entitled to a refund of the Deposit. If the Purchasers do not terminate this Agreement as set forth in this Section 1.8 or as otherwise provided herein, then this Agreement shall remain in full force and effectDue Diligence Period.

Due Diligence Period. The Parties hereby acknowledge that, as of the Effective Date, the Purchasers have not yet had an opportunity to complete their Due Diligence Investigation and fully review and evaluate all aspects of this transaction and the condition and suitability of the Assets. Accordingly, for the period (the “Due Diligence Period”) beginning on the Effective Date and continuing until 5:00 p.m. (Pacific Time) on April 15, 2012 (as such date may be accelerated pursuant to Section 1.9, the “Hard Date”), and notwithstanding any other provision of this Agreement to the contrary, the Purchasers Purchaser shall have the right to conduct a due diligence review (the "Due Diligence Review") of the Property which due diligence period shall expire at 3:00 P.M. (New York time) on June 10, 2005 (the "Due Diligence Period"). On or before the expiration of the Due Diligence Period, Purchaser shall deliver written notice (the "Diligence Notice") to Seller stating either: 34.1. that Purchaser elects to terminate this Agreement, in which event Escrow Agent shall deliver the Downpayment (together with all interest thereon, if any) to Purchaser and this Agreement shall terminate and thereafter neither party shall have any further rights or obligations hereunder at law or in equity, for damages or otherwise (other than any such rights or such obligations that are expressly stated herein to survive the termination hereof); or 34.2. that Purchaser elects not to terminate this Agreement, in which event Purchaser shall thereupon be deemed to have waived any right to terminate this Agreement by written notice pursuant to the Sellers in the event the Purchasers, in the Purchasers’ sole discretion, are not satisfied with the Assets for any reason (or no reason), which reason (or no reason) need not be specified in such notice, provided that such notice is delivered to the Sellers and their counsel at the email addresses set forth in Exhibit 1.8, on or prior to 5:00 p.m. (Pacific Time) on the Hard Date. Each Seller acknowledges and agrees that the Purchasers have no obligation to give the Sellers prior notice, or to negotiate in good faith with the Sellers regarding modifying the terms provisions of this Section 34, this Agreement or shall continue in full force and effect in accordance with its terms, and the transactions contemplated hereby, before Downpayment shall thereupon become nonrefundable. The failure of Purchaser to deliver any Diligence Notice to Seller during the Purchasers deliver the notice of termination contemplated by Due Diligence Period as provided in the immediately preceding sentence shall be deemed to be the email address listed in Section 1.8 delivery of the Disclosure Letter. If such notice of termination is so delivered (i) on or before 5:00 a Diligence Notice by Purchaser at 3:00 p.m. (Pacific Time) on February 27, 2012 (the “Commitment Date”), then the Purchasers shall be entitled to a refund of the Deposit minus an amount of Three Hundred Thousand Dollars ($300,000), which Three Hundred Thousand Dollars ($300,000) shall be paid to the Sellers, (ii) after 5:00 p.m. (Pacific TimeNew York time) on the Commitment Date but on or before 5:00 p.m. (Pacific Time) on last day of the Hard Date, then the Purchasers Due Diligence Period under Section 34.1 above. Time shall be entitled to a refund of the Deposit minus an amount of Six Hundred Thousand Dollars ($600,000), which Six Hundred Thousand Dollars ($600,000) shall be paid essence with respect to Purchaser's right and obligation to deliver the Sellers or (iii) after 5:00 p.m. (Pacific Time) on the Hard Date, then the Purchasers shall not be entitled to a refund of the DepositDiligence Notice. If the Purchasers do not terminate this Agreement as set forth in this Section 1.8 or as otherwise provided herein, then this Agreement shall remain in full force and effect.[END OF TEXT]

Due Diligence Period. The Parties hereby acknowledge that(a) Seller and Purchaser entered into that certain Early Access Agreement, dated as of November 2, 2016 (the Effective Date, “EA Agreement”) pursuant to which Seller has afforded the Purchasers have not yet had an Purchaser with the opportunity to complete their Due Diligence Investigation and fully review and evaluate all aspects of this transaction and the condition and suitability begin its due diligence investigations of the AssetsFacility and has delivered to the Purchaser the Property Documents (as defined in the EA Agreement and as herein so called). AccordinglyPurchaser may supplement its original request for Property Documents as Purchaser deems appropriate, for and, to the extent Seller has possession or control of such supplemental items, Seller, at no additional cost to Seller, shall provide the supplemental items to Purchaser within five (5) days after written request by Purchaser. Purchaser does hereby indemnify and hold Seller harmless from all costs, expenses, damages, claims and fees, including reasonable attorney’s fees, which occur or arise due to Purchaser’s due diligence hereunder. (b) For the period (the “Due Diligence Period”) beginning commencing on the Effective Date and continuing until 5:00 6:00 p.m. (Pacific Time) CT on April 15Thursday, 2012 (as such date may be accelerated pursuant to Section 1.9December 8, the “Hard Date”)2016, and notwithstanding any other provision of this Agreement to the contrary, the Purchasers Purchaser shall have the right to terminate this Agreement by written notice to the Sellers Seller in the event the PurchasersPurchaser, in the Purchasers’ Purchaser’s sole discretion, are is not satisfied with the Assets for any reason (or no reason), which reason (or no reason) need not be specified in such notice, provided that such notice is delivered (in accordance with the provisions of this Agreement) to the Sellers and their counsel at the email addresses set forth in Exhibit 1.8, Seller on or prior to 5:00 before 6:00 p.m. (Pacific Time) CT on the Hard Date. Each Seller acknowledges and agrees that the Purchasers have no obligation to give the Sellers prior notice, or to negotiate in good faith with the Sellers regarding modifying the terms of this Agreement or the transactions contemplated hereby, before the Purchasers deliver the notice of termination contemplated by the immediately preceding sentence to the email address listed in Section 1.8 last day of the Disclosure LetterDue Diligence Period. If such notice of termination is so delivered (i) on or before 5:00 6:00 p.m. CT on the last day of the Due Diligence Period, then this Agreement shall terminate, the Deposit shall be refunded to Purchaser, Purchaser shall provide Seller a copy of all third party reports obtained by Purchaser during the Due Diligence Period (Pacific Time) on February 27, 2012 (without any representation as to the “Commitment Date”accuracy thereof), then and the Purchasers parties shall thereafter be entitled to a refund of the Deposit minus an amount of Three Hundred Thousand Dollars ($300,000), which Three Hundred Thousand Dollars ($300,000) shall be paid to the Sellers, (ii) after 5:00 p.m. (Pacific Time) on the Commitment Date but on or before 5:00 p.m. (Pacific Time) on the Hard Date, then the Purchasers shall be entitled to a refund of the Deposit minus an amount of Six Hundred Thousand Dollars ($600,000), which Six Hundred Thousand Dollars ($600,000) shall be paid to the Sellers or (iii) after 5:00 p.m. (Pacific Time) on the Hard Date, then the Purchasers shall not be entitled to a refund of the Depositreleased from all further duties and obligations under this Agreement. If the Purchasers do not terminate this Agreement is not terminated as set forth in this Section 1.8 1.7 or as otherwise provided herein, then this Agreement shall remain in full force and effect, the Purchaser shall deposit an additional Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) (the “Additional Deposit”) with the Title Company, and the Deposit shall become non-refundable, except as otherwise provided herein.

Due Diligence Period. The Parties hereby acknowledge that, as of (a) Buyer will have a period commencing on the Effective Date, Date and ending at 6:00 PM Pacific Time on the Purchasers have not yet had an opportunity to complete their Due Diligence Investigation and fully review and evaluate date that is 60 days after Buyer has received all aspects of this transaction and the condition and suitability of the Assets. Accordingly, for the period Property Information set forth in Schedule 6(a)(3) (the “Due Diligence Period”) beginning on to examine, inspect, and investigate the Property and, in Buyer’s sole judgment and discretion, to determine whether Buyer desires to purchase the Property. If Buyer is acting diligently and in good faith to proceed with the consummation of the transaction contemplated by this Agreement, Buyer shall have the right to extend the Due Diligence Period up to fourteen (14) days upon delivery to Seller of written notice prior to the expiration of the Due Diligence Period and Buyer’s delivery of an additional $25,500.00 [one-half of one percent of the Purchase Price] to the Escrow Holder to be added to the Deposit. Buyer agrees to submit a notice to Seller confirming Buyer has received all Property Information once received and the date of the notice will become the Effective Date and continuing until 5:00 p.m. Date. (Pacific Timeb) Buyer may terminate this Agreement for any or no reason by giving written notice of such termination to Seller on April 15, 2012 (as such date may be accelerated or before the last day of the Due Diligence Period. If this Agreement is terminated pursuant to this Section 1.97, the “Hard Date”)Deposit shall be immediately refunded to Buyer, and notwithstanding neither party shall have any further liability or obligation to the other under this Agreement except for the indemnity provisions set forth in Section 7(c) of this Agreement and any other provision of this Agreement that is expressly intended to survive the termination of this Agreement. In the event this Agreement is terminated escrow is required to return Buyer’s Deposit immediately and Seller agrees and will not cause escrow to delay the return of the Deposit to Buyer for any reason. If Buyer does not elect to exercise its right to terminate this Agreement during the Due Diligence Period, then Buyer shall notify Seller of Buyer’s intention to acquire the Property before the expiration of the Due Diligence Period. If Buyer does not, before the expiration of the Due Diligence Period, either affirmatively notify Seller of its desire to acquire the Property or send a termination notice to Seller, then Buyer will be deemed to have elected to terminate this Agreement. If Buyer elects to proceed to purchase the Property, and this Agreement is not terminated or deemed terminated before the expiration of the Due Diligence Period, then the Deposit shall be non-refundable except in the event of a default hereunder by Seller. (c) Subject to the contraryrights of tenants under the Leases, Seller will provide to Buyer reasonable access to the Property for the purpose of examining any or all aspects thereof, including conducting on a non-destructive basis, surveys, architectural, engineering, non-invasive geo-technical and environmental inspections and tests, and any other inspections, studies, or tests reasonably required by Buyer. Buyer shall give Seller reasonable notice by telephone or e-mail before entering onto any of the properties that comprise the Property to perform inspections or tests, and in the case of tests (i) Buyer shall specify to Seller the precise nature of the test to be performed, and (ii) Seller may require, as a condition precedent to Buyer’s right to perform any such test, that Buyer deliver Seller evidence of public liability and other appropriate insurance naming Seller as an additional insured thereunder. Such examination of the physical condition of the Property, including the Third Party Inspection Report (defined in Section 7(d) below) may include an examination for the presence or absence of hazardous or toxic materials, substances or wastes, which shall be performed or arranged by Buyer at Buyer’s sole expense. Buyer shall keep the Property free and clear of any liens and will indemnify, protect, defend, and hold each Seller Related Party (defined below) harmless from and against all losses, costs, damages, claims, liabilities and expenses (including reasonable attorneys’ fees and court costs) (collectively, “Losses”) arising from damage to the Property and injury to persons asserted against or incurred by any Seller Related Party as a result of such entry by Buyer, its agents, employees or representatives (except that Buyer shall have no liability or indemnity obligation for any diminution in the value of the Property as a result of any unfavorable analysis, test, study, opinion or recommendation made to or for or reach by Buyer). If any inspection or test disturbs the Property and Buyer does not acquire the Property, Buyer will restore the Property to substantially the same condition as existed prior to any such inspection or test. Buyer and its agents, employees, and representatives may, upon not less than 24 hours prior telephonic notice to Seller, examine and make copies of all books and records and other materials relating to the condition of the Property in Seller’s possession at the office where such records are maintained. Any information provided to or obtained by Buyer with respect to the Property shall be subject to the provisions of Section 22(p) of this Agreement. The obligations of Buyer under this Section shall survive the termination of the Agreement. (d) Buyer may, with Seller’s input and consultation, retain a contractor or home inspector to prepare a report or reports describing the physical condition of the Property (collectively, the Purchasers “Third Party Inspection Report”), which Third Party Inspection Report shall adequately identify any necessary repairs, improvements or replacements, which shall include, without limitation, any replacement of items near the end or beyond its applicable useful life, and the estimated costs of such repairs, improvements or replacements (collectively, the “Necessary Repairs”). The person or entity preparing the Third Party Inspection Report must be licensed to perform such inspections in the jurisdiction where the Property is located, and may not be, or have ever been, owned or controlled by Buyer or an affiliate of Buyer or otherwise not at arm’s length from Buyer. Buyer will provide a copy of the Third Party Inspection Report to Seller prior to the expiration of the Due Diligence Period. If any Necessary Repairs are identified in the Third Party Inspection Report and subject to the limitations set forth below, Seller shall have the right to terminate (i) identify certain Excluded Properties, which Seller elects to exclude from the sale contemplated in this Agreement by Agreement, upon written notice delivered to Buyer at least two (2) business days before the Sellers in the event the PurchasersClosing Date, in which case the Purchasers’ sole discretionPurchase Price shall be reduced by the Assigned Home Value of such Excluded Properties; provided, are not satisfied with however, Seller shall have no right to designate Excluded Properties that result in a reduction of the Assets for any reason Purchase Price by more than ten percent (10%) without the written approval of Buyer; (ii) make the Necessary Repairs before or no reason), which reason after Closing and one hundred percent (or no reason100%) need not be specified in such notice, provided that such notice is delivered to of the Sellers and their counsel at estimated cost of the email addresses Necessary Repairs as set forth in Exhibit 1.8, on or prior to 5:00 p.m. (Pacific Time) on the Hard Date. Each Seller acknowledges and agrees that the Purchasers have no obligation to give the Sellers prior notice, or to negotiate Third Party Inspection Report shall be held in good faith with the Sellers regarding modifying the terms of this Agreement or the transactions contemplated hereby, before the Purchasers deliver the notice of termination contemplated escrow by the immediately preceding sentence to the email address listed Escrow Holder until such Necessary Repairs are completed as described in Section 1.8 of the Disclosure Letter. If such notice of termination is so delivered (i7(d)(1) on or before 5:00 p.m. (Pacific Time) on February 27below, 2012 (the “Commitment Date”), then the Purchasers shall be entitled to a refund of the Deposit minus an amount of Three Hundred Thousand Dollars ($300,000), which Three Hundred Thousand Dollars ($300,000) shall be paid to the Sellers, (ii) after 5:00 p.m. (Pacific Time) on the Commitment Date but on or before 5:00 p.m. (Pacific Time) on the Hard Date, then the Purchasers shall be entitled to a refund of the Deposit minus an amount of Six Hundred Thousand Dollars ($600,000), which Six Hundred Thousand Dollars ($600,000) shall be paid to the Sellers or (iii) reduce the Purchase Price as to each individual property by one-half (1/2) of the estimated cost of the repairs, improvements or replacements set forth in the Third Party Inspection Report. In all events, if Seller elects to make any Necessary Repairs, whether before or after 5:00 p.m. Closing, Seller shall be free to use such workmen, including “handymen” which Seller customarily uses for such type(s) of repairs, provided, however, that electrical repairs would be made or confirmed by a licensed electrician. In the event Seller elects to reduce the Purchase Price in accordance with (Pacific Timeiii) on above, Seller and Buyer agree that the Hard Date, then Purchase Price will not be reduced by an amount greater than five percent (5%) of the Purchasers Purchase Price without Seller’s written agreement. Normal wear and tear shall not be entitled to constitute grounds for a refund of reduction in the DepositPurchase Price. If the Purchasers do cost to make the repairs, improvements and/or replacements identified in the Third Party Inspection Report exceeds five percent (5%) of the Purchase Price, and Seller does not terminate this Agreement agree to reduce the Purchase Price by the identified cost of such repairs, improvements and replacements as set forth in the Third Party Inspection Report, then Buyer may, upon written notice to Seller and prior to Closing, elect to (i) close the transaction as contemplated with a five percent (5%) reduction of the Purchase Price or (ii) terminate this Agreement. If Buyer terminates this Agreement in accordance with this Section 1.8 or as otherwise provided herein7(d), then this Agreement will have no further force or effect, the parties will have no further obligations to each other (except for any indemnities or other provisions that expressly survive termination of this Agreement) and Escrow Holder shall refund the Deposit to Buyer. The reductions to the Purchase Price contemplated in this Section 7(d) are in addition to those contemplated in Section 5(b) and 5(c) of this Agreement. (1) If Seller elects to make the repairs contemplated in Section 7(d) above, a Purchase Price Escrow Repair Holdback amount of one hundred percent (100%) of the cost of the Necessary Repairs as set for in the Third Party Inspection Report, other than any Necessary Repairs amount attributable to any individual property(ies) which are excluded by either Buyer or Seller (the “Purchase Price Escrow Repair Holdback”) shall be withheld by the Escrow Holder until such time as Seller has completed all Necessary Repairs to Buyer’s reasonable satisfaction. Such Necessary Repairs shall be completed by Seller, at Seller’s sole cost and expense, not later than ninety (90) days after Closing (the “Holdback Repair Period”). Seller shall provide to Buyer invoices and related back-up documentation reasonably acceptable to Buyer pertaining to all Necessary Repairs, as well as photographs reasonably acceptable to Buyer depicting each and every item to be repaired before such repair has begun and after such repair has been completed. Purchase Price Holdback funds shall remain held by the Escrow Holder until all Necessary Repairs are completed to Buyer’s reasonable satisfaction. Upon the end of the Holdback Repair Period or sooner upon Buyer’s election, Buyer shall review the status of the Necessary Repairs and, if any repairs have been completed to Buyer’s reasonable satisfaction, Buyer shall at that time instruct the Escrow Holder to release funds pertaining to such completed repairs described in full force and effectthe Third Party Inspection Report. If after Buyer’s review of the Necessary Repairs Buyer determines that all of the Necessary Repairs have been completed during the Holdback Repair Period, any Purchase Price Escrow Repair Holdback funds remaining in Escrow Holder’s custody shall be released to Seller.

Due Diligence Period. The Parties hereby acknowledge that, as Section 17(A) of the Effective Date, Agreement is hereby deleted and replaced with the Purchasers following: "Inspections. Buyer shall have not yet had an opportunity to complete their Due Diligence Investigation and fully review and evaluate all aspects of this transaction and from the condition and suitability of the Assets. Accordingly, for the period (the “Due Diligence Period”) beginning on the Effective Date and continuing date hereof until 5:00 p.m. (Pacific TimeEST) on April 15May 6, 2012 2015 (the "Due Diligence Period") to perform whatever inspections it desires and otherwise satisfy itself that it desires to acquire the Premises. Notwithstanding the foregoing, the Buyer shall have until August 4, 2015 (the "Wetlands and Permitting Period") to obtain the Wetlands Approvals (as such date may be accelerated pursuant to Section 1.9, the “Hard Date”), defined herein) and notwithstanding any other provision Permits that specifically rely, or are specifically dependent (the "Wetlands Affected Permits") on the Wetlands Approval prior to the end of the Wetlands and Permitting Period. If Buyer is unable to obtain the Wetlands Approvals and Wetlands Affected Permits prior to the expiration of the Wetlands and Permitting Period, then Buyer shall have the right, at Buyer's election, to terminate this Agreement effective upon notice to Seller of the contraryexercise of said option and receive the Deposit back. If Buyer fails to give written notice to Seller on or before the expiration of the Wetlands and Permitting Period that Buyer is not satisfied with the inspections described herein, the Purchasers Buyer shall be deemed to have waived the right to terminate this Agreement by written notice pursuant to this Section 17A, all Deposits shall be deemed to be non-refundable to the Sellers in the event the Purchasers, in the Purchasers’ sole discretion, are not satisfied with the Assets for any reason (or no reason), which reason (or no reason) need not be specified in such notice, provided that such notice is delivered to the Sellers and their counsel at the email addresses set forth in Exhibit 1.8, on or prior to 5:00 p.m. (Pacific Time) on the Hard Date. Each Seller acknowledges and agrees that the Purchasers have no obligation to give the Sellers prior notice, or to negotiate in good faith with the Sellers regarding modifying the terms of this Agreement or the transactions contemplated hereby, before the Purchasers deliver the notice of termination contemplated by the immediately preceding sentence to the email address listed in Section 1.8 of the Disclosure Letter. If such notice of termination is so delivered (i) on or before 5:00 p.m. (Pacific Time) on February 27, 2012 (the “Commitment Date”), then the Purchasers shall be entitled to a refund of the Deposit minus an amount of Three Hundred Thousand Dollars ($300,000), which Three Hundred Thousand Dollars ($300,000) shall be paid to the Sellers, (ii) after 5:00 p.m. (Pacific Time) on the Commitment Date but on or before 5:00 p.m. (Pacific Time) on the Hard Date, then the Purchasers shall be entitled to a refund of the Deposit minus an amount of Six Hundred Thousand Dollars ($600,000), which Six Hundred Thousand Dollars ($600,000) shall be paid to the Sellers or (iii) after 5:00 p.m. (Pacific Time) on the Hard Date, then the Purchasers shall not be entitled to a refund of the DepositBuyer. If the Purchasers do not terminate this Agreement as set forth is terminated in accordance with this Section 1.8 or as otherwise provided herein17A, then this Agreement all Deposits paid by the Buyer, and all interest thereon, shall remain in full force be returned to Buyer, and effectthe parties shall have no further obligations to each other.

Due Diligence Period. The Parties hereby acknowledge that(a) As a condition to Buyer's obligation to close the transaction, as of Buyer shall have through the Effective Date, date that is sixty (60) days following the Purchasers have not yet had an opportunity to complete their Due Diligence Investigation and fully review and evaluate all aspects of this transaction and the condition and suitability of the Assets. Accordingly, for the period Kick-Off Date (the “Due Diligence Period”) beginning on to conduct due diligence of the Effective Date Property as Buyer deems appropriate, including but not limited to water, consumptive use, environmental, legal, financial and continuing until 5:00 p.m. other due diligence of the Property. Following the expiration of the Due Diligence Period, if Buyer has not terminated this Agreement, Buyer shall have an additional period of thirty (Pacific Time30) on April 15, 2012 days to complete due diligence investigations (as such date may be accelerated pursuant to Section 1.9, the “Hard DateAdditional Diligence Period”). If Buyer is not satisfied with the Property for any reason or no reason, and notwithstanding any other provision of this Agreement to the contraryin Buyer's sole discretion, the Purchasers shall have the right to then Buyer may terminate this Agreement by written notice to Seller on or before the Sellers in end of the event Additional Diligence Period, provided, however, that if Buyer elects to terminate during the PurchasersAdditional Diligence Period, in Buyer shall not receive the Purchasers’ sole discretionreturn of the Deposit, are not satisfied with the Assets for any reason (or no reason), which reason (or no reason) need not Deposit shall be specified in such notice, provided that such notice is delivered to Seller, and the Sellers and their counsel at parties shall be released from all further obligations hereunder. (b) Except as required by law, order, rule or regulation, until the email addresses set forth in Exhibit 1.8Due Diligence Kick-Off Date, on neither Buyer nor Seller shall disclose to any person publicly or prior to 5:00 p.m. (Pacific Time) on privately the Hard Date. Each Seller acknowledges and agrees that the Purchasers have no obligation to give the Sellers prior notice, or to negotiate in good faith with the Sellers regarding modifying the terms existence of this Agreement or the transactions contemplated hereby, before the Purchasers deliver the notice of termination contemplated by the immediately preceding sentence hereby except for disclosures to the email address listed in Section 1.8 parties' respective agents, contractors, engineers, surveyors, attorneys, and employees (each an “Authorized Person.” Following the Due Diligence Kick-Off Date, the parties may disclose the existence of and the parties to this Agreement, but shall continue keep the specific terms of this Agreement and all information obtained from the other party concerning this transaction confidential, except as required by law, order, rule or regulation and except for disclosures to Authorized Persons. The obligations of the Disclosure Letter. If parties under this subsection shall survive the Closing, expiration, or termination of this Agreement; provided, however, if the Closing occurs, this provision shall no longer apply to Buyer. (c) On or before ten (10) days following the Effective Date, Seller shall provide Buyer with copies of the following documents, to the extent such notice of termination is so delivered documents are in Seller’s possession or control: (i) on or before 5:00 p.m. (Pacific Time) on February 27all water stock certificates, 2012 (the “Commitment Date”)water diversion records, then the Purchasers shall be entitled to well permits and a refund of the Deposit minus an amount of Three Hundred Thousand Dollars ($300,000), which Three Hundred Thousand Dollars ($300,000) shall be paid to the Sellerswell pumping history, (ii) after 5:00 p.m. historical farming and yield information, (Pacific Timeiii) spraying and fertilization records for the prior three (3) years, (iv) all existing engineering reports and crop records, (v) energy bills for the past three (3) years, (vi) all prior environmental audits and appraisals, (vii) all written leases, licenses or occupancy agreements affecting the Property (or, if there are any oral leases or occupancy agreements affecting the Property, a written summary of the relevant terms of such oral agreements, including the term and the rental amount), (viii) all permits affecting the Property, (ix) all contracts affecting the Property, (x) a list of irrigation equipment, (xi) copies of all Dry-Up Covenants related to the Dry-Up Shares, and (xi) all other reports pertaining to the Property or the Water Rights. In addition, within fourteen (14) days following the Effective Date, Seller shall provide a historical use affidavit with respect to the Water Rights in a form reasonably acceptable to Seller. In addition to the foregoing documents, Seller shall afford Buyer access to such documents and information regarding the Property in Seller’s possession as Buyer may reasonably request. Seller shall also cooperate with and assist Buyer to obtain records that Buyer reasonably deems necessary for Buyer to evaluate the quantity, quality and consumptive use of the Water Rights and farming history on the Commitment Date but Property, and shall sign a release on a form prepared by Buyer and reasonably acceptable to Seller to have such records released to Buyer. (d) If Buyer is not satisfied with the Property for any reason or no reason, in Buyer's sole discretion, then Buyer may terminate this Agreement by written notice to Seller on or before 5:00 p.m. the end of the Due Diligence Period, whereupon the Deposit shall be returned to Buyer and the parties shall be released from all further obligations hereunder, other than those which specifically survive termination of this Agreement. Upon the expiration of the Due Diligence Period, if Buyer has not terminated this Agreement in accordance with this paragraph, the Deposit shall be non-refundable to Buyer except in the event of a Seller default or as otherwise expressly provided herein. (Pacific Timee) Following the Effective Date and through the Closing or until earlier termination of the Agreement, Buyer and Buyer's authorized representatives may enter upon the Property for any lawful purpose, including but not limited to surveying, water rights and consumptive use evaluation, soil testing, engineering studies, and other inspections of the Property; provided, however, Buyer shall not damage any growing crops on the Hard Date, then the Purchasers shall be entitled to a refund Property or unreasonably interfere with Seller’s use and operation of the Deposit minus an amount Property. (f) Buyer shall not permit claims or liens of Six Hundred Thousand Dollars ($600,000any kind against the Property for inspections, tests, studies or work performed on the Property at Buyer’s request and Buyer agrees to indemnify, protect and hold Seller harmless from and against any liability, damage, cost or expense incurred by Seller and caused by any such inspection, test, study work, claim, or lien. This indemnity includes Seller’s right to recover all costs and expenses incurred by Seller to defend against any such liability, damage, cost or expense, or to enforce this Section 4(g), which Six Hundred Thousand Dollars ($600,000including Seller’s reasonable attorney fees, legal fees and expenses. Buyer shall further indemnify, defend and hold Seller harmless against any claims of any person for personal injuries or property damage caused by the presence of Buyer, or Buyer’s contractor or agents, on the Property or any work or service performed by Buyer or by any person acting by, through or under Buyer; provided however, Buyer shall not be liable for any damages incurred by Seller resulting from Seller’s negligence or from the mere discovery by Buyer of a pre-existing condition at or with regard to the Property. In the event Buyer does not purchase the Property, Buyer shall promptly correct any adverse condition or damage to the Property caused by any inspection, test, work or service performed by Buyer or any person acting by, through or under Buyer. The provisions of this Section 4(g) shall survive the termination of this Agreement. (g) During the Due Diligence Period, Buyer and Seller will agree upon a form of partial relinquishment of surface rights with respect to Seller’s reserved Minerals (the “Relinquishment”) providing that, following Closing, Seller will not (i) impair any structures, improvements or appurtenances located or to be paid to located on the Sellers Property, (ii) impair the lateral or sub-adjacent support of the Property, or (iii) after 5:00 p.m. (Pacific Time) on the Hard Date, then the Purchasers shall not be entitled to a refund unreasonably interfere with Grantor's operations or use of the Depositsurface of the Property. If The Relinquishment shall be recorded in the Purchasers do not terminate this Agreement as set forth real property records in this Section 1.8 each of the Counties at Closing. (h) During the Due Diligence Period and the Additional Due Diligence Period, Buyer and Seller shall cooperate and use commercially reasonable efforts to obtain an estoppel or as otherwise provided herein, then this Agreement shall remain other documentation from each of the Water Companies in full force forms acceptable to Buyer certifying that: (i) all assessments due with respect to the Certificated Water Rights are paid in full; (ii) the Certificated Water Rights are validly issued and effectoutstanding in the name of Seller; and (iii) the Water Companies will permit the transfer of the Certificated Water Rights to Buyer.

Due Diligence Period. The Parties hereby acknowledge In the event that, as during the Due Diligence Period, Buyer elects in its sole and absolute discretion to proceed to Closing in accordance with the terms of this Agreement, Buyer shall give Seller and Escrow Agent written notice on or before 5:00 p.m. on the last day of the Effective Date, the Purchasers have not yet had an opportunity to complete their Due Diligence Investigation and fully review and evaluate all aspects Period of this transaction and the condition and suitability of the Assets. Accordingly, for the period such election (the “Go Forward Notice”), whereupon Buyer shall have no further right under this Section 3.6 to terminate the Agreement. For the avoidance of doubt, a Go Forward Notice shall be deemed invalid and ineffective to evidence Buyer’s election to proceed to Closing in accordance with the terms of this Agreement if such notice contains any conditions to Buyer’s obligations hereunder which are not already expressly contemplated by this Agreement. In the event that Buyer has not given the Go Forward Notice to Seller and Escrow Agent on or before 5:00 p.m. on the last day of the Due Diligence Period”) beginning on the Effective Date , then this Agreement shall be deemed to have been terminated for all purposes, except for Buyer’s continuing liability as described in Sections 3.3, 3.4, 9.7 and continuing until 5:00 p.m. (Pacific Time) on April 15, 2012 (as such date may be accelerated pursuant to Section 1.9, the “Hard Date”), and notwithstanding any other provision 10.11 of this Agreement. If the Agreement is not terminated as aforesaid, Buyer shall continue to the contrary, the Purchasers shall have the right after expiration of the Due Diligence Period to conduct further Due Diligence regarding the Property. However, no such Due Diligence shall provide Buyer with any additional right to terminate this Agreement by written notice to the Sellers in the event the Purchaserson account thereof, in the Purchasers’ sole discretion, are not satisfied with the Assets for any reason (or no reason), which reason (or no reason) need not be specified in such notice, except as otherwise expressly provided that such notice is delivered to the Sellers and their counsel at the email addresses set forth in Exhibit 1.8, on or prior to 5:00 p.m. (Pacific Time) on the Hard Date. Each Seller acknowledges and agrees that the Purchasers have no obligation to give the Sellers prior notice, or to negotiate in good faith with the Sellers regarding modifying the terms of this Agreement or the transactions contemplated hereby, before the Purchasers deliver the notice of termination contemplated by the immediately preceding sentence to the email address listed in Section 1.8 of the Disclosure Letter. If such notice of termination is so delivered (i) on or before 5:00 p.m. (Pacific Time) on February 27, 2012 (the “Commitment Date”), then the Purchasers shall be entitled to a refund of the Deposit minus an amount of Three Hundred Thousand Dollars ($300,000), which Three Hundred Thousand Dollars ($300,000) shall be paid to the Sellers, (ii) after 5:00 p.m. (Pacific Time) on the Commitment Date but on or before 5:00 p.m. (Pacific Time) on the Hard Date, then the Purchasers shall be entitled to a refund of the Deposit minus an amount of Six Hundred Thousand Dollars ($600,000), which Six Hundred Thousand Dollars ($600,000) shall be paid to the Sellers or (iii) after 5:00 p.m. (Pacific Time) on the Hard Date, then the Purchasers shall not be entitled to a refund of the Deposit. If the Purchasers do not terminate this Agreement as set forth elsewhere in this Section 1.8 or as otherwise provided herein, then this Agreement shall remain in full force and effectAgreement.

Due Diligence Period. The Parties hereby acknowledge that, as of (a) Buyer will have a period commencing on the Effective DateDate and ending at 6:00 PM Pacific Time on June 30, the Purchasers have not yet had an opportunity to complete their Due Diligence Investigation and fully review and evaluate all aspects of this transaction and the condition and suitability of the Assets. Accordingly, for the period 2015 (the “Due Diligence Period”) beginning on to examine, inspect, and investigate the Property and, in Buyer’s sole judgment and discretion, to determine whether Buyer desires to purchase the Property. Buyer shall submit a notice to Seller confirming Buyer has received all Property Information. If Seller fails to provide all necessary documents to Buyer within 30 days of the Effective Date and continuing until 5:00 p.m. Date, Buyer may terminate this Agreement. (Pacific Timeb) Buyer may terminate this Agreement for any or no reason by giving written notice of such termination to Seller on April 15, 2012 (as such date may be accelerated or before the last day of the Due Diligence Period. If this Agreement is terminated pursuant to this Section 1.97, the “Hard Date”)Deposit shall be immediately refunded to Buyer, and notwithstanding neither party shall have any further liability or obligation to the other under this Agreement except for the indemnity provisions set forth in Section 7(c) of this Agreement and any other provision of this Agreement that is expressly intended to survive the termination of this Agreement. In the event this Agreement is terminated during the Due Diligence Period, Escrow Holder shall return Buyer’s Deposit immediately and Seller shall not cause Escrow Holder to delay the return of the Deposit to Buyer for any reason. If Buyer does not elect to exercise its right to terminate this Agreement during the Due Diligence Period, then Buyer shall notify Seller of Buyer’s intention to acquire the Property before the expiration of the Due Diligence Period. If Buyer does not, before the expiration of the Due Diligence Period, either affirmatively notify Seller of its desire to acquire the Property or send a termination notice to Seller, then Buyer will be deemed to have elected to terminate this Agreement. If Buyer elects to proceed to purchase the Property, and this Agreement is not terminated or deemed terminated before the expiration of the Due Diligence Period, then the Deposit shall be non-refundable except in the event of a default hereunder by Seller. (c) Subject to the contraryrights of tenants under the Leases, Seller will provide to Buyer reasonable access to the Property for the purpose of examining any or all aspects thereof, including conducting on a non-destructive basis, surveys, architectural, engineering, non-invasive geo-technical and environmental inspections and tests, and any other inspections, studies, or tests reasonably required by Buyer. Buyer shall give Seller reasonable notice by telephone or e-mail before entering onto any of the properties that comprise the Property to perform inspections or tests, and in the case of tests (i) Buyer shall specify to Seller the precise nature of the test to be performed, and (ii) Seller may require, as a condition precedent to Buyer’s right to perform any such test, that Buyer deliver Seller evidence of public liability and other appropriate insurance naming Seller as an additional insured thereunder. Such examination of the physical condition of the Property, including the Third Party Inspection Report (defined in Section 7(d) below) may include an examination for the presence or absence of hazardous or toxic materials, substances or wastes, which shall be performed or arranged by Buyer at Buyer’s sole expense. Buyer shall keep the Property free and clear of any liens and will indemnify, protect, defend, and hold each Seller Related Party (defined below) harmless from and against all losses, costs, damages, claims, liabilities and expenses (including reasonable attorneys’ fees and court costs) (collectively, “Losses”) arising from damage to the Property and injury to persons asserted against or incurred by any Seller Related Party as a result of such entry by Buyer, its agents, employees or representatives (except that Buyer shall have no liability or indemnity obligation for any diminution in the value of the Property as a result of any unfavorable analysis, test, study, opinion or recommendation made to or for or reach by Buyer). If any inspection or test disturbs the Property and Buyer does not acquire the Property, Buyer will restore the Property to substantially the same condition as existed prior to any such inspection or test. Buyer and its agents, employees, and representatives may, upon not less than 24 hours prior telephonic notice to Seller, examine and make copies of all books and records and other materials relating to the condition of the Property in Seller’s possession at the office where such records are maintained. Any information provided to or obtained by Buyer with respect to the Property shall be subject to the provisions of Section 22(p) of this Agreement. The obligations of Buyer under this Section shall survive the termination of the Agreement. (d) Buyer may retain a contractor or home inspector to prepare a report or reports describing the physical condition of the Property (collectively, the Purchasers “Third Party Inspection Report”), which Third Party Inspection Report shall adequately identify any necessary repairs or improvements and the estimated costs of such repairs or improvements (collectively, the “Necessary Repairs”). The person or entity preparing the Third Party Inspection Report must be licensed to perform such inspections in the jurisdiction where the Property is located, and may not be, or have ever been, owned or controlled by Buyer or an affiliate of Buyer or otherwise not at arm’s length from Buyer. Buyer will provide a copy of the Third Party Inspection Report to Seller prior to the expiration of the Due Diligence Period. If any Necessary Repairs are identified in the Third Party Inspection Report, then, so long as the estimated cost of the Necessary Repairs does not exceed five percent (5%) of the Assigned Home Value for the identified Property in need of the Necessary Repairs (collectively, the “Necessary Repair Property”), Seller shall have the right to terminate either (i) make the Necessary Repairs after Closing and the estimated cost of the Necessary Repairs, as set forth in the Third Party Inspection Report or an amount mutually agreed upon by Buyer and Seller, shall be held in escrow by the Escrow Holder until such Necessary Repairs are completed by Seller within forty-five (45) days after Closing, or (ii) reduce the Purchase Price by the estimated cost of the repairs or replacements set forth in the Third Party Inspection Report for the Necessary Repair Property. Normal wear and tear shall not constitute grounds for a reduction in the Purchase Price. Notwithstanding anything stated to the contrary in Section 5(c) above or elsewhere in this Agreement by Agreement, if the cost to make the repairs and replacements identified in the Third Party Inspection Report exceeds five percent (5%) of the Assigned Home Value for any applicable Necessary Repair Property, and Buyer and Seller do not otherwise mutually agree upon an amount to allocate to the Necessary Repairs for the applicable Necessary Repair Property, then Buyer may, upon written notice to the Sellers in the event the Purchasers, in the Purchasers’ sole discretion, are not satisfied with the Assets for any reason (or no reason), which reason (or no reason) need not be specified in such notice, provided that such notice is delivered Seller and prior to the Sellers and their counsel at the email addresses set forth in Exhibit 1.8, on or prior to 5:00 p.m. (Pacific Time) on the Hard Date. Each Seller acknowledges and agrees that the Purchasers have no obligation to give the Sellers prior notice, or to negotiate in good faith with the Sellers regarding modifying the terms of this Agreement or the transactions contemplated hereby, before the Purchasers deliver the notice of termination contemplated by the immediately preceding sentence to the email address listed in Section 1.8 end of the Disclosure Letter. If such notice of termination is so delivered Due Diligence Period, elect to (i) on or before 5:00 p.m. (Pacific Time) on February 27, 2012 (proceed with the “Commitment Date”), then the Purchasers shall be entitled to a refund closing of the Deposit minus transaction as contemplated in this Agreement with a reduction in the Purchase Price in an amount of Three Hundred Thousand Dollars ($300,000), which Three Hundred Thousand Dollars ($300,000) shall be paid equal to the Sellersproduct of five percent (5%) and the Assigned Home Value for the applicable Necessary Repair Property, (ii) after 5:00 p.m. (Pacific Time) on exclude such Necessary Repair Property from the Commitment Date but on or before 5:00 p.m. (Pacific Time) on the Hard DateProperty being acquired in accordance with this Agreement, then the Purchasers shall be entitled to a refund of the Deposit minus an amount of Six Hundred Thousand Dollars ($600,000), which Six Hundred Thousand Dollars ($600,000) shall be paid to the Sellers or (iii) after 5:00 p.m. (Pacific Time) on the Hard Date, then the Purchasers shall not be entitled to a refund of the Depositterminate this Agreement. If the Purchasers do not terminate Buyer terminates this Agreement as set forth in accordance with this Section 1.8 or as otherwise provided herein7(d), then this Agreement will have no further force or effect, the parties will have no further obligations to each other (except for any indemnities or other provisions that expressly survive termination of this Agreement) and Escrow Holder shall remain refund the Deposit to Buyer. The reductions to the Purchase Price contemplated in full force this Section 7(d) are in addition to those contemplated in Section 5(b) and effect5(c) of this Agreement. (e) Notwithstanding any provision to the contrary set forth herein, in addition to the rights set forth in Sections 5(c), 5(b) and 7(d), at any time during the Due Diligence Period, Buyer may in its sole discretion, elect to designate specified properties from the properties identified on Exhibit A as Excluded Properties as defined in Section 5(c), subject to Seller’s prior written consent, which consent shall not be unreasonably withheld or delayed, if Buyer elects to purchase fewer than 90% of the properties that comprise the Property. In the event of such an election, Buyer shall deliver to Seller a notice stating which properties it has designated as Excluded Properties no later than fifteen (15) days prior to the end of the Due Diligence Period (the “Notice to Seller”). Upon delivery of the Notice to Seller, the designated properties described in the Notice to Seller shall be Excluded Properties, and the terms of Section 5(c) shall apply with respect thereto.

Due Diligence Period. The Parties hereby acknowledge that, as of (a) Buyer will have a period commencing on the Effective DateDate and ending at 6:00 PM Pacific Time on December 15, the Purchasers have not yet had an opportunity to complete their Due Diligence Investigation and fully review and evaluate all aspects of this transaction and the condition and suitability of the Assets. Accordingly, for the period 2013 (the “Due Diligence Period”) beginning to examine, inspect, and investigate the Property and, in Buyer’s sole judgment and discretion, to determine whether Buyer desires to purchase the Property. (b) Buyer may terminate this Agreement for any or no reason by giving written notice of such termination to Seller on or before the Effective Date and continuing until 5:00 p.m. (Pacific Time) on April 15, 2012 (as such date may be accelerated last day of the Due Diligence Period. If this Agreement is terminated pursuant to this Section 1.97, upon written instruction to Escrow (which neither party shall withhold in bad faith) the “Hard Date”)Deposit shall be immediately refunded to Buyer, and notwithstanding neither party shall have any further liability or obligation to the other under this Agreement except for the indemnity provisions set forth in Section 7(c) of this Agreement and any other provision of this Agreement that is expressly intended to survive the contrarytermination of this Agreement. In the event this Agreement is terminated in accordance with the terms of this section 7(b). Escrow shall, upon receipt of joint written instructions directing the Purchasers return of the Deposit to Buyer (which neither party shall have withhold in bad faith), return Buyer’s Deposit immediately and Seller agrees to not cause Escrow to delay the return of the Deposit to Buyer in bad faith. If Buyer does not elect to exercise its right to terminate this Agreement during the Due Diligence Period, then Buyer shall notify Seller of Buyer’s intention to acquire the Property before the expiration of the Due Diligence Period. If Buyer does not, before the expiration of the Due Diligence Period, either affirmatively notify Seller of its desire to acquire the Property or send a termination notice to Seller, then Buyer will be deemed to have elected to terminate this Agreement. If Buyer elects to proceed to purchase the Property, and this Agreement is not terminated or deemed terminated before the expiration of the Due Diligence Period, then the Deposit shall be non-refundable except in the event of a default hereunder by Seller. (c) Subject to the rights of tenants under the Leases, Seller will provide to Buyer reasonable access to the Property for the purpose of examining any or all aspects thereof, including conducting on a non-destructive basis, surveys, architectural, engineering, non-invasive geo-technical and environmental inspections and tests, and any other inspections, studies, or tests reasonably required by Buyer. Buyer shall give Seller reasonable notice by telephone or e-mail before entering onto any of the properties that comprise the Property to perform inspections or tests, and in the case of tests (i) Buyer shall specify to Seller the precise nature of the test to be performed, and (ii) Seller may require, as a condition precedent to Buyer’s right to perform any such test, that Buyer deliver Seller evidence of public liability and other appropriate insurance naming Seller as an additional insured thereunder. Such examination of the physical condition of the Property, including the Third Party Inspection Report (defined in Section 7(d) below) may include an examination for the presence or absence of hazardous or toxic materials, substances or wastes, which shall be performed or arranged by Buyer at Buyer’s sole expense. Buyer shall keep the Property free and clear of any liens and will indemnify, protect, defend, and hold each Seller Related Party (defined below) harmless from and against all losses, costs, damages, claims, liabilities and expenses (including reasonable attorneys’ fees and court costs) (collectively, “Losses”) arising from damage to the Property and injury to persons asserted against or incurred by any Seller Related Party as a result of such entry by Buyer, its agents, employees or representatives (except that Buyer shall have no liability or indemnity obligation for any diminution in the value of the Property as a result of any unfavorable analysis, test, study, opinion or recommendation made to or for or reach by Buyer). If any inspection or test disturbs the Property and Buyer does not acquire the Property, Buyer will restore the Property to substantially the same condition as existed prior to any such inspection or test. Buyer and its agents, employees, and representatives may, upon not less than twenty four (24) hours prior telephonic notice to Seller, examine and make copies of all books and records and other materials relating to the condition of the Property in Seller’s possession at the office where such records are maintained. Any information provided to or obtained by Buyer with respect to the Property shall be subject to the provisions of Section 22(p) of this Agreement. The obligations of Buyer under this Section shall survive the termination of the Agreement. (d) The Purchase Price Holdback shall be disposed of as follows: (1) Buyer may retain at Buyer’s expense a contractor or home inspector to prepare a report or reports and deliver the same to Seller no later than ninety (90) days after Closing, describing the physical condition of the Property and identifying any necessary repairs or improvements necessary to bring the Property into compliance with the applicable local building code and/or rent ready condition (“Third Party Inspection Report”). The person or entity preparing the Third Party Inspection Report must be (i) a licensed contractor or otherwise qualified to perform such inspections in the jurisdiction where the Property is located; (ii) qualified by experience to remodel and repair properties of the type comprising the Property; and (iii) may not be, or have ever been, owned or controlled by Buyer or an affiliate of Buyer. Buyer will provide a copy of the Third Party Inspection Report to Seller, when finalized. (2) As to each parcel comprising the Property, if the sum of the reasonably estimated costs identified in the Third Party Inspection Report for any three (3) or fewer repair items exceeds One Thousand and 00/100 Dollars ($1,000.00), then that sum shall be deducted from the Purchase Price Holdback held in Escrow. In determining whether Seller is responsible for paying for any single repair item over $1,000.00 under this Section, small items may not be aggregated in order to reach the $1,000.00 threshold. (For example, if an electrical panel needs to be replaced at a cost of $1,200.00, Seller will bear the expense; if 20 electrical outlets need to be replaced at an individual cost of $60.00 – total of $1,200.00 – Seller will not bear the expense.) Notwithstanding the foregoing, in lieu the Purchase Price Holdback deduction discussed above, Seller may: (i) within fourteen (14) days of receipt of the Third Party Inspection Report, dispute the conclusions of such report, in which event, such dispute shall be resolved as stated below, or (ii) within fourteen (14) days of receipt of the Third Party Inspection Report (or the Second Third Party Inspection Report, as the case may be), elect by written notice to undertake repairs at the Sellers applicable property to the standard and quality customarily performed by Seller with respect to the houses that comprise the Property during the period of Seller’s ownership, and shall provide Buyer written notice upon the completion of such repairs, in which event: (A) Seller and Buyer shall cooperate at Seller’s expense to facilitate such repairs; (B) Seller shall commence repairs at some or all of such parcels no later than thirty (30) days after the receipt of such applicable report; (C) Seller shall complete such repairs not later than sixty (60) days of receipt of the applicable Third Party Inspection Report; and (D) upon the first to occur of (I) the completion by Seller of all such repairs undertaken by Seller, or (II) sixty (60) days after Seller’s receipt of the applicable Inspection Report, the parties shall direct the Escrow Holder to pay: (I) to Buyer from the Purchase Price Holdback the sum called for in subsection (d)(2) above, if any, and (II) the remaining balance of the Purchase Price Holdback, if any, to Seller. (3) Buyer shall be solely responsible for supervision of the contractor, and Seller shall not be liable for any additional costs that may be incurred above the amounts specified in the event the Purchasers, in the Purchasers’ sole discretion, are not satisfied Third Party Inspection Report. (4) If Seller disagrees with the Assets for conclusions of the Third Party Inspection Report with respect to any reason parcel of the Property, Seller shall so notify Buyer within fourteen (or no reason)14) days after actual receipt by Seller of a complete copy of the Third Party Inspection Report. In that event, which reason (or no reason) need not be specified in such notice, provided that such notice is delivered to the Sellers Buyer and their counsel at the email addresses set forth in Exhibit 1.8, on or prior to 5:00 p.m. (Pacific Time) on the Hard Date. Each Seller acknowledges and agrees that the Purchasers have no obligation to give the Sellers prior notice, or to shall negotiate in good faith to resolve Seller’s objections and come to agreement with the Sellers regarding modifying the terms of respect to all items for which Seller will be responsible in accordance with this Agreement or the transactions contemplated hereby, before the Purchasers deliver the notice of termination contemplated by the immediately preceding sentence Section 7(d). If Buyer and Seller cannot reach agreement with respect to the email address listed in Section 1.8 any parcel of the Disclosure LetterProperty, then Buyer and Seller shall designate a mutually agreeable third party home inspector or contractor to prepare a second Third Party Inspection Report to identify any necessary repairs and the cost to make such repairs (the “Second Third Party Inspection Report”). If such notice of termination is so delivered The person or entity preparing the Second Third Party Inspection Report must be (i) on a licensed contractor or before 5:00 p.m. (Pacific Time) on February 27, 2012 (otherwise qualified to perform such inspections in the “Commitment Date”), then jurisdiction where the Purchasers shall be entitled to a refund of the Deposit minus an amount of Three Hundred Thousand Dollars ($300,000), which Three Hundred Thousand Dollars ($300,000) shall be paid to the SellersProperty is located, (ii) after 5:00 p.m. qualified by experience to remodel and repair properties of the type comprising the Property, and (Pacific Timeiii) on may not be, or have ever been, owned or controlled by Buyer or Seller or an affiliate of Buyer or Seller. The determination of the Commitment Date but on or before 5:00 p.m. (Pacific Time) on the Hard Date, then the Purchasers Second Third Party Inspection Report shall be entitled to a refund binding on both parties, and Seller shall be responsible for the sum of the Deposit minus an amount of Six Hundred reasonably estimated costs identified in the Third Party Inspection Report for any three (3) or fewer repair items exceeding One Thousand and 00/100 Dollars ($600,000), which Six Hundred Thousand Dollars 1,000.00) in accordance with the terms of subsection ($600,000d)(2) shall be paid to the Sellers or (iii) after 5:00 p.m. (Pacific Time) on the Hard Date, then the Purchasers shall not be entitled to a refund of the Deposit. If the Purchasers do not terminate this Agreement as set forth in this Section 1.8 or as otherwise provided herein, then this Agreement shall remain in full force and effectabove.

Due Diligence Period. The Parties hereby acknowledge that, as of (a) Buyer will have a period commencing on the Effective Date, Date and ending at 6:00 PM Pacific Time on the Purchasers have not yet had an opportunity to complete their Due Diligence Investigation and fully review and evaluate date that is 45 days after Buyer has received all aspects of this transaction and the condition and suitability of the Assets. Accordingly, for the period Property Information set forth in Schedule 6(a)(3) (the “Due Diligence Period”) beginning on to examine, inspect, and investigate the Property and, in Buyer’s sole judgment and discretion, to determine whether Buyer desires to purchase the Property. If Buyer is acting diligently and in good faith to proceed with the consummation of the transaction contemplated by this Agreement, Seller will agree, upon the written request of Buyer, to extend the Due Diligence Period up to fourteen (14) days. Buyer agrees to submit a notice to Seller confirming Buyer has received all Property Information once received and the date of the notice will become the Effective Date and continuing until 5:00 p.m. Date. (Pacific Timeb) Buyer may terminate this Agreement for any or no reason by giving written notice of such termination to Seller on April 15, 2012 (as such date may be accelerated or before the last day of the Due Diligence Period. If this Agreement is terminated pursuant to this Section 1.97, the “Hard Date”)Deposit shall be immediately refunded to Buyer, and notwithstanding neither party shall have any further liability or obligation to the other under this Agreement except for the indemnity provisions set forth in Section 7(c) of this Agreement and any other provision of this Agreement that is expressly intended to survive the termination of this Agreement. In the event this Agreement is terminated Escrow Holder is required to return Buyer’s Deposit immediately and Seller agrees and will not cause Escrow Holder to delay the return of the Deposit to Buyer for any reason. If Buyer does not elect to exercise its right to terminate this Agreement during the Due Diligence Period, then Buyer shall notify Seller of Buyer’s intention to acquire the Property before the expiration of the Due Diligence Period. If Buyer does not, before the expiration of the Due Diligence Period, either affirmatively notify Seller of its desire to acquire the Property or send a termination notice to Seller, then Buyer will be deemed to have elected to terminate this Agreement. If Buyer elects to proceed to purchase the Property, and this Agreement is not terminated or deemed terminated before the expiration of the Due Diligence Period, then the Deposit shall be non-refundable except in the event of a default hereunder by Seller. (c) Subject to the contraryrights of tenants under the Leases, Seller will provide to Buyer reasonable access to the Property for the purpose of examining any or all aspects thereof, including conducting on a non-intrusive basis, surveys, architectural, engineering, non-invasive geo-technical and environmental inspections and tests, and any other inspections, studies, or tests reasonably required by Buyer. Buyer shall give Seller reasonable notice by telephone or e-mail before entering onto any of the properties that comprise the Property to perform inspections or tests, and in the case of tests (i) Buyer shall specify to Seller the precise nature of the test to be performed, and (ii) Seller may require, as a condition precedent to Buyer’s right to perform any such test, that Buyer deliver Seller evidence of public liability and other appropriate insurance naming Seller as an additional insured thereunder. Such examination of the physical condition of the Property, including the Third Party Inspection Report (defined in Section 7(d) below) may include an examination for the presence or absence of hazardous or toxic materials, substances or wastes, which shall be performed or arranged by Buyer at Buyer’s sole expense. Buyer shall keep the Property free and clear of any liens and will indemnify, protect, defend, and hold each Seller Related Party (defined below) harmless from and against all losses, costs, damages, claims, liabilities and expenses (including reasonable attorneys’ fees and court costs) (collectively, “Losses”) arising from damage to the Property and injury to persons asserted against or incurred by any Seller Related Party as a result of such entry by Buyer, its agents, employees or representatives (except that Buyer shall have no liability or indemnity obligation for any diminution in the value of the Property as a result of any unfavorable analysis, test, study, opinion or recommendation made to or for or reach by Buyer). If any inspection or test disturbs the Property and Buyer does not acquire the Property, Buyer will restore the Property to substantially the same condition as existed prior to any such inspection or test. Buyer and its agents, employees, and representatives may, upon not less than 24 hours prior telephonic notice to Seller, examine and make copies of all books and records and other materials relating to the condition of the Property in Seller’s possession at the office where such records are maintained. Any information provided to or obtained by Buyer with respect to the Property shall be subject to the provisions of Section 22(p) of this Agreement. The obligations of Buyer under this Section shall survive the termination of the Agreement. (d) Buyer may retain a contractor or home inspector to prepare a report or reports describing the physical condition of the Property (collectively, the Purchasers “Third Party Inspection Report”), which Third Party Inspection Report shall adequately identify any necessary repairs or replacements and the estimated costs of such repairs or replacements (collectively, the “Necessary Repairs”). The person or entity preparing the Third Party Inspection Report must be licensed to perform such inspections in the jurisdiction where the Property is located, and may not be, or have ever been, owned or controlled by Buyer or an affiliate of Buyer or otherwise not at arm’s length from Buyer. Buyer will provide a copy of the Third Party Inspection Report to Seller prior to the expiration of the Due Diligence Period. If any Necessary Repairs are identified in the Third Party Inspection Report and subject to the limitations set forth below, Seller shall have the right to terminate this Agreement by written notice to the Sellers in the event the Purchasers, in the Purchasers’ sole discretion, are not satisfied with the Assets for any reason (or no reason), which reason (or no reason) need not be specified in such notice, provided that such notice is delivered to the Sellers and their counsel at the email addresses set forth in Exhibit 1.8, on or prior to 5:00 p.m. (Pacific Time) on the Hard Date. Each Seller acknowledges and agrees that the Purchasers have no obligation to give the Sellers prior notice, or to negotiate in good faith with the Sellers regarding modifying the terms of this Agreement or the transactions contemplated hereby, before the Purchasers deliver the notice of termination contemplated by the immediately preceding sentence to the email address listed in Section 1.8 of the Disclosure Letter. If such notice of termination is so delivered (i) on or before 5:00 p.m. (Pacific Time) on February 27, 2012 (make the “Commitment Date”), then Necessary Repairs after Closing and the Purchasers shall be entitled to a refund estimated cost of the Deposit minus an amount of Three Hundred Thousand Dollars ($300,000), which Three Hundred Thousand Dollars ($300,000) shall be paid to the Sellers, (ii) after 5:00 p.m. (Pacific Time) on the Commitment Date but on or before 5:00 p.m. (Pacific Time) on the Hard Date, then the Purchasers shall be entitled to a refund of the Deposit minus an amount of Six Hundred Thousand Dollars ($600,000), which Six Hundred Thousand Dollars ($600,000) shall be paid to the Sellers or (iii) after 5:00 p.m. (Pacific Time) on the Hard Date, then the Purchasers shall not be entitled to a refund of the Deposit. If the Purchasers do not terminate this Agreement Necessary Repairs as set forth in the Third Party Inspection Report shall be held in escrow by the Escrow Holder until such Necessary Repairs are completed as described in Section 7(d)(1) below, or (ii) reduce the Purchase Price by the estimated cost of the repairs or replacements set forth in the Third Party Inspection Report. In the event Seller elects to reduce the Purchase Price, Seller and Buyer agree that the Purchase Price will not be reduced by an amount greater than ten percent (10%) of the Purchase Price without Seller’s written agreement. Normal wear and tear shall not constitute grounds for a reduction in the Purchase Price. If the cost to make the repairs and replacements identified in the Third Party Inspection Report exceeds ten percent (10%) of the Purchase Price, and Seller does not agree (i) to make the Necessary Repairs after Closing and escrow the cost of the Necessary Repairs, or (ii) to reduce the Purchase Price by the identified cost of such repairs and replacements as set forth in the Third Party Inspection Report, then Buyer may, upon written notice to Seller and prior to the end of the Due Diligence Period, elect to (i) close the transaction as contemplated with a ten percent (10%) reduction of the Purchase Price or (ii) terminate this Agreement. If Buyer terminates this Agreement in accordance with this Section 1.8 or as otherwise provided herein7(d), then this Agreement will have no further force or effect, the parties will have no further obligations to each other (except for any indemnities or other provisions that expressly survive termination of this Agreement) and Escrow Holder shall refund the Deposit to Buyer. The reductions to the Purchase Price contemplated in this Section 7(d) are subject to and limited by the Purchase Price reduction contemplated in Section 5(b) and the Excluded Properties limitation of Section 5(c) of this Agreement. (1) If Seller elects to make the Necessary Repairs contemplated in Section 7(d) above, a Purchase Price Escrow Repair Holdback amount of up to 10% of purchase price (the “Purchase Price Escrow Repair Holdback”) shall be withheld by the Escrow Holder until such time as Seller has completed all Necessary Repairs to Buyer’s reasonable satisfaction. Such Necessary Repairs shall be completed by Seller, at Seller’s sole cost and expense but in an amount not to exceed the Purchase Price Escrow Repair Holdback, not later than ninety (90) days after Closing (the “Holdback Repair Period”). Seller shall provide to Buyer invoices and related back-up documentation reasonably acceptable to Buyer pertaining to all Necessary Repairs, as well as photographs reasonably acceptable to Buyer depicting each and every item to be repaired before such repair has begun and after such repair has been completed. Purchase Price Escrow Repair Holdback funds shall remain held by the Escrow Holder until all Necessary Repairs are completed to Buyer’s reasonable satisfaction or the Purchase Price Escrow Repair Holdback funds are exhausted. Upon the end of the Holdback Repair Period or sooner upon Buyer’s election, Buyer shall review the status of the Necessary Repairs and, if any repairs have been completed to Buyer’s reasonable satisfaction, Buyer shall at that time instruct the Escrow Holder to release funds pertaining to such completed repairs described in full force and effectthe Third Party Inspection Report. If after Buyer’s review of the Necessary Repairs Buyer determines that all of the Necessary Repairs have been completed during the Holdback Repair Period, any Purchase Price Escrow Repair Holdback funds remaining in Escrow Holder’s custody shall be released to Seller.

Due Diligence Period. The Parties hereby acknowledge that, as of Buyer shall have the period commencing on the Effective Date, the Purchasers have not yet had an opportunity to complete their Due Diligence Investigation and fully review and evaluate all aspects Date of this transaction Agreement and the condition and suitability of the Assets. Accordinglyending on May 21, for the period 2010 (the “Due Diligence Period”) beginning to physically inspect the Property, review the economic data, underwrite the tenants and review the Leases, conduct appraisals, perform examinations of the physical condition of the Improvements, examine the Property for the presence of Hazardous Materials (as defined below), and to otherwise conduct such due diligence review of the Property and all of the items to be furnished by Seller to Buyer pursuant to Section 3.3 below, and all records and other materials related thereto as Buyer deems appropriate. Notwithstanding the foregoing, Buyer shall have the period commencing on the Effective Date and continuing until 5:00 p.m. (Pacific Time) on April 15, 2012 (as such date may be accelerated pursuant to Section 1.9, the “Hard Date”), and notwithstanding any other provision of this Agreement and ending on July 2, 2010 (the “Xxxxxxxx Due Diligence Period”) to perform environmental examinations and review the Xxxxxxxx Parcel with respect to those examinations. 3. Termination With Respect to the contraryXxxxxxxx Parcel. Section 3.5 of the Original Agreement is hereby amended by inserting the following at the end of the text: Further, the Purchasers Buyer shall have the right to terminate this Agreement by approve in Buyer’s sole and absolute discretion the Xxxxxxxx Parcel. On or before the last day of the Xxxxxxxx Due Diligence Period, Buyer shall provide written notice (“Xxxxxxxx Approval Notice”) to Seller and Escrow Holder that Buyer has approved the Xxxxxxxx Parcel. Buyer’s failure to provide an Initial Approval Notice upon the expiration of the Xxxxxxxx Due Diligence Period shall be deemed a disapproval of the Xxxxxxxx Parcel. At any time prior to the expiration of the Xxxxxxxx Due Diligence Period, Buyer may provide written notice to Seller and Escrow Holder disapproving of the Sellers in the event the Purchasers, in the Purchasers’ sole discretion, are not satisfied with the Assets for any reason Xxxxxxxx Parcel (or no reason“Xxxxxxxx Disapproval Notice”), which reason (or no reason) need not be specified in such notice, provided that such notice is delivered to the Sellers and their counsel at the email addresses set forth in Exhibit 1.8, on or prior to 5:00 p.m. (Pacific Time) on the Hard Date. Each Seller acknowledges and agrees that the Purchasers have no obligation to give the Sellers prior notice, or to negotiate in good faith with the Sellers regarding modifying the terms Upon giving of this Agreement a Xxxxxxxx Disapproval Notice or the transactions contemplated hereby, before the Purchasers deliver the notice of termination contemplated by the immediately preceding sentence to the email address listed in Section 1.8 deemed disapproval of the Disclosure Letter. If such notice of termination is so delivered (i) on or before 5:00 p.m. (Pacific Time) on February 27Xxxxxxxx Parcel, 2012 (the “Commitment Date”), then the Purchasers shall be entitled to a refund of the Deposit minus an amount of Three Hundred Thousand Dollars ($300,000), which Three Hundred Thousand Dollars ($300,000) shall be paid to the Sellers, (ii) after 5:00 p.m. (Pacific Time) on the Commitment Date but on or before 5:00 p.m. (Pacific Time) on the Hard Date, then the Purchasers shall be entitled to a refund of the Deposit minus an amount of Six Hundred Thousand Dollars ($600,000), which Six Hundred Thousand Dollars ($600,000) shall be paid to the Sellers or (iii) after 5:00 p.m. (Pacific Time) on the Hard Date, then the Purchasers shall not be entitled to a refund of the Deposit. If the Purchasers do not terminate this Agreement as set forth in this Section 1.8 or as otherwise provided herein, then this Agreement shall remain continue in full force and effect; provided however that this Agreement shall terminate with respect to the Xxxxxxxx Parcel and the Purchase Price shall be reduced by that portion of the Purchase Price allocated to the Xxxxxxxx Parcel as set forth in Schedule 1.3 hereto.

Due Diligence Period. The Parties hereby acknowledge that, as of (a) Buyer will have a period commencing on the Effective Date, Date and ending on the Purchasers have not yet had an opportunity to complete their Due Diligence Investigation and fully review and evaluate date that is 30 days after Buyer has received all aspects of this transaction and the condition and suitability of the Assets. Accordingly, for the period Property Information set forth in Schedule 6(a)(3) (the “Due Diligence Period”) beginning on to examine, inspect, and investigate the Property and, in Buyer’s sole judgment and discretion, to determine whether Buyer desires to purchase the Property. If Buyer is acting diligently and in good faith to proceed with the consummation of the transaction contemplated by this Agreement, Seller will agree, upon the written request of Buyer, to extend the Due Diligence Period up to fourteen (14) days. Buyer agrees to submit a notice to Seller confirming Buyer has received all Property Information once received and the date of the notice will become the Effective Date and continuing until 5:00 p.m. Date. (Pacific Timeb) Buyer may terminate this Agreement for any or no reason by giving written notice of such termination to Seller on April 15, 2012 (as such date may be accelerated or before the last day of the Due Diligence Period. If this Agreement is terminated pursuant to this Section 1.97, the “Hard Date”)Deposit shall be immediately refunded to Buyer, and notwithstanding neither party shall have any further liability or obligation to the other under this Agreement except for the indemnity provisions set forth in Section 7(c) of this Agreement and any other provision of this Agreement that is expressly intended to survive the termination of this Agreement. In the event this Agreement is terminated Escrow Agent is required to return Buyer’s Deposit immediately and Seller agrees and will not cause Escrow Agent to delay the return of the Deposit to Buyer for any reason. If Buyer does not elect to exercise its right to terminate this Agreement during the Due Diligence Period, then Buyer shall notify Seller of Buyer’s intention to acquire the Property before the expiration of the Due Diligence Period. If Buyer does not, before the expiration of the Due Diligence Period, either affirmatively notify Seller of its desire to acquire the Property or send a termination notice to Seller, then Buyer will be deemed to have elected to terminate this Agreement. If Buyer elects to proceed to purchase the Property, and this Agreement is not terminated or deemed terminated before the expiration of the Due Diligence Period, then the Deposit shall be non-refundable except in the event of a default hereunder by Seller. (c) Subject to the rights of tenants under the Leases, Seller will provide to Buyer reasonable access to the Property for the purpose of examining any or all aspects thereof, including conducting on a non-destructive basis, surveys, architectural, engineering, non-invasive geo-technical and environmental inspections and tests, and any other inspections, studies, or tests reasonably required by Buyer. Buyer shall give Seller reasonable notice by telephone or e-mail before entering onto any of the properties that comprise the Property to perform inspections or tests, and in the case of tests (i) Buyer shall specify to Seller the precise nature of the test to be performed, and (ii) Seller may require, as a condition precedent to Buyer’s right to perform any such test, that Buyer deliver Seller evidence of public liability and other appropriate insurance naming Seller as an additional insured thereunder. Such examination of the physical condition of the Property, including the Third Party Inspection Report (defined in Section 7(d) below) may include an examination for the presence or absence of hazardous or toxic materials, substances or wastes, which shall be performed or arranged by Buyer at Buyer’s sole expense. Unless required by federal, state or local law ordinance, Buyer will not disclose the results of the phase II environmental site assessment to Seller or any third party (except to Buyer’s lender, advisors, attorney and other third parties involved in this transaction contemplated hereby). Additionally, any contract related to the performance of the phase II environmental site assessment (including, without limitation, the contract with the Buyer’s environmental consultant), Buyer shall include a provisions stating that the party with whom Buyer is contracting is not permitted to make or disclose information to the Seller resulting from phase II environmental site assessment unless such disclosure is required by law. Buyer shall keep the Property free and clear of any liens and will indemnify, protect, defend, and hold each Seller Related Party (defined below) harmless from and against all losses, costs, damages, claims, liabilities and expenses (including reasonable attorneys’ fees and court costs) (collectively, “Losses”) arising from damage to the Property and injury to persons asserted against or incurred by any Seller Related Party as a result of such entry by Buyer, its agents, employees or representatives (except that Buyer shall have no liability or indemnity obligation for any diminution in the value of the Property as a result of any unfavorable analysis, test, study, opinion or recommendation made to or for or reach by Buyer). If any inspection or test disturbs the Property and Buyer does not acquire the Property, Buyer will restore the Property to substantially the same condition as existed prior to any such inspection or test. Notwithstanding any other provisions contained within this Agreement to the contrary, the Purchasers Buyer acknowledges that the Escrow Agent shall not be authorized to release the Deposit to Buyer until such time as the Buyer has restored any portion of the Property affected by Buyer’s inspections. Buyer and its agents, employees, and representatives may, upon not less than 24 hours prior telephonic notice to Seller, examine and make copies of all books and records and other materials relating to the condition of the Property in Seller’s possession at the office where such records are maintained. Any information provided to or obtained by Buyer with respect to the Property shall be subject to the provisions of Section 22(p) of this Agreement. The obligations of Buyer under this Section shall survive the termination of the Agreement. (d) Buyer may retain a contractor or home inspector to prepare a report or reports describing the physical condition of the Property (collectively, the “Third Party Inspection Report”), which Third Party Inspection Report shall adequately identify any necessary repairs or replacements and the estimated costs of such repairs or replacements (collectively, the “Necessary Repairs”). The person or entity preparing the Third Party Inspection Report must be licensed to perform such inspections in the jurisdiction where the Property is located, and may not be, or have ever been, owned or controlled by Buyer or an affiliate of Buyer or otherwise not at arm’s length from Buyer. Buyer will provide a copy of the Third Party Inspection Report to Seller prior to the expiration of the Due Diligence Period. If any Necessary Repairs are identified in the Third Party Inspection Report and subject to the limitations set forth below, Seller shall have the right to terminate this Agreement by written notice to the Sellers in the event the Purchasers, in the Purchasers’ sole discretion, are not satisfied with the Assets for any reason (or no reason), which reason (or no reason) need not be specified in such notice, provided that such notice is delivered to the Sellers and their counsel at the email addresses set forth in Exhibit 1.8, on or prior to 5:00 p.m. (Pacific Time) on the Hard Date. Each Seller acknowledges and agrees that the Purchasers have no obligation to give the Sellers prior notice, or to negotiate in good faith with the Sellers regarding modifying the terms of this Agreement or the transactions contemplated hereby, before the Purchasers deliver the notice of termination contemplated by the immediately preceding sentence to the email address listed in Section 1.8 of the Disclosure Letter. If such notice of termination is so delivered (i) on or before 5:00 p.m. (Pacific Time) on February 27, 2012 (make the “Commitment Date”), then Necessary Repairs after Closing and the Purchasers shall be entitled to a refund estimated cost of the Deposit minus an amount of Three Hundred Thousand Dollars ($300,000), which Three Hundred Thousand Dollars ($300,000) shall be paid to the Sellers, (ii) after 5:00 p.m. (Pacific Time) on the Commitment Date but on or before 5:00 p.m. (Pacific Time) on the Hard Date, then the Purchasers shall be entitled to a refund of the Deposit minus an amount of Six Hundred Thousand Dollars ($600,000), which Six Hundred Thousand Dollars ($600,000) shall be paid to the Sellers or (iii) after 5:00 p.m. (Pacific Time) on the Hard Date, then the Purchasers shall not be entitled to a refund of the Deposit. If the Purchasers do not terminate this Agreement Necessary Repairs as set forth in the Third Party Inspection Report shall be held in escrow by the Escrow Holder until such Necessary Repairs are completed as described in Section 7(d)(1) below, or (ii) reduce the Purchase Price by the estimated cost of the repairs or replacements set forth in the Third Party Inspection Report. In the event Seller elects to reduce the Purchase Price, Seller and Buyer agree that the Purchase Price will not be reduced by an amount greater than five percent (5%) of the Purchase Price without Seller’s written agreement. Normal wear and tear shall not constitute grounds for a reduction in the Purchase Price. If the cost to make the repairs and replacements identified in the Third Party Inspection Report exceeds five percent (5%) of the Purchase Price, and Seller does not agree to reduce the Purchase Price by the identified cost of such repairs and replacements as set forth in the Third Party Inspection Report, then Buyer may, upon written notice to Seller and prior to the end of the Due Diligence Period, elect to (i) close the transaction as contemplated with a five percent (5%) reduction of the Purchase Price or (ii) terminate this Agreement. If Buyer terminates this Agreement in accordance with this Section 1.8 or as otherwise provided herein7(d), then this Agreement will have no further force or effect, the parties will have no further obligations to each other (except for any indemnities or other provisions that expressly survive termination of this Agreement) and Escrow Holder shall refund the Deposit to Buyer. The reductions to the Purchase Price contemplated in this Section 7(d) are in addition to those contemplated in Section 5(b) and 5(c) of this Agreement. (1) If Seller elects to make the repairs contemplated in Section 7(d) above, a Necessary Repairs Escrow Holdback as set forth in the Third Party Inspection Report shall be held in escrow (the “Purchase Price Necessary Repairs Escrow Holdback”) shall be withheld by the Escrow Holder until such time as Seller has completed all Necessary Repairs to Buyer’s reasonable satisfaction. Such Necessary Repairs shall be completed by Seller, at Seller’s sole cost and expense, not later than ninety (90) days after Closing (the “Holdback Repair Period”). Seller shall provide to Buyer invoices and related back-up documentation reasonably acceptable to Buyer pertaining to all Necessary Repairs, as well as photographs reasonably acceptable to Buyer depicting each and every item to be repaired before such repair has begun and after such repair has been completed. Purchase Price Holdback funds shall remain held by the Escrow Holder until all Necessary Repairs are completed to Buyer’s reasonable satisfaction. Upon the end of the Holdback Repair Period or sooner upon Buyer’s election, Buyer shall review the status of the Necessary Repairs and, if any repairs have been completed to Buyer’s reasonable satisfaction, Buyer shall at that time instruct the Escrow Holder to release funds pertaining to such completed repairs described in full force and effectthe Third Party Inspection Report. If after Buyer’s review of the Necessary Repairs Buyer determines that all of the Necessary Repairs have been completed during the Holdback Repair Period, any Purchase Price Escrow Repair Holdback funds remaining in Escrow Holder’s custody shall be released to Seller.

Due Diligence Period. The Parties hereby acknowledge that, as of (a) Buyer will have a period commencing on the Effective Date, Date and ending at 6:00 PM Pacific Time on the Purchasers have not yet had an opportunity to complete their Due Diligence Investigation and fully review and evaluate date that is thirty (30) days after Buyer has received all aspects of this transaction and the condition and suitability of the Assets. Accordingly, for the period Property Information set forth in Schedule 6(a)(3) (the “Due Diligence Period”) beginning to examine, inspect, and investigate the Property and, in Buyer’s sole judgment and discretion, to determine whether Buyer desires to purchase the Property. However, if Buyer is acting diligently and in good faith to proceed with the consummation of the transaction contemplated by this Agreement, Seller shall agree, upon the written request of Buyer, to extend the Closing Date up to fourteen (14) business days. Seller shall deliver written notice to Buyer confirming that Seller has sent all Property Information. Buyer shall have seven (7) business days after receipt of such notice to (i) confirm its receipt of all Property Information or (ii) notify Seller of any missing Property Information. If Buyer notifies Seller of any missing Property Information within such seven (7) business day period, Seller shall have an additional five (5) business days to deliver such missing Property Information to Buyer. (b) Buyer may terminate this Agreement for any or no reason by giving written notice of such termination to Seller on or before the Effective Date and continuing until 5:00 p.m. (Pacific Time) on April 15, 2012 (as such date may be accelerated last day of the Due Diligence Period. If this Agreement is terminated pursuant to this Section 1.97, the “Hard Date”)Deposit shall be immediately refunded to Buyer, and notwithstanding neither party shall have any further liability or obligation to the other under this Agreement except for the indemnity provisions set forth in Section 7(c) of this Agreement and any other provision of this Agreement that is expressly intended to survive the termination of this Agreement. In the event this Agreement is terminated as provided for herein, Escrow Holder shall promptly return Buyer’s Deposit and Seller shall not cause Escrow Holder to delay the return of the Deposit to Buyer for any reason. If Buyer does not elect to exercise its right to terminate this Agreement during the Due Diligence Period, then Buyer shall notify Seller of Buyer’s intention to acquire the Property before the expiration of the Due Diligence Period. If Buyer does not, before the expiration of the Due Diligence Period, either affirmatively notify Seller of its desire to acquire the Property or send a termination notice to Seller, and such failure continues for five (5) business days thereafter, then Buyer will be deemed to have elected to terminate this Agreement. If Buyer elects to proceed to purchase the Property, and this Agreement is not terminated or deemed terminated before the expiration of the Due Diligence Period, then the Deposit shall be non-refundable except in the event of a default hereunder by Seller. (c) Subject to the contraryrights of tenants under the Leases, Seller will provide to Buyer reasonable access to the Property for the purpose of examining any or all aspects thereof, including conducting on a non-destructive basis, surveys, architectural, engineering, non-invasive geo-technical and environmental inspections and tests, and any other inspections, studies, or tests reasonably required by Buyer. Buyer shall give Seller reasonable notice by telephone or e-mail before entering onto any of the properties that comprise the Property to perform inspections or tests, and in the case of tests (i) Buyer shall specify to Seller the precise nature of the test to be performed, and (ii) Seller may require, as a condition precedent to Buyer’s right to perform any such test, that Buyer deliver Seller evidence of public liability and other appropriate insurance naming Seller as an additional insured thereunder. Such examination of the physical condition of the Property, including the Third Party Inspection Report (defined in Section 7(d) below) may include an examination for the presence or absence of hazardous or toxic materials, substances or wastes, which shall be performed or arranged by Buyer at Buyer’s sole expense. Buyer shall keep the Property free and clear of any liens and will indemnify, protect, defend, and hold each Seller Related Party (defined below) harmless from and against all losses, costs, damages, claims, liabilities and expenses (including reasonable attorneys’ fees and court costs) (collectively, “Losses”) arising from damage to the Property and injury to persons asserted against or incurred by any Seller Related Party as a result of such entry by Buyer, its agents, employees or representatives (except that Buyer shall have no liability or indemnity obligation for any diminution in the value of the Property as a result of any unfavorable analysis, test, study, opinion or recommendation made to or for or reach by Buyer). If any inspection or test disturbs the Property and Buyer does not acquire the Property, Buyer will restore the Property to substantially the same condition as existed prior to any such inspection or test. Buyer and its agents, employees, and representatives may, upon not less than 24 hours prior telephonic notice to Seller, examine and make copies of all books and records and other materials relating to the condition of the Property in Seller’s possession at the office where such records are maintained. Any information provided to or obtained by Buyer with respect to the Property shall be subject to the provisions of Section 22(p) of this Agreement. The obligations of Buyer under this Section shall survive the termination of the Agreement. (d) Buyer may retain a contractor or home inspector to prepare a report or reports describing the physical condition of the Property (collectively, the Purchasers “Third Party Inspection Report”), which Third Party Inspection Report shall adequately identify any necessary repairs or improvements and the estimated costs of such repairs or improvements (collectively, the “Necessary Repairs”). The person or entity preparing the Third Party Inspection Report must be licensed to perform such inspections in the jurisdiction where the Property is located, and may not be, or have ever been, owned or controlled by Buyer or an affiliate of Buyer or otherwise not at arm’s length from Buyer. Buyer will provide a copy of the Third Party Inspection Report to Seller prior to the expiration of the Due Diligence Period. If any Necessary Repairs are identified in the Third Party Inspection Report and subject to the limitations set forth below, Seller shall have the right to terminate this Agreement by written notice to the Sellers in the event the Purchasers, in the Purchasers’ sole discretion, are not satisfied with the Assets for any reason (or no reason), which reason (or no reason) need not be specified in such notice, provided that such notice is delivered to the Sellers and their counsel at the email addresses set forth in Exhibit 1.8, on or prior to 5:00 p.m. (Pacific Time) on the Hard Date. Each Seller acknowledges and agrees that the Purchasers have no obligation to give the Sellers prior notice, or to negotiate in good faith with the Sellers regarding modifying the terms of this Agreement or the transactions contemplated hereby, before the Purchasers deliver the notice of termination contemplated by the immediately preceding sentence to the email address listed in Section 1.8 of the Disclosure Letter. If such notice of termination is so delivered (i) on or before 5:00 p.m. (Pacific Time) on February 27, 2012 (make the “Commitment Date”), then Necessary Repairs after Closing and the Purchasers shall be entitled to a refund estimated cost of the Deposit minus an amount of Three Hundred Thousand Dollars ($300,000), which Three Hundred Thousand Dollars ($300,000) shall be paid to the Sellers, (ii) after 5:00 p.m. (Pacific Time) on the Commitment Date but on or before 5:00 p.m. (Pacific Time) on the Hard Date, then the Purchasers shall be entitled to a refund of the Deposit minus an amount of Six Hundred Thousand Dollars ($600,000), which Six Hundred Thousand Dollars ($600,000) shall be paid to the Sellers or (iii) after 5:00 p.m. (Pacific Time) on the Hard Date, then the Purchasers shall not be entitled to a refund of the Deposit. If the Purchasers do not terminate this Agreement Necessary Repairs as set forth in the Third Party Inspection Report shall be held in escrow by the Escrow Holder until such Necessary Repairs are completed by Seller within forty-five (45) days or (ii) reduce the Purchase Price by the estimated cost of the repairs or replacements set forth in the Third Party Inspection Report. In the event Seller elects to reduce the Purchase Price, Seller and Buyer agree that the Purchase Price will not be reduced by an amount greater than five percent (5%) of the Purchase Price without Seller’s written agreement. Normal wear and tear shall not constitute grounds for a reduction in the Purchase Price. If the cost to make the repairs and replacements identified in the Third Party Inspection Report exceeds five percent (5%) of the Purchase Price, and Seller does not agree to reduce the Purchase Price by the identified cost of such repairs and replacements as set forth in the Third Party Inspection Report, then Buyer may, upon written notice to Seller and prior to the end of the Due Diligence Period, elect to (i) close the transaction as contemplated with a five percent (5%) reduction of the Purchase Price or (ii) terminate this Agreement. If Buyer terminates this Agreement in accordance with this Section 1.8 or as otherwise provided herein7(d), then this Agreement will have no further force or effect, the parties will have no further obligations to each other (except for any indemnities or other provisions that expressly survive termination of this Agreement) and Escrow Holder shall remain refund the Deposit to Buyer. The reductions to the Purchase Price contemplated in full force this Section 7(d) are in addition to those contemplated in Section 5(b) and effect5(c) of this Agreement. (e) Notwithstanding any provision to the contrary set forth herein, in addition to the rights set forth in Sections 5(b), 5(c) and 7(d), at any time during the Due Diligence Period, Buyer may in its sole discretion, elect to designate specified properties from the properties identified on Exhibit A as Excluded Properties as defined in Section 5(c), with the understanding that Seller’s written consent is required if Buyer elects to buy fewer than eighty-five percent (85%) of the properties comprising the Property. In the event of such an election, Buyer shall deliver to Seller a notice stating which properties it has designated as Excluded Properties no later than two (2) days prior to the end of the Due Diligence Period (the “Notice to Seller”). Upon delivery of the Notice to Seller, the designated properties described in the Notice to Seller shall be Excluded Properties, and the terms of Section 5(c) shall apply with respect thereto.

Due Diligence Period. The Parties hereby acknowledge thatPurchaser shall have until 4:00 p.m., as of the Effective DateChicago, the Purchasers have not yet had an opportunity to complete their Due Diligence Investigation and fully review and evaluate all aspects of this transaction and the condition and suitability of the Assets. AccordinglyIllinois time on January 29, for the period 2019 (the “Due Diligence Period”) beginning on within which to inspect the Effective Date and continuing until 5:00 p.m. (Pacific Time) on April 15Property, 2012 (as such date may be accelerated pursuant obtain any necessary internal approvals to Section 1.9, the “Hard Date”)transaction, and notwithstanding any other provision of this Agreement satisfy itself as to all matters relating to the contraryMembership Interests and the Property, including, but not limited to, environmental, engineering, structural, financial, title and survey matters. If Purchaser determines (in its sole and absolute discretion) that the Purchasers shall have Membership Interests and/or the right Property are unsuitable for its purposes for any reason or no reason or otherwise determines (in its sole and absolute discretion) for any reason or no reason not to proceed to Closing, then Purchaser may terminate this Agreement by written notice to Seller given at any time prior to the Sellers expiration of the Due Diligence Period. If Purchaser so terminates this Agreement, then the Xxxxxxx Money shall be returned to Purchaser, at which time this Agreement shall, without further action of the parties, become null and void and neither party shall have any further rights or obligations under this Agreement, except for those which expressly survive termination of this Agreement. Purchaser’s failure to terminate this Agreement within the Due Diligence Period shall be deemed a waiver by Purchaser of the condition contained in this Section 8.1, and thereafter the event the Purchasers, in the Purchasers’ sole discretion, are not satisfied with the Assets for any reason (or no reason), which reason (or no reason) need Xxxxxxx Money shall not be specified in such notice, provided that such notice is delivered refunded to Purchaser except pursuant to another express provision of this Agreement. Notwithstanding anything to the Sellers contrary contained in this Agreement, by executing and their counsel at the email addresses set forth in Exhibit 1.8delivering this Agreement, on or prior to 5:00 p.m. (Pacific Time) on the Hard Date. Each Seller Purchaser acknowledges and agrees that the Purchasers Purchaser has elected to waive any right that Purchaser may have no obligation to give the Sellers prior notice, or to negotiate in good faith with the Sellers regarding modifying the terms of this Agreement or the transactions contemplated hereby, before the Purchasers deliver the notice of termination contemplated by the immediately preceding sentence to the email address listed in Section 1.8 of the Disclosure Letter. If such notice of termination is so delivered (i) on or before 5:00 p.m. (Pacific Time) on February 27, 2012 (the “Commitment Date”), then the Purchasers shall be entitled to a refund of the Deposit minus an amount of Three Hundred Thousand Dollars ($300,000), which Three Hundred Thousand Dollars ($300,000) shall be paid to the Sellers, (ii) after 5:00 p.m. (Pacific Time) on the Commitment Date but on or before 5:00 p.m. (Pacific Time) on the Hard Date, then the Purchasers shall be entitled to a refund of the Deposit minus an amount of Six Hundred Thousand Dollars ($600,000), which Six Hundred Thousand Dollars ($600,000) shall be paid to the Sellers or (iii) after 5:00 p.m. (Pacific Time) on the Hard Date, then the Purchasers shall not be entitled to a refund of the Deposit. If the Purchasers do not terminate this Agreement pursuant to this Section 8.1. Purchaser’s right of access and inspection pursuant to this Section 8.1 shall be governed by the Access and Indemnity Agreement dated as of December 17, 2018, a copy of which is attached to the Company Disclosure Letter as Exhibit P and which is incorporated by reference into this Agreement. Notwithstanding anything to the contrary set forth in this Section 1.8 or as otherwise provided hereinAgreement, then the Due Diligence Period is deemed to have expired, and Purchaser hereby waives its right to terminate this Agreement shall remain in full force pursuant to this Section 8.1, on the Effective Date and effectconcurrent with the execution of this Agreement by both Purchaser and Seller.

Due Diligence Period. The Parties hereby acknowledge that, as of (a) During the Effective Date, the Purchasers have not yet had an opportunity to complete their Due Diligence Investigation and fully review and evaluate all aspects of this transaction and the condition and suitability of the Assets. Accordingly, for the period (the “Due Diligence Period”) beginning on , Buyer shall, in good faith and with diligence, review and investigate the Effective Date economic, physical and continuing until 5:00 p.m. (Pacific Time) on April 15, 2012 (as such date may be accelerated pursuant to Section 1.9environmental condition of the Property, the “Hard Date”)character, quality and general utility of the Property, environmental and building requirements and restrictions applicable to the Property, the state of title to the Property, the Survey Plan, and notwithstanding any other provision of this Agreement the Leases, Contracts and Permits, all at Buyer's sole cost and expense. Buyer shall determine whether or not the Property is acceptable to Buyer within the contraryDue Diligence Period. If, during the Purchasers Due Diligence Period, Buyer determines that the Property is not acceptable, Buyer shall have the right to terminate this Agreement by giving written notice to the Sellers in the event the Purchasers, in the Purchasers’ sole discretion, are not satisfied with the Assets for any reason (or no reason), which reason (or no reason) need not be specified in such notice, provided that such notice is delivered to the Sellers Seller and their counsel at the email addresses set forth in Exhibit 1.8, on or prior to 5:00 p.m. (Pacific Time) on the Hard Date. Each Seller acknowledges and agrees that the Purchasers have no obligation to give the Sellers prior notice, or to negotiate in good faith with the Sellers regarding modifying the terms of this Agreement or the transactions contemplated hereby, before the Purchasers deliver the notice of termination contemplated by the immediately preceding sentence to the email address listed in Section 1.8 of the Disclosure Letter. If such notice of termination is so delivered (i) Owner on or before 5:00 p.m. (Pacific Time) on February 27, 2012 (the “Commitment Date”), then the Purchasers shall be entitled to a refund expiration of the Deposit minus an amount of Three Hundred Thousand Dollars ($300,000), which Three Hundred Thousand Dollars ($300,000) shall be paid to the Sellers, (ii) after 5:00 p.m. (Pacific Time) on the Commitment Date but on or before 5:00 p.m. (Pacific Time) on the Hard Date, then the Purchasers shall be entitled to a refund of the Deposit minus an amount of Six Hundred Thousand Dollars ($600,000), which Six Hundred Thousand Dollars ($600,000) shall be paid to the Sellers or (iii) after 5:00 p.m. (Pacific Time) on the Hard Date, then the Purchasers shall not be entitled to a refund of the DepositDue Diligence Period. If Buyer exercises the Purchasers do not right to terminate this Agreement as set forth in accordance with this Section 1.8 or as otherwise provided herein1.2, then this Agreement shall remain terminate as of the date such termination notice is given by Buyer, in which event the Deposit shall be returned to Buyer. If Buyer does not exercise the right to terminate this Agreement in accordance with this Section 1.2, this Agreement shall continue in full force and effect, and Buyer shall have no further right to terminate this Agreement pursuant to this Section 1.2. (b) Within five (5) days after the Effective Date, the Owner, with the cooperation of the Seller, shall deliver to Buyer copies of all of the Diligence Materials. No representation or warranty in respect of any Diligence Materials are or shall be deemed to be made or provided by either Seller or Owner. From the date of this Agreement to the Closing Date, Seller shall provide Buyer and Buyer's representatives with access to the Property at agreed-upon times during normal business hours on Business Days on not less than two (2) Business Days' prior notice to the Seller and Owner, for purposes consistent with Buyer's obligation to diligently conduct its due diligence investigation with respect to the Property. Buyer's written notice shall identify Buyer and/or Buyer's representatives entering the Property, as applicable, and shall detail the scope of the due diligence such party intends to conduct during its access to the Property. Seller shall have the right to have a representative present during any due diligence investigations conducted by Buyer at the Property. In no event shall Buyer conduct any invasive or destructive investigations or testing (including, without limitation, any "Phase II" environmental assessment). If Buyer exercises the right to terminate this Agreement in accordance with subparagraph (a) of this Section 1.2, Buyer shall, within five (5) days after the termination date, deliver to the Seller all copies of all Diligence Materials theretofore furnished by the Owner and/or Seller. (c) Buyer acknowledges and agrees that any and all inspections of the Property shall be conducted in a manner not unreasonably disruptive to Tenants or to the operation of the Property. With respect to meetings with Tenants and subtenants, Seller agrees to permit Buyer to meet with Tenants and subtenants of the Property; provided, however, that Buyer must provide the Seller and Owner with written notice of such said proposed meeting (which shall be arranged by Seller) at least two (2) Business Days prior thereto, and also provided that a representative of Seller, at Seller's election, is available for and is present at such meeting. (d) If required by the Title Company, or if Buyer so elects, within three (3) Business Days after the Effective Date, Buyer shall order a Survey Plan. Buyer acknowledges that it has received the Preliminary Report. (1) Buyer may, in accordance with the provisions in this Section 1.2(d), object to any title exception in the Preliminary Report. Buyer shall be deemed to have waived its right to object to any encumbrance or title exception or matter reflected on the Preliminary Report unless Buyer shall have given written notice to the Seller and Owner prior to the expiration of seven (7) Business Days after the Effective Date. If Buyer makes any such objection, Seller may, by giving written notice to Buyer within five (5) Business Days after the Seller and Owner's receipt of Buyer's objection, elect (A) to delay the Closing Date for not more than fifteen (15) days to give Seller an opportunity, at Seller's sole option, of either (i) attempting to remove any encumbrance or other title exception or matter which is not a Permitted Exception or (ii) providing the Title Company such assurances as the Title Company requires to insure Buyer against any loss arising from such encumbrance or other title exception or matter, or (B) elect to do neither (i) nor (ii). Seller shall be deemed to have elected not to attempt to remove any such objection unless Seller elects to remove any such objection by written notice timely delivered to Buyer in accordance with this Section 1.2(d)(1). Failure by Seller to give any such notice shall be deemed Seller's election to do neither (i) nor (ii). (2) Buyer shall be deemed to have waived its right to object to any new encumbrance or new title exception reflected on any update of the Preliminary Report unless Buyer shall have given written notice to the Seller and Owner prior to the expiration of three (3) Business Days after the receipt by Buyer of such update to the Preliminary Report. If Buyer makes any such objection, Seller may, by giving written notice to Buyer within three (3) Business Days after the Seller and Owner's receipt of Buyer's objection, elect (A) to delay the Closing Date for not more than fifteen (15) days to give Seller an opportunity, at Seller's sole option, of either (i) attempting to remove any such encumbrance, title exception or matter, or (ii) providing the Title Company such assurances as the Title Company requires to insure Buyer against any loss arising from such encumbrance, title exception or matter, or (B) elect to do neither (i) nor (ii). Seller shall be deemed to have elected not to attempt to remove any such objection unless Seller elects to remove any such objection by written notice timely delivered to Buyer in accordance with this Section 1.2(d)(2). Failure by Seller to give any such notice shall be deemed Seller's election to do neither (i) nor (ii). (3) If Seller elects (or is deemed to have elected) not to remove any of the objections raised by Buyer in accordance with subparagraphs (1) or (2) of this Section 1.2(d), Buyer shall have the right, by giving notice to the Seller and Owner within two (2) Business Days after the date Buyer receives notice of Seller's election not to remove, or the date Seller is deemed to have elected not to remove, the objection, either to terminate this Agreement (in which case the Deposit shall be returned to Buyer) or to withdraw such objection, in writing, and accept title to the Property subject to the title exception in question. If Buyer does not send written notice that it withdraws such objection in accordance with this Section 1.2(d)(3), Buyer shall be deemed to have waived such objection. (4) In no event shall Buyer have any right to object to matters disclosed by the Survey Plan after the expiration of the Due Diligence Period. (5) Prior to the expiration of the Due Diligence Period, Buyer shall obtain a title commitment from the Title Company setting forth the state of title and other terms and conditions upon which the Title Company is committed to issue the Title Policy effective upon the Closing. Buyer shall deliver a copy of such title commitment to Seller no later than two (2) business days after Buyer's receipt of such title commitment from the Title Company. (e) Buyer shall indemnify, defend and hold harmless the Seller Parties and Lender from and against all claims, demands, liabilities, losses, damages, costs and expenses, including reasonable attorneys' fees and disbursements, incurred, suffered or brought against any of such parties to the extent caused by or arising as a result of any acts or omissions of Buyer or any of the Buyer Parties relating to its investigations of the Property or any entry to the Property by any of the Buyer Parties. Buyer shall have no liability under this Article 1 for any diminishment in the value of the Property, or other losses, to the extent resulting solely from Buyer's mere discovery of any condition or circumstance with respect to the Property. The provisions of this Section 1.2(e) shall survive any termination of the Agreement and the Closing and delivery of the Deed. (f) On or before the expiration of the Due Diligence Period, Buyer shall notify Seller and Owner which, if any, of the Contracts that are terminable on not more than thirty (30) days notice Buyer elects to have terminated by the Closing Date. Buyer's failure to so notify Seller and Owner shall be deemed Buyer's election to assume such Contracts at Closing. (g) Buyer shall be deemed to have approved title to the Property as shown in the Preliminary Report (including any updates thereto) and the Survey Plan, unless Buyer objects to any title exception or any matter reflected thereon in accordance with the foregoing provisions of this Section 1.2(d). Notwithstanding the foregoing provisions of this Section 1.2 to the contrary, Buyer shall not be permitted to object to any Permitted Exceptions after the expiration of the Due Diligence Period.

Due Diligence Period. (a) During the Due Diligence Period, Buyer may enter the Real Property to conduct inspections of the Real Property and Improvements and review and analyze all materials, surveys, maps, reports, and other matters and information provided by Seller under this Contract. Buyer must notify Seller of Buyer's intention to enter the Real Property and Improvements at least 2 business days prior to each intended entry (which notice may be provided via email). No invasive testing or inspections may be performed without prior written approval of Seller, which approval may be withheld or given in Seller's sole and absolute discretion. Invasive testing shall include, without limitation, any so-called Phase 2 environmental site assessment. Seller may, at its option, have a representative present for each inspection or test. Buyer may not enter any Improvements except in accordance with the Leases and applicable law and only with prior notice to Seller specifying such intended entry. (b) Buyer may, in its sole discretion, elect to terminate this Contract for any or no reason by giving notice of termination to Seller at any time on or before April 20, 2017 (the period from the Effective Date through such later date being the Due Diligence Period). If no notice of termination is timely received by Seller, then this Contract remains in full force and effect and Buyer's right to terminate this Contract under this Section 3.2 is waived. Upon a timely termination under this Section 3.2: (i) the parties have no further rights, liabilities, or obligations under this Contract (other than those that expressly survive termination); and (ii) Closing Agent shall deliver the Exxxxxx Money as follows: (A) $350,000 of the Exxxxxx Money (the Released Funds) shall be delivered to Seller and Seller shall be irrevocably and unconditionally entitled to same; and (B) the remainder of the Exxxxxx Money shall be returned to Buyer. The Parties hereby acknowledge thatforegoing division of the Exxxxxx Money upon a termination under this Section is not intended to limit or affect a parties’ express rights to the Exxxxxx Money under other Sections of this Contract or the application of the Exxxxxx Money to the Purchase Price at Closing. After the expiration of the Due Diligence Period, Buyer is deemed to waive any defaults of Seller that arose prior to or during the Due Diligence Period of which Buyer has actual knowledge as of the Effective Date, the Purchasers have not yet had an opportunity to complete their Due Diligence Investigation and fully review and evaluate all aspects of this transaction and the condition and suitability expiration of the Assets. Accordingly, for the period (the “Due Diligence Period”, and any deficiencies in Seller’s representations and warranties of which Buyer has actual knowledge at such time. (c) beginning Buyer agrees that Buyer and all of its agents entering on the Effective Date Property shall carry commercial general liability insurance with limits of no less than $2,000,000.00 in the aggregate and continuing until 5:00 p.m. $1,000,000.00 per occurrence, insuring all activity and conduct of Buyer and such agents while exercising the right of access provided for in this Section. Such insurance shall be written on an occurrence basis, shall include a contractual liability endorsement that insures Buyer’s indemnity obligations hereunder, and shall name Seller and Seller’s property manager as additional insureds. Buyer hereby represents and warrants that it carries the insurance required under this paragraph. Prior to Buyer or any agent entering the Property, and upon request of Seller, Buyer will provide Seller with written evidence of the insurance required under this paragraph. (Pacific Timed) on April 15Buyer shall perform, 2012 and shall cause its agents, employees, and contractors to perform, all inspections and reviews of the Property so as not to cause any damage, loss, cost, or expense to, or claims against, Seller or the Property. Buyer shall, at its expense, promptly repair any damage to the Property caused by or attributable to Buyer's inspections, testing or other activities under this Section 3.2 to the condition existing immediately prior to the inspection or testing. Buyer shall indemnify, defend, and hold harmless Seller, and its owners, principals, officers, affiliates, agents and employees, from and against any and all damages, losses, costs, liabilities, claims and expenses (as including, without limitation, reasonable legal fees and court costs) arising out of or resulting from the entry onto the Property by Buyer or any of its affiliates, agents, employees, contractors, or consultants or any of the inspections, tests or other activities of such date may parties under this Section 3.2. Additionally, Buyer shall, at its expense, cause any lien filed against the Real Property arising by, through, or under Buyer or otherwise attributable to such inspections, testing, and review of the Property to be accelerated pursuant to released of record within 20 days after receipt of notice of the filing of any lien. The terms of this Section 1.9, 3.2(d) survive the “Hard Date”)Closing or any termination of this Contract, and notwithstanding any other provision of this Agreement anything to the contrary, Seller may enforce specific performance of Buyer’s obligations under this Section 3.2(d) and pursue any other remedy at law or in equity in connection with same. (e) Buyer shall, on or before the Purchasers shall have expiration of the right to terminate this Agreement by Due Diligence Period, provide written notice to Seller stipulating which Service Contracts Buyer elects to assume (Assigned Contracts) and which Service Contracts Buyer elects not to assume (the Sellers in Rejected Contracts). Seller shall deliver a notice to terminate the event the Purchasers, in the Purchasers’ sole discretion, are not satisfied with the Assets for any reason (or no reason), which reason (or no reason) need not be specified in such notice, provided that such notice is delivered to the Sellers and their counsel at the email addresses set forth in Exhibit 1.8, Rejected Contracts on or prior to 5:00 p.m. (Pacific Time) on the Hard Datedate of Closing. Each Seller acknowledges Notwithstanding anything to the contrary herein, the contracts with Grande Communications Networks LLC and agrees that AT&T Services, Inc., regardless of any notice from Buyer to the Purchasers contrary, are deemed Assigned Contracts hereunder and will be assumed by Buyer at Closing accordingly. If Buyer does not timely make an election with respect to any one or more of the Service Contracts, it shall be deemed to have no obligation elected to give assume each of those Service Contract(s). At Closing, all of the Sellers prior notice, or Assigned Contracts shall be assigned to negotiate in good faith with the Sellers regarding modifying Buyer pursuant and subject to the terms of this Agreement or the transactions contemplated hereby, before the Purchasers deliver the notice Assignment of termination contemplated by the immediately preceding sentence to the email address listed in Section 1.8 of the Disclosure Letter. If such notice of termination is so delivered (i) on or before 5:00 p.m. (Pacific Time) on February 27, 2012 (the “Commitment Date”), then the Purchasers shall be entitled to a refund of the Deposit minus an amount of Three Hundred Thousand Dollars ($300,000), which Three Hundred Thousand Dollars ($300,000) shall be paid to the Sellers, (ii) after 5:00 p.m. (Pacific Time) on the Commitment Date but on or before 5:00 p.m. (Pacific Time) on the Hard Date, then the Purchasers shall be entitled to a refund of the Deposit minus an amount of Six Hundred Thousand Dollars ($600,000), which Six Hundred Thousand Dollars ($600,000) shall be paid to the Sellers or (iii) after 5:00 p.m. (Pacific Time) on the Hard Date, then the Purchasers shall not be entitled to a refund of the Deposit. If the Purchasers do not terminate this Agreement as set forth in this Section 1.8 or as otherwise provided herein, then this Agreement shall remain in full force and effectLeases defined below.

Due Diligence Period. The Parties hereby acknowledge that, as of (a) Buyer will have a period commencing on the Effective Date, Date and ending at 6:00 PM Pacific Time on the Purchasers have not yet had an opportunity to complete their Due Diligence Investigation and fully review and evaluate date that is 30 days after Buyer has received all aspects of this transaction and the condition and suitability of the Assets. Accordingly, for the period Property Information set forth in Schedule 6(a)(3) (the “Due Diligence Period”) beginning on to examine, inspect, and investigate the Property and, in Buyer’s sole judgment and discretion, to determine whether Buyer desires to purchase the Property. However, if Buyer is acting diligently and in good faith to proceed with the consummation of the transaction contemplated by this Agreement, Seller shall, upon the written request of Buyer, extend the Due Diligence Period, up to fourteen (14) days. Buyer shall submit a notice to Seller confirming Buyer has received all Property Information, the date of such notice shall be the first day of the Due Diligence Period. If Seller fails to provide all necessary documents to Buyer within 30 days of the Effective Date and continuing until 5:00 p.m. Date, Buyer may terminate this Agreement. (Pacific Timeb) Buyer may terminate this Agreement for any or no reason by giving written notice of such termination to Seller on April 15, 2012 (as such date may be accelerated or before the last day of the Due Diligence Period. If this Agreement is terminated pursuant to this Section 1.97, the “Hard Date”)Deposit shall be immediately refunded to Buyer, and notwithstanding neither party shall have any further liability or obligation to the other under this Agreement except for the indemnity provisions set forth in Section 7(c) of this Agreement and any other provision of this Agreement that is expressly intended to survive the termination of this Agreement. In the event this Agreement is terminated during the Due Diligence Period, Escrow Holder shall return Buyer’s Deposit immediately and Seller shall not cause Escrow Holder to delay the return of the Deposit to Buyer for any reason. If Buyer does not elect to exercise its right to terminate this Agreement during the Due Diligence Period, then Buyer shall notify Seller of Buyer’s intention to acquire the Property before the expiration of the Due Diligence Period. If Buyer does not, before the expiration of the Due Diligence Period, either affirmatively notify Seller of its desire to acquire the Property or send a termination notice to Seller, then Buyer will be deemed to have elected to terminate this Agreement. If Buyer elects to proceed to purchase the Property, and this Agreement is not terminated or deemed terminated before the expiration of the Due Diligence Period, then the Deposit shall be non-refundable except in the event of a default hereunder by Seller. (c) Subject to the contraryrights of tenants under the Leases, Seller will provide to Buyer reasonable access to the Property for the purpose of examining any or all aspects thereof, including conducting on a non-destructive basis, surveys, architectural, engineering, non-invasive geo-technical and environmental inspections and tests, and any other inspections, studies, or tests reasonably required by Buyer. Buyer shall give Seller reasonable notice by telephone or e-mail before entering onto any of the properties that comprise the Property to perform inspections or tests, and in the case of tests (i) Buyer shall specify to Seller the precise nature of the test to be performed, and (ii) Seller may require, as a condition precedent to Buyer’s right to perform any such test, that Buyer deliver Seller evidence of public liability and other appropriate insurance naming Seller as an additional insured thereunder. Such examination of the physical condition of the Property, including the Third Party Inspection Report (defined in Section 7(d) below) may include an examination for the presence or absence of hazardous or toxic materials, substances or wastes, which shall be performed or arranged by Buyer at Buyer’s sole expense. Buyer shall keep the Property free and clear of any liens and will indemnify, protect, defend, and hold each Seller Related Party (defined below) harmless from and against all losses, costs, damages, claims, liabilities and expenses (including reasonable attorneys’ fees and court costs) (collectively, “Losses”) arising from damage to the Property and injury to persons asserted against or incurred by any Seller Related Party as a result of such entry by Buyer, its agents, employees or representatives (except that Buyer shall have no liability or indemnity obligation for any diminution in the value of the Property as a result of any unfavorable analysis, test, study, opinion or recommendation made to or for or reach by Buyer). If any inspection or test disturbs the Property and Buyer does not acquire the Property, Buyer will restore the Property to substantially the same condition as existed prior to any such inspection or test. Buyer and its agents, employees, and representatives may, upon not less than 24 hours prior telephonic notice to Seller, examine and make copies of all books and records and other materials relating to the condition of the Property in Seller’s possession at the office where such records are maintained. Any information provided to or obtained by Buyer with respect to the Property shall be subject to the provisions of Section 22(p) of this Agreement. The obligations of Buyer under this Section shall survive the termination of the Agreement. (d) Buyer may retain a contractor or home inspector to prepare a report or reports describing the physical condition of the Property (collectively, the Purchasers “Third Party Inspection Report”), which Third Party Inspection Report shall adequately identify any necessary repairs or improvements and the estimated costs of such repairs or improvements (collectively, the “Necessary Repairs”). The person or entity preparing the Third Party Inspection Report must be licensed to perform such inspections in the jurisdiction where the Property is located, and may not be, or have ever been, owned or controlled by Buyer or an affiliate of Buyer or otherwise not at arm’s length from Buyer. Buyer will provide a copy of the Third Party Inspection Report to Seller prior to the expiration of the Due Diligence Period. If any Necessary Repairs are identified in the Third Party Inspection Report, then, so long as the estimated cost of the Necessary Repairs does not exceed five percent (5%) of the Assigned Home Value for the identified Property in need of the Necessary Repairs (collectively, the “Necessary Repair Property”), Seller shall have the right to terminate either (i) make the Necessary Repairs after Closing and the estimated cost of the Necessary Repairs, as set forth in the Third Party Inspection Report or an amount mutually agreed upon by Buyer and Seller, shall be held in escrow by the Escrow Holder until such Necessary Repairs are completed by Seller within forty-five (45) days after Closing, or (ii) reduce the Purchase Price by the estimated cost of the repairs or replacements set forth in the Third Party Inspection Report for the Necessary Repair Property. Normal wear and tear shall not constitute grounds for a reduction in the Purchase Price. Notwithstanding anything stated to the contrary in Section 5(c) above or elsewhere in this Agreement by Agreement, if the cost to make the repairs and replacements identified in the Third Party Inspection Report exceeds five percent (5%) of the Assigned Home Value for any applicable Necessary Repair Property, and Buyer and Seller do not otherwise mutually agree upon an amount to allocate to the Necessary Repairs for the applicable Necessary Repair Property, then Buyer may, upon written notice to the Sellers in the event the Purchasers, in the Purchasers’ sole discretion, are not satisfied with the Assets for any reason (or no reason), which reason (or no reason) need not be specified in such notice, provided that such notice is delivered Seller and prior to the Sellers and their counsel at the email addresses set forth in Exhibit 1.8, on or prior to 5:00 p.m. (Pacific Time) on the Hard Date. Each Seller acknowledges and agrees that the Purchasers have no obligation to give the Sellers prior notice, or to negotiate in good faith with the Sellers regarding modifying the terms of this Agreement or the transactions contemplated hereby, before the Purchasers deliver the notice of termination contemplated by the immediately preceding sentence to the email address listed in Section 1.8 end of the Disclosure Letter. If such notice of termination is so delivered Due Diligence Period, elect to (i) on or before 5:00 p.m. (Pacific Time) on February 27, 2012 (proceed with the “Commitment Date”), then the Purchasers shall be entitled to a refund closing of the Deposit minus transaction as contemplated in this Agreement with a reduction in the Purchase Price in an amount of Three Hundred Thousand Dollars ($300,000), which Three Hundred Thousand Dollars ($300,000) shall be paid equal to the Sellersproduct of five percent (5%) and the Assigned Home Value for the applicable Necessary Repair Property, (ii) after 5:00 p.m. (Pacific Time) on exclude such Necessary Repair Property from the Commitment Date but on or before 5:00 p.m. (Pacific Time) on the Hard DateProperty being acquired in accordance with this Agreement, then the Purchasers shall be entitled to a refund of the Deposit minus an amount of Six Hundred Thousand Dollars ($600,000), which Six Hundred Thousand Dollars ($600,000) shall be paid to the Sellers or (iii) after 5:00 p.m. (Pacific Time) on the Hard Date, then the Purchasers shall not be entitled to a refund of the Depositterminate this Agreement. If the Purchasers do not terminate Buyer terminates this Agreement as set forth in accordance with this Section 1.8 or as otherwise provided herein7(d), then this Agreement will have no further force or effect, the parties will have no further obligations to each other (except for any indemnities or other provisions that expressly survive termination of this Agreement) and Escrow Holder shall remain refund the Deposit to Buyer. The reductions to the Purchase Price contemplated in full force this Section 7(d) are in addition to those contemplated in Section 5(b) and effect5(c) of this Agreement. (e) Notwithstanding any provision to the contrary set forth herein, in addition to the rights set forth in Sections 5(c), 5(b) and 7(d), at any time during the Due Diligence Period, Buyer may in its sole discretion, elect to designate specified properties from the properties identified on Exhibit A as Excluded Properties as defined in Section 5(c), subject to Seller’s prior written consent, which consent shall not be unreasonably withheld or delayed, if Buyer elects to purchase fewer than 90% of the properties that comprise the Property. In the event of such an election, Buyer shall deliver to Seller a notice stating which properties it has designated as Excluded Properties no later than two (2) days prior to the end of the Due Diligence Period (the “Notice to Seller”). Upon delivery of the Notice to Seller, the designated properties described in the Notice to Seller shall be Excluded Properties, and the terms of Section 5(c) shall apply with respect thereto.

Due Diligence Period. The Parties hereby acknowledge that, as Purchaser shall have the right to conduct a due diligence review of the Effective Date, the Purchasers have not yet had an opportunity to complete their Due Diligence Investigation and fully review and evaluate all aspects of this transaction and the condition and suitability of the Assets. Accordingly, for Property during the period beginning on the Effective Date and ending at 5:00 p.m. (Eastern Time) on the date thirty (30) days after the Effective Date (the “Due Diligence Period”) beginning on ). On or before the Effective Date and continuing until 5:00 p.m. expiration of the Due Diligence Period, Purchaser shall deliver written notice (Pacific Time) on April 15, 2012 (as such date may be accelerated pursuant to Section 1.9, the “Hard DateDiligence Notice”) to Seller stating either: (a) That Purchaser elects to terminate this Agreement (which Purchaser may do in its sole and absolute discretion and for any reason or no reason), and notwithstanding any other provision of in which event this Agreement shall terminate and the provisions of Section 9 shall apply to the contrarysuch termination; or (b) That Purchaser elects not to terminate this Agreement, the Purchasers in which event Purchaser shall thereupon be deemed to have the waived any right to terminate this Agreement by written notice pursuant to the Sellers provisions of this Section 34, this Agreement shall continue in full force and effect in accordance with its terms, and the event the Purchasers, in the Purchasers’ sole discretion, are not satisfied with the Assets for any reason (or no reason), which reason (or no reason) need not Downpayment shall thereupon be specified in such notice, provided that such notice is delivered to the Sellers and their counsel at the email addresses nonrefundable except as otherwise expressly set forth in Exhibit 1.8, on or prior this Agreement. The failure of Purchaser to 5:00 p.m. (Pacific Time) on deliver any Diligence Notice to Seller during the Hard Date. Each Seller acknowledges and agrees that the Purchasers have no obligation to give the Sellers prior notice, or to negotiate Due Diligence Period as provided in good faith with the Sellers regarding modifying the terms of this Agreement or the transactions contemplated hereby, before the Purchasers deliver the notice of termination contemplated by the immediately preceding sentence (and/or the failure of Purchaser to deliver the Additional Deposit to the email address listed Escrow Agent in accordance with Section 1.8 of the Disclosure Letter. If such notice of termination is so delivered (i) on or before 5:00 p.m. (Pacific Time) on February 27, 2012 (the “Commitment Date”), then the Purchasers shall be entitled to a refund of the Deposit minus an amount of Three Hundred Thousand Dollars ($300,000), which Three Hundred Thousand Dollars ($300,0002.1) shall be paid deemed to be the Sellers, (ii) after 5:00 p.m. (Pacific Time) delivery of a Diligence Notice by Purchaser on the Commitment Date but on or before 5:00 p.m. (Pacific Timelast day of the Due Diligence Period under Section 34(a) on the Hard Date, then the Purchasers above. Time shall be entitled to a refund of the Deposit minus an amount of Six Hundred Thousand Dollars ($600,000), which Six Hundred Thousand Dollars ($600,000) shall be paid essence with respect to Purchaser’s right and obligation to deliver the Sellers or (iii) after 5:00 p.m. (Pacific Time) on Diligence Notice and the Hard Date, then the Purchasers shall not be entitled to a refund of the Additional Deposit. If the Purchasers do not terminate this Agreement as set forth in this Section 1.8 or as otherwise provided herein, then this Agreement shall remain in full force and effect.

Due Diligence Period. The Parties hereby acknowledge that, as of the Effective Date, the Purchasers have not yet had an opportunity to complete their Due Diligence Investigation and fully review and evaluate all aspects of this transaction and the condition and suitability of the Assets. Accordingly, for the period (the “Due Diligence Period”) beginning on the Effective Date and continuing until 5:00 p.m. (Pacific Time) on April 15, 2012 (as such date may be accelerated pursuant to Section 1.9, the “Hard Date”), and notwithstanding any other provision of this Agreement to the contrary, the Purchasers Buyer shall have the right to terminate during a period commencing with the date of this Agreement by written notice and ending thirty (30) days after the receipt of the Due Diligence Documents (the "Due Diligence Period"), at its sole cost, expense and risk, to examine and inspect the physical and environmental condition of the Property, status of compliance of the Property with applicable building, zoning and health laws and to conduct feasibility studies with regard to the Sellers ownership and operation of the Property. Buyer, its contractors, consultants and representatives, may enter upon the Property, whether before or after the end of the Due Diligence Period, to inspect the Property and conduct a due diligence review of the same, and may conduct tests and examinations with regard thereto. Buyer shall promptly restore the Property to substantially the same condition in which it existed immediately prior to any physical tests conducted by or on behalf of Buyer. Buyer shall hold Seller harmless from any and all damages, liabilities or claims caused by the negligence or wrongful act of Buyer, their employees, agents or contractors, in exercising their rights under this Section 6. If at the end of the Due Diligence Period, Buyer elects to proceed with the purchase of the transaction contemplated hereby, Buyer shall so notify Seller in writing (a "Notice to Proceed"), given within five (5) days after the expiration of the Due Diligence Period. In the event the Purchasers, in the Purchasers’ sole discretion, are not satisfied with the Assets for any reason (or no reason), which reason (or no reason) need not be specified in that Buyer fails to provide such notice, provided that such notice is delivered to the Sellers this Agreement, and their counsel at the email addresses set forth in Exhibit 1.8, on or prior to 5:00 p.m. (Pacific Time) on the Hard Date. Each Seller acknowledges and agrees that the Purchasers have no obligation to give the Sellers prior notice, or to negotiate in good faith with the Sellers regarding modifying the terms of this Agreement or the transactions contemplated herebyherein, before will be considered terminated and all Earnest Money, will be rexxxxxx to Buyer. If Buyer does provide Seller a Notice to Proceed as contemplated above, the Purchasers deliver the notice of termination contemplated by the immediately preceding sentence Earnest Money shall become xxx-xxfundable, except to the email address listed in Section 1.8 extent that any of the Disclosure Letter. If such notice of termination is so delivered (i) on or before 5:00 p.m. (Pacific Time) on February 27, 2012 (the “Commitment Date”), then the Purchasers shall be entitled contingencies to a refund of the Deposit minus an amount of Three Hundred Thousand Dollars ($300,000), which Three Hundred Thousand Dollars ($300,000) shall be paid to the Sellers, (ii) after 5:00 p.m. (Pacific Time) on the Commitment Date but on or before 5:00 p.m. (Pacific Time) on the Hard Date, then the Purchasers shall be entitled to a refund of the Deposit minus an amount of Six Hundred Thousand Dollars ($600,000), which Six Hundred Thousand Dollars ($600,000) shall be paid to the Sellers or (iii) after 5:00 p.m. (Pacific Time) on the Hard Date, then the Purchasers Buyer's performance hereunder shall not be entitled to a refund of the Deposit. If the Purchasers do not terminate this Agreement as set forth satisfied or waived by Buyer in this Section 1.8 or as otherwise provided herein, then this Agreement shall remain in full force and effectwriting.

Due Diligence Period. The Parties hereby acknowledge that, as of the Effective Date, the Purchasers have not yet had an opportunity Buyer may elect to complete their Due Diligence Investigation and fully review and evaluate all aspects of this transaction and the condition and suitability of the Assets. Accordingly, for the period (the “Due Diligence Period”terminate its obligations to purchase such Property(ies) beginning on the Effective Date and continuing until 5:00 p.m. (Pacific Time) EST on April 15, 2012 (as such date may be accelerated pursuant to Section 1.9, the “Hard Date”), and notwithstanding any other provision last day of this Agreement to the contrary, the Purchasers shall have the right to terminate this Agreement respective Due Diligence Periods by written notice to the Sellers in the event the Purchasers, in the Purchasers’ sole discretion, are not satisfied with the Assets for respective Seller if any reason (or no reason), which reason (or no reason) need not be specified in such notice, provided that such notice is delivered to the Sellers and their counsel at the email addresses set forth in Exhibit 1.8, on or prior to 5:00 p.m. (Pacific Time) on the Hard Date. Each Seller acknowledges and agrees that the Purchasers have no obligation to give the Sellers prior notice, or to negotiate in good faith with the Sellers regarding modifying the terms of this Agreement or the transactions contemplated hereby, before the Purchasers deliver the notice of termination contemplated by the immediately preceding sentence to the email address listed in Section 1.8 of the Disclosure Letter. If such notice of termination is so delivered Audit concludes that: (i) on or before 5:00 p.m. (Pacific Time) on February 27, 2012 (Hazardous Substances have been found at the “Commitment Date”Property in excess of limits permitted by applicable Environmental Law(s), then the Purchasers presence of which predates the possession of the Property(ies) by either: (i) Buyer; or (ii) any predecessor of Buyer which operated an automotive repair facility (including, but not limited to: Tuffy, Kar, Piere, Uniroyal and Midas); or (ii) Seller has failed to respond to an Environmental Objection so as to remediate the Property as required by applicable Environmental Law(s). Buyer may also terminate its obligation to purchase the identified Property if an objection has been raised to the status of title pursuant to Section 5 above which the respective Seller has not cured nor obtained a commitment for title insurance, pursuant to Paragraph 5(c) above. In the event of a termination, the Escrow Agent shall be entitled return to a refund Buyer that portion of the Deposit minus an amount of Three Hundred Thousand Dollars ($300,000), which Three Hundred Thousand Dollars ($300,000) shall be paid plus interest allocated to the SellersProperty which will not be sold hereunder. In such event, (ii) after 5:00 p.m. (Pacific Time) on the Commitment Date but on or before 5:00 p.m. (Pacific Time) on the Hard Date, then the Purchasers Buyer shall be entitled to a refund of the Deposit minus an amount of Six Hundred Thousand Dollars ($600,000), which Six Hundred Thousand Dollars ($600,000) shall be paid continue in possession as tenant pursuant to the Sellers or (iii) after 5:00 p.m. (Pacific Time) on the Hard Date, then the Purchasers shall not be entitled to a refund of the Deposit. If the Purchasers do not terminate this Agreement lease extension provisions as set forth in this Section 1.8 or as otherwise provided 16(c) herein. In the event of such termination arising out of an Environmental Objection and invasive testing has occurred on the Property, then this Agreement shall remain in full force Buyer shall, to the extent practicable, restore the Property to its existing condition immediately before the conduct of the Phase II Audit and effectdeliver a copy of all reports which are a part of the Phase I and Phase II audits to Seller within twenty (20) days of such termination.

Due Diligence Period. The Parties hereby acknowledge that, as of the Effective Date, the Purchasers have not yet had an opportunity to complete their Due Diligence Investigation and fully review and evaluate 5.2.1 At all aspects of this transaction and the condition and suitability of the Assets. Accordingly, for the period (times during the “Due Diligence Period”, Buyer, its authorized agents, employees, consultants and representatives (“Buyer’s Agents”) beginning shall have the right to enter the Property at reasonable times and at reasonable intervals to conduct and carry out any and all non invasive inspections, tests, and studies as Buyer deems appropriate or Buyer’s lender requires. Buyer shall not have the right to do any invasive testing of the Property or the Improvements located thereon without the prior written consent of Seller, which consent may be withheld in Seller’s reasonable discretion. Buyer shall provide notice to Seller of its intent to enter the Property and provide Seller the right to accompany Buyer on such entry. Buyer shall indemnify and hold Seller harmless from all claims and demands arising from Buyer’s entry upon the Effective Date Property. Buyer shall indicate its approval of all the conditions and continuing until documents in Section 5.1 and this Section 5.2 and Buyer’s election to proceed with the Closing by delivering, no later than 5:00 p.m. (Pacific Time) on April 15of the last day of the Due Diligence Period, 2012 (as i) written notice of such date may be accelerated pursuant approval (“Approval Notice”) to Section 1.9, the “Hard Date”)Seller, and notwithstanding any other provision of this Agreement (ii) the Additional Deposit to the contrary, the Purchasers Escrow Agent. Buyer shall have the right to terminate this Agreement by written notice at any time prior to the Sellers in expiration of the event the Purchasers, in the Purchasers’ Due Diligence Period at Buyer’s sole and absolute discretion, are not satisfied with the Assets for any reason (whatsoever or for no reason), which reason (or by delivering to Seller written notice of Buyer’s election to terminate this Agreement no reason) need not be specified in such notice, provided that such notice is delivered to the Sellers and their counsel at the email addresses set forth in Exhibit 1.8, on or prior to later than 5:00 p.m. (Pacific Time) of the last day of the Due Diligence Period (the “Termination Notice”). Buyer’s failure to deliver either an Approval Notice or a Termination Notice within the Due Diligence Period shall conclusively be considered Buyer’s disapproval of all the conditions and documents in Section 5.1 and this Section 5.2 and Buyer’s election to terminate this Agreement, in which case Buyer shall immediately receive a refund of the Initial Deposit. 5.2.2 During the Due Diligence Period, Buyer and Buyer’s Agents shall be granted a right of entry on the Hard DateProperty (i) to perform such non invasive engineering, environmental and geological reviews as Buyer shall deem appropriate, (ii) examine all structural and mechanical systems within the Improvements, (iii) examine the books and records of Seller relating to the management, ownership, use and operation of the Property, and (iv) conduct such other non invasive physical inspections and make such other reports as Buyer shall deem appropriate for any purpose related to Buyer’s proposed use of the Property. Each Seller acknowledges Buyer’s right of entry upon the Property shall be subject to, and Buyer agrees that to perform, each of the Purchasers have no obligation to give following conditions and covenants, all of which shall survive the Sellers prior notice, expiration or to negotiate in good faith with the Sellers regarding modifying the terms termination of this Agreement and the delivery of the Deed (as defined in Section 7.2.1 below): (a) Buyer shall pay all costs, expenses, liabilities, and charges incurred by Buyer or related to Buyer’s entry; (b) Buyer, at Buyer’s sole cost, shall repair all damage or injury caused by Buyer or Buyer’s Agents in connection with any such inspection or entry and shall return the transactions contemplated hereby, before the Purchasers deliver the notice of termination contemplated by the immediately preceding sentence Property to the email address listed in Section 1.8 condition existing prior to such entry; (c) Any entry upon the Property shall be upon reasonable notice to Seller, shall be at reasonable times and shall not unreasonably interfere with the Seller’s operations on the Property. Seller shall have the right to accompany Buyer and Buyer’s Agents during any entry upon the Property and to require that Buyer and Buyer’s Agents comply with Seller’s safety and security procedures; (d) Buyer shall keep the Property free and clear of all liens arising out of the Disclosure Letter. If such notice activities of termination is so delivered Buyer or Buyer’s Agents conducted upon the Property; (ie) Buyer shall indemnify and hold Seller harmless from any lien, loss, claim, liability, or expense, including attorneys’ fees and costs, arising out of or in connection with the activities of Buyer or Buyer’s Agents on or before 5:00 p.m. about the Property; (Pacific Timef) on February 27Buyer shall provide liability insurance, 2012 with a combined single limit of liability not less than One Million Dollars (the “Commitment Date”$1,000,000), then either under Buyer’s policy or such insurance provided by Buyer’s Agents. Seller shall be named as an additional insured upon such insurance. Buyer shall provide proof of such insurance reasonably acceptable to Seller prior to, and as a condition of, any such entry; and (g) Prior to performing any invasive testing (i.e. testing involving drilling, boring or other similar physically intrusive investigation), Buyer shall obtain Seller’s written approval, which approval may be withheld in Seller’s reasonable discretion, with respect to the Purchasers scope of work intended to be performed and shall provide Seller an opportunity to confer, either directly or through Seller’s consultants, with Buyer’s environmental consultants in order to determine whether to permit any sampling or testing of surface or subsurface soils, surface water or ground water or to refine the scope of the work to be performed. 5.2.3 Prior to the Closing, all information derived from Buyer’s tests and test results shall, to the extent permissible under existing law, remain confidential and not be disclosed to any party other than as is necessary to consummate the transaction contemplated hereby or to exercise Buyer’s rights hereunder including, without limitation, Buyer’s counsel and its consultants. Seller shall be entitled to a refund receive copies of all tests and test results generated by Buyer with respect to the Property, including draft versions of the Deposit minus an amount same, as and when received by Buyer. Seller’s rights shall survive the termination of Three Hundred Thousand Dollars ($300,000)this Agreement. Buyer shall bear the costs and expenses with respect to its feasibility studies hereunder, which Three Hundred Thousand Dollars ($300,000) shall be paid to the Sellersincluding, (ii) after 5:00 p.m. (Pacific Time) on the Commitment Date but on or before 5:00 p.m. (Pacific Time) on the Hard Datenot limited to, then the Purchasers shall be entitled to a refund of the Deposit minus an amount of Six Hundred Thousand Dollars ($600,000), which Six Hundred Thousand Dollars ($600,000) shall be paid to the Sellers or (iii) after 5:00 p.m. (Pacific Time) on the Hard Date, then the Purchasers shall not be entitled to a refund of the Deposit. If the Purchasers do not terminate this Agreement as set forth in this Section 1.8 or as otherwise provided herein, then this Agreement shall remain in full force all environmental matters and effectinvestigations.

Due Diligence Period. The Parties hereby acknowledge that, as of Buyer acknowledges that it has been engaged in extensive due diligence prior to the Effective Date, the Purchasers have not yet had an opportunity to complete their Due Diligence Investigation and fully review and evaluate all aspects date of this transaction and Agreement. Buyer shall have the condition and suitability of the Assets. Accordinglyright, for the period until 5 p.m., local time, on August 31, 2004 (the “"Due Diligence Period”") beginning on the Effective Date and continuing until 5:00 p.m. (Pacific Time) on April 15to continue to conduct such inspections, 2012 (as such date may be accelerated pursuant to Section 1.9, the “Hard Date”)studies, and notwithstanding any other provision evaluations of this Agreement the Acquired Assets, as Buyer in Buyer's sole discretion deems necessary, to determine the contrarysuitability and fitness of such assets and property for its intended uses by Buyer. During the Due Diligence Period, the Purchasers Buyer shall have the right reasonable access to terminate this Agreement by written notice to the Sellers in the event the Purchasers, in the Purchasers’ sole discretion, are not satisfied with the Assets for any reason (or no reason), which reason (or no reason) need not be specified in such notice, provided that such notice is delivered to the Sellers and their counsel at the email addresses set forth in Exhibit 1.8, on or prior to 5:00 p.m. (Pacific Time) on the Hard Date. Each Seller acknowledges and agrees that the Purchasers have no obligation to give the Sellers prior notice, or to negotiate in good faith with the Sellers regarding modifying the terms of this Agreement or the transactions contemplated hereby, before the Purchasers deliver the notice of termination contemplated by the immediately preceding sentence to the email address listed in Section 1.8 of the Disclosure Letter. If such notice of termination is so delivered (i) on or before 5:00 p.m. (Pacific Time) on February 27, 2012 (the “Commitment Date”), then the Purchasers shall be entitled to a refund of the Deposit minus an amount of Three Hundred Thousand Dollars ($300,000), which Three Hundred Thousand Dollars ($300,000) shall be paid to the SellersAcquired Assets, (ii) after 5:00 p.m. any records, information, or documents relating to the Acquired Assets, and (Pacific Timeiii) on any governmental agencies having jurisdiction over any matters affecting the Commitment Date but Acquired Assets. Seller shall reasonably furnish Buyer with any such records, information, or documents in Seller's possession at the commencement of the Due Diligence Period. 3.3.1 Buyer shall notify Seller in writing, on or before 5:00 p.m. the expiration of the Due Diligence Period, of Buyer's intention to (Pacific Time1) on the Hard Datewaive this contingency or (2) terminate this Agreement. If Buyer elects to waive this contingency, then the Purchasers Buyer shall be entitled deemed to a refund of have accepted the Acquired Assets subject to any matters discovered during the Due Diligence Period and "as is where is", and the Deposit minus an amount shall immediately become completely non-refundable except in the event of Six Hundred Thousand Dollars ($600,000i) Seller's default, or (ii) the non-occurrence of a condition precedent to Buyer's obligation to close contained in paragraph 8 below. If Buyer elects to terminate this agreement (which Buyer may do for any reason during the Due Diligence Period), which Six Hundred Thousand Dollars ($600,000) the Deposit, together with interest earned thereon, shall be paid returned to Buyer, and thereafter the parties hereto shall have no further liabilities or obligations each to the Sellers or (iii) after 5:00 p.m. (Pacific Time) on other. 3.3.2 Nothing contained herein shall prevent the Hard Date, then parties from modifying the Purchasers shall not be entitled to a refund provisions of the Deposit. If the Purchasers do not terminate this Agreement as set forth a result of matters discovered by Buyer during the Due Diligence Period, provided that any such modification shall be in this Section 1.8 or as otherwise provided herein, then this Agreement shall remain in full force writing and effectsigned by all parties.

Due Diligence Period. a. The Parties hereby acknowledge that, as of the Effective Date, the Purchasers Buyer shall have not yet had an opportunity to complete their Due Diligence Investigation and fully review and evaluate all aspects thirty (60) days after execution of this transaction and Agreement by the condition and suitability of the Assets. Accordingly, for the period Parties (the “Due Diligence Period”) beginning on to review, test and inspect all aspects of the Effective Date Property, at its sole cost and continuing until 5:00 p.m. (Pacific Time) on April 15expense, 2012 (as such date may be accelerated pursuant subject to the provisions of this Section 1.97. In the event said review, inspections or tests disclose matters which would make the Property unsuitable for the Buyer’s intended use, the “Hard Date”), and notwithstanding any other provision of this Agreement to the contrary, the Purchasers shall have the right to Buyer may terminate this Agreement by written notice to the Sellers in the event the Purchasers, in the Purchasers’ sole discretion, are not satisfied with the Assets for any reason (or no reason), which reason (or no reason) need not be specified in such notice, provided that such notice is delivered Seller prior to the Sellers and their counsel at expiration of the email addresses set forth in Exhibit 1.8, Due Diligence Period. If the Buyer does not provide written notice terminating this Agreement on or prior to 5:00 p.m. the sixtieth (Pacific Time60th) on the Hard Date. Each Seller acknowledges and agrees that the Purchasers have no obligation to give the Sellers prior notice, or to negotiate in good faith with the Sellers regarding modifying the terms of this Agreement or the transactions contemplated hereby, before the Purchasers deliver the notice of termination contemplated by the immediately preceding sentence to the email address listed in Section 1.8 day of the Disclosure Letter. If such notice of termination is so delivered (i) on or before 5:00 p.m. (Pacific Time) on February 27Due Diligence Period, 2012 (the “Commitment Date”), then the Purchasers shall be entitled to a refund of the Deposit minus an amount of Three Hundred Thousand Dollars ($300,000), which Three Hundred Thousand Dollars ($300,000) shall be paid to the Sellers, (ii) after 5:00 p.m. (Pacific Time) on the Commitment Date but on or before 5:00 p.m. (Pacific Time) on the Hard Date, then the Purchasers shall be entitled to a refund of the Deposit minus an amount of Six Hundred Thousand Dollars ($600,000), which Six Hundred Thousand Dollars ($600,000) shall be paid to the Sellers or (iii) after 5:00 p.m. (Pacific Time) on the Hard Date, then the Purchasers shall not be entitled to a refund of the Deposit. If the Purchasers do not terminate this Agreement as set forth in this Section 1.8 or as otherwise provided herein, then this Agreement shall remain in full force and effect, the Buyer shall accept the Property as-is, and the Parties shall proceed to Closing. b. Notwithstanding the foregoing, the Buyer may not perform any Phase 2 Environmental Site Assessment or any testing of the air, soil or water at the Property without the prior written consent of the Seller, which consent may be withheld in Seller’s sole discretion. c. Should the Buyer desire to waive its contingencies under this Agreement and close prior to the end of the Due Diligence Period, the Buyer may provide the Seller with written notice of its intent to do so. The provision of such notice by the Buyer shall not affect the covenants and Closing requirements contemplated in this Agreement, except that the Closing shall occur on or before fifteen (15) days from the date the Seller receives such notice, unless the Parties agree in writing to another date. d. The Due Diligence Period in this Agreement may be extended only upon written agreement of the Parties.

Due Diligence Period. (a) The Parties hereby acknowledge thatperiod ending at 5:00 p.m. Pacific Time on September 22, 2014, or such earlier time as Buyer gives written notice to Seller of its decision to proceed with the purchase of the Effective Date, the Purchasers have not yet had an opportunity to complete their Due Diligence Investigation and fully review and evaluate all aspects of this transaction and the condition and suitability of the Assets. Accordingly, for the period (Property is hereafter called the “Due Diligence Period”. Subject to the conditions and requirements of this Section 4, Buyer shall have the right during the Due Diligence Period (i) beginning to inspect and investigate all aspects of the Property including, without limitation, the Property’s compliance with zoning, land use, environmental and other laws, regulations and restrictions, the Leases, other documents provided by Seller, a UCC report with respect to the Personal Property, and the condition of the improvements on the Effective Date Property; and continuing until 5:00 p.m. (Pacific Timeii) on April 15to deliver written notice to Seller and Escrow Holder of Buyer’s decision to proceed with the purchase of the Property or to terminate this Agreement. (b) If Buyer, 2012 (for any reason or for no reason, in Buyer’s sole discretion, is not satisfied with the results of such inspection and investigation, Buyer may terminate this Agreement by giving written notice to Seller and Escrow Holder prior to the expiration of the Due Diligence Period, and the parties shall have the same obligations and such termination shall have the same effect as such date may be accelerated if this Agreement had been terminated pursuant to Section 1.93(b). In the event that Buyer terminates this Agreement pursuant to this Section 4.2, the amount of One Hundred Dollars ($100.00) (“Hard DateIndependent Consideration”) shall be withheld from the Deposit and delivered to Seller. The parties have bargained for and agreed that the Independent Consideration, along with the expenditures of time and resources and possible loss of opportunity by Buyer, constitute adequate consideration for Seller’s remaining bound by this Agreement notwithstanding such termination right of Buyer. (c) If Buyer decides to proceed with the purchase of the Property, Buyer shall deliver written notice to Seller and Escrow Holder of Buyer’s decision to proceed with the purchase by written notice to Seller on or before the expiration of the Due Diligence Period) prior to the expiration of the Due Diligence Period (“Notice to Proceed”). Buyer’s failure, prior to the expiration of the Due Diligence Period, to deliver the Notice to Proceed to Seller and Escrow Holder, time being of the essence, shall constitute Buyer’s election to terminate this Agreement, and notwithstanding any other provision of this Agreement to the contrary, the Purchasers parties shall have the same obligations and such termination shall have the same effect as if this Agreement had been terminated pursuant to Section 3(b). Buyer’s delivery of the Notice to Proceed shall constitute Buyer’s election to proceed with the purchase and Buyer’s affirmative and express waiver of all contingencies and conditions to Buyer’s obligations under this Agreement except as provided in Section 4(d). (d) After Buyer’s delivery of the Notice to Proceed in compliance with Section 3(c), Buyer shall have no further tights to terminate this Agreement except for Buyer’s right to terminate this Agreement by written notice (i) as provided for in Section 3(a)(i); (ii) based on Seller’s breach of this Agreement; (iii) based on Title Company’s failure to commit to issue the Title Policy at the Close of Escrow with only Permitted Exceptions; (iv) based on Seller’s disclosure that any representation or warranty is inaccurate in any material respect as provided in Section 7(j); or (v) based on destruction or condemnation of a material portion of the Property as provided in Section 12. (e) Buyer and its agents, employees and consultants shall have access to the Sellers Real Property from time to time pursuant to that certain “License To Enter Upon Real Property (390 and 000 X Xxxxxx, Xxxxx Xxxxx, Xxxxxxxxxx)” dated as of August 18,2014, and entered into between Buyer and Seller (“Access License”). (f) A Rent Roll showing rents, security deposits and other information concerning the Leases is attached to and made a part of this Agreement as Exhibit “D”. Buyer acknowledges receipt from Seller of certain documents concerning the Property listed on Exhibit “E” attached hereto and made a part hereof. Pursuant to the terms and conditions of the Access License, Seller shall also furnish to Buyer copies of or access to additional documents concerning the Property; however, any such requests shall not extend the expiration of the Due Diligence Period. Except as represented in the event the Purchasers, in the Purchasers’ sole discretion, are not satisfied with the Assets for any reason (or no reasonSection 7(c), which reason (or no reason) need not be specified in such notice, provided that such notice is delivered to the Sellers and their counsel at the email addresses set forth in Exhibit 1.8, on or prior to 5:00 p.m. (Pacific Time) on the Hard Date. Each Seller Buyer acknowledges and agrees that Seller disclaims any representation or warranty, express or implied, as to the Purchasers accuracy or completeness of any of the documents listed in Exhibit “E”, or contained in Seller’s files or in any documents produced by Seller, its employees, agents, affiliates or any party preparing any report or information including, without limitation, any environmental audit or report, and Buyer undertakes to make an independent investigation regarding all matters covered thereby. Buyer agrees not to make any claim or take any legal action against the preparer of any reports or studies received from Seller; provided, however, the foregoing limitation shall not apply to any claim based upon services provided by the preparer on Buyer’s behalf and/or reports or studies which are re-certified by the preparer directly to Buyer. Buyer acknowledges that Seller, its employees, agents, affiliates and any party preparing any report or information shall have no obligation to give responsibility for the Sellers prior noticecontents and accuracy of such disclosures, or to negotiate and Buyer agrees that the obligations of Seller in good faith connection with the Sellers regarding modifying purchase of the Property shall be governed by this Agreement irrespective of the contents of any such disclosures or the timing of the delivery thereof. (g) Buyer may contact governmental agencies, utilities or other third parties pursuant to the terms of this Agreement or the transactions contemplated hereby, before the Purchasers deliver the notice of termination contemplated by the immediately preceding sentence to the email address listed in Section 1.8 and conditions of the Disclosure Letter. If such notice of termination is so delivered (i) on or before 5:00 p.m. (Pacific Time) on February 27, 2012 (the “Commitment Date”), then the Purchasers shall be entitled to a refund of the Deposit minus an amount of Three Hundred Thousand Dollars ($300,000), which Three Hundred Thousand Dollars ($300,000) shall be paid to the Sellers, (ii) after 5:00 p.m. (Pacific Time) on the Commitment Date but on or before 5:00 p.m. (Pacific Time) on the Hard Date, then the Purchasers shall be entitled to a refund of the Deposit minus an amount of Six Hundred Thousand Dollars ($600,000), which Six Hundred Thousand Dollars ($600,000) shall be paid to the Sellers or (iii) after 5:00 p.m. (Pacific Time) on the Hard Date, then the Purchasers shall not be entitled to a refund of the Deposit. If the Purchasers do not terminate this Agreement as set forth in this Section 1.8 or as otherwise provided herein, then this Agreement shall remain in full force and effectAccess License.

Due Diligence Period. The Parties hereby acknowledge that, as of (a) Buyer will have a period commencing on the Effective Date, Date and ending at 6:00 PM Pacific Time on the Purchasers have not yet had an opportunity to complete their Due Diligence Investigation and fully review and evaluate all aspects of this transaction and the condition and suitability of the Assets. Accordingly, for the period date that is 45 days later (the “Due Diligence Period”) beginning to examine, inspect, and investigate the Property and, in Buyer’s sole judgment and discretion, to determine whether Buyer desires to purchase the Property. (b) Buyer may terminate this Agreement for any or no reason by giving written notice of such termination to Seller on or before the Effective Date and continuing until 5:00 p.m. (Pacific Time) on April 15, 2012 (as such date may be accelerated last day of the Due Diligence Period. If this Agreement is terminated pursuant to this Section 1.97, the “Hard Date”)Deposit shall be immediately refunded to Buyer, and notwithstanding neither party shall have any further liability or obligation to the other under this Agreement except for the indemnity provisions set forth in Section 7(c) of this Agreement and any other provision of this Agreement that is expressly intended to survive the contrarytermination of this Agreement. In the event this Agreement is terminated as provided for herein, Escrow Holder shall promptly return Buyer’s Deposit and Seller shall not cause Escrow Holder to delay the Purchasers shall have return of the Deposit to Buyer for any reason. If Buyer does not elect to exercise its right to terminate this Agreement by written during the Due Diligence Period, then Buyer shall notify Seller of Buyer’s intention to acquire the Property before the expiration of the Due Diligence Period. If Buyer does not, before the expiration of the Due Diligence Period, either affirmatively notify Seller of its desire to acquire the Property or send a termination notice to Seller, then Buyer will be deemed to have elected to terminate this Agreement. If Buyer elects to proceed to purchase the Sellers Property, and this Agreement is not terminated or deemed terminated before the expiration of the Due Diligence Period, then the Deposit shall be non-refundable except in the event of a default hereunder by Seller. (c) Subject to the Purchasersrights of tenants under the Leases, Seller will provide to Buyer reasonable access to the Property for the purpose of examining any or all aspects thereof, including conducting on a non-destructive basis, surveys, architectural, engineering, non-invasive geo-technical and environmental inspections and tests, and any other inspections, studies, or tests reasonably required by Buyer. Buyer shall give Seller reasonable notice by telephone or e-mail before entering onto any of the properties that comprise the Property to perform inspections or tests, and in the Purchaserscase of tests (i) Buyer shall specify to Seller the precise nature of the test to be performed, and (ii) Seller may require, as a condition precedent to Buyer’s right to perform any such test, that Buyer deliver Seller evidence of public liability and other appropriate insurance naming Seller as an additional insured thereunder. Such examination of the physical condition of the Property, including the Third Party Inspection Report (defined in Section 7(d) below) may include an examination for the presence or absence of hazardous or toxic materials, substances or wastes, which shall be performed or arranged by Buyer at Buyer’s sole expense. Buyer shall keep the Property free and clear of any liens and will indemnify, protect, defend, and hold each Seller Related Party (defined below) harmless from and against all losses, costs, damages, claims, liabilities and expenses (including reasonable attorneys’ sole discretionfees and court costs) (collectively, are not satisfied with “Losses”) arising from damage to the Assets Property and injury to persons asserted against or incurred by any Seller Related Party as a result of such entry by Buyer, its agents, employees or representatives (except that Buyer shall have no liability or indemnity obligation for any reason (diminution in the value of the Property as a result of any unfavorable analysis, test, study, opinion or no reasonrecommendation made to or for or reach by Buyer). If any inspection or test disturbs the Property and Buyer does not acquire the Property, which reason (Buyer will restore the Property to substantially the same condition as existed prior to any such inspection or no reason) need test. Buyer and its agents, employees, and representatives may, upon not be specified in such noticeless than 24 hours prior telephonic notice to Seller, provided that such notice is delivered examine and make copies of all books and records and other materials relating to the Sellers and their counsel condition of the Property in Seller’s possession at the email addresses set forth office where such records are maintained. Any information provided to or obtained by Buyer with respect to the Property shall be subject to the provisions of Section 22(p) of this Agreement. The obligations of Buyer under this Section shall survive the termination of the Agreement. (d) Buyer may retain a contractor or home inspector to prepare a report or reports describing the physical condition of the Property and identify any necessary repairs or improvements (“Third Party Inspection Report”). The person or entity preparing the Third Party Inspection Report must be licensed to perform such inspections in Exhibit 1.8the jurisdiction where the Property is located, on or prior to 5:00 p.m. (Pacific Time) on the Hard Date. Each Seller acknowledges and agrees that the Purchasers have no obligation to give the Sellers prior noticemay not be, or have ever been, owned or controlled by Buyer or an affiliate of Buyer. Buyer will provide a copy of the Third Party Inspection Report to negotiate Seller, and Seller shall either (i) reduce the Purchase Price by the amount of the total estimated cost of the repairs or replacements identified in good faith with the Sellers regarding modifying Third Party Inspection Report; or (ii) in lieu of a reduction of the Purchase Price pursuant to the terms of this Agreement or section, make all repairs and replacements identified in the transactions contemplated herebyThird Party Inspection Report within 45 days of the Closing. If the cost to make the repairs and replacements identified in the Third Party Inspection Report exceeds 10% of the Purchase Price, and Seller does not agree to reduce the Purchase Price by the identified cost of such repairs and replacements, then Buyer may, upon written notice to Seller at least two business days before the Purchasers deliver the notice of termination contemplated by the immediately preceding sentence to the email address listed in Section 1.8 then-scheduled expiration of the Disclosure Letter. If such notice of termination is so delivered Due Diligence Period, elect to (i) on or before 5:00 p.m. (Pacific Time) on February 27, 2012 (close the “Commitment Date”), then the Purchasers shall be entitled to a refund transaction as contemplated with no reduction of the Deposit minus an amount of Three Hundred Thousand Dollars ($300,000), which Three Hundred Thousand Dollars ($300,000) shall be paid to the Sellers, Purchase Price or (ii) after 5:00 p.m. (Pacific Time) on the Commitment Date but on or before 5:00 p.m. (Pacific Time) on the Hard Date, then the Purchasers shall be entitled to a refund of the Deposit minus an amount of Six Hundred Thousand Dollars ($600,000), which Six Hundred Thousand Dollars ($600,000) shall be paid to the Sellers or (iii) after 5:00 p.m. (Pacific Time) on the Hard Date, then the Purchasers shall not be entitled to a refund of the Depositterminate this Agreement. If the Purchasers do not terminate Buyer terminates this Agreement as set forth in accordance with this Section 1.8 or as otherwise provided herein7(d), then this Agreement will have no further force or effect, the parties will have no further obligations to each other (except for any indemnities or other provisions that expressly survive termination of this Agreement) and Escrow Holder shall remain refund the Deposit to Buyer. (e) Notwithstanding any provision to the contrary set forth herein, in full force addition to the rights set forth in Sections 5(c), 5(b) and effect7(d), at any time during the Due Diligence Period, Buyer may in its sole discretion, elect to designate specified properties from the properties identified on Exhibit A as Excluded Properties as defined in Section 5(c). In the event of such an election, Buyer shall deliver to Seller a notice stating which properties it has designated as Excluded Properties no later than two (2) days prior to the expiration of the Due Diligence Period (the “Notice to Seller”). Upon delivery of the Notice to Seller, the designated properties described in the Notice to Seller shall be Excluded Properties, and the terms of Section 5(c) shall apply with respect thereto.

Due Diligence Period. Seller represents and warrants that the financial information supplied to Buyer by Seller is true and correct and is a fair and accurate representation of the financial condition and results of operation of the Business. From the date of execution of this contract Buyer shall, at its option, have five (5) calendar days to request, in writing, any financial information of Seller necessary to verify the financial condition of the Business and the information supplied by Seller to Buyer. The Parties hereby acknowledge thatbuyer shall review and verify the financial information, as well as perform any other due diligence, inspections or reviews deemed necessary by the Buyer, within THIRTY_______________(30) calendar days of the Effective Date. If due diligence is acceptable, Buyer shall remove the Purchasers have not yet had an opportunity to complete their Due Diligence Investigation and fully review and evaluate all aspects of this transaction and due diligence contingency in writing no later than 5 PM on the condition and suitability last day of the Assetsdue diligence period set forth above. Accordingly, for the period (the “Due Diligence Period”) beginning on the Effective Date and continuing until 5:00 p.m. (Pacific Time) on April 15, 2012 (as such date may be accelerated pursuant to Section 1.9, the “Hard Date”), and notwithstanding any other provision of this Agreement If due diligence is unacceptable to the contraryBuyer for any reason, the Purchasers shall have the right to terminate Buyer, in its sole discretion, may cancel this Agreement Contract by written notice to Seller and Broker within the Sellers due diligence period set forth above. Upon any such cancellation, all deposits paid shall be returned to Buyer and each of the parties shall have no further obligation to each other. Buyer’s failure to notify Seller and Broker within the time specified shall constitute Buyer’s absolute waiver of this provision and shall acknowledge Buyer’s acceptance of all due diligence. SELLER’S INITIALS BUYER’S INTIALS Further, Seller acknowledges that if Buyer is a subsidiary of a publicly held corporation and agrees to cooperate in the event the Purchasersproviding any historic financial information, in the Purchasers’ sole discretionbuyer may need to comply with Securities and Exchange Commission Reporting requirements , are not satisfied with the Assets for any reason (or no reason)including audited financial statements , which reason (or no reason) need not , if required ,, shall be specified in such notice, provided that such notice is delivered to the Sellers and their counsel completed at the email addresses set forth in Exhibit 1.8, on or prior to 5:00 p.m. (Pacific Time) on the Hard Date. Each Seller acknowledges and agrees that the Purchasers have no obligation to give the Sellers prior notice, or to negotiate in good faith with the Sellers regarding modifying the terms expense of this Agreement or the transactions contemplated hereby, before the Purchasers deliver the notice of termination contemplated by the immediately preceding sentence to the email address listed in Section 1.8 of the Disclosure Letter. If such notice of termination is so delivered (i) on or before 5:00 p.m. (Pacific Time) on February 27, 2012 (the “Commitment Date”), then the Purchasers shall be entitled to a refund of the Deposit minus an amount of Three Hundred Thousand Dollars ($300,000), which Three Hundred Thousand Dollars ($300,000) shall be paid to the Sellers, (ii) after 5:00 p.m. (Pacific Time) on the Commitment Date but on or before 5:00 p.m. (Pacific Time) on the Hard Date, then the Purchasers shall be entitled to a refund of the Deposit minus an amount of Six Hundred Thousand Dollars ($600,000), which Six Hundred Thousand Dollars ($600,000) shall be paid to the Sellers or (iii) after 5:00 p.m. (Pacific Time) on the Hard Date, then the Purchasers shall not be entitled to a refund of the Deposit. If the Purchasers do not terminate this Agreement as set forth in this Section 1.8 or as otherwise provided herein, then this Agreement shall remain in full force and effectbuyer.

Due Diligence Period. The Parties hereby acknowledge that, as of (a) Buyer will have a period commencing on the Effective Date, Date and ending at 6:00 PM Pacific Time on the Purchasers have not yet had an opportunity to complete their Due Diligence Investigation and fully review and evaluate date that is 30 days after Buyer has received all aspects of this transaction and the condition and suitability of the Assets. Accordingly, for the period Property Information set forth in Schedule 6(a)(3) (the “Due Diligence Period”) beginning on to examine, inspect, and investigate the Property and, in Buyer’s sole judgment and discretion, to determine whether Buyer desires to purchase the Property. If Buyer is acting diligently and in good faith to proceed with the consummation of the transaction contemplated by this Agreement, Seller will agree, upon the written request of Buyer, to extend the Due Diligence Period up to fourteen (14) days. Buyer agrees to submit a notice to Seller confirming Buyer has received all Property Information once received and the date of the notice will become the Effective Date and continuing until 5:00 p.m. Date. (Pacific Timeb) Buyer may terminate this Agreement for any or no reason by giving written notice of such termination to Seller on April 15, 2012 (as such date may be accelerated or before the last day of the Due Diligence Period. If this Agreement is terminated pursuant to this Section 1.97, the “Hard Date”)Deposit shall be immediately refunded to Buyer, and notwithstanding neither party shall have any further liability or obligation to the other under this Agreement except for the indemnity provisions set forth in Section 7(c) of this Agreement and any other provision of this Agreement that is expressly intended to survive the termination of this Agreement. In the event this Agreement is terminated escrow is required to return Buyer’s Deposit immediately and Seller agrees and will not cause escrow to delay the return of the Deposit to Buyer for any reason. If Buyer does not elect to exercise its right to terminate this Agreement during the Due Diligence Period, then Buyer shall notify Seller of Buyer’s intention to acquire the Property before the expiration of the Due Diligence Period. If Buyer does not, before the expiration of the Due Diligence Period, either affirmatively notify Seller of its desire to acquire the Property or send a termination notice to Seller, then Buyer will be deemed to have elected to terminate this Agreement. If Buyer elects to proceed to purchase the Property, and this Agreement is not terminated or deemed terminated before the expiration of the Due Diligence Period, then the Deposit shall be non-refundable except in the event of a default hereunder by Seller. (c) Subject to the contraryrights of tenants under the Leases, Seller will provide to Buyer reasonable access to the Property for the purpose of examining any or all aspects thereof, including conducting on a non-destructive basis, surveys, architectural, engineering, non-invasive geo-technical and environmental inspections and tests, and any other inspections, studies, or tests reasonably required by Buyer. Buyer shall give Seller reasonable notice by telephone or e-mail before entering onto any of the properties that comprise the Property to perform inspections or tests, and in the case of tests (i) Buyer shall specify to Seller the precise nature of the test to be performed, and (ii) Seller may require, as a condition precedent to Buyer’s right to perform any such test, that Buyer deliver Seller evidence of public liability and other appropriate insurance naming Seller as an additional insured thereunder. Such examination of the physical condition of the Property, including the Third Party Inspection Report (defined in Section 7(d) below) may include an examination for the presence or absence of hazardous or toxic materials, substances or wastes, which shall be performed or arranged by Buyer at Buyer’s sole expense. Buyer shall keep the Property free and clear of any liens and will indemnify, protect, defend, and hold each Seller Related Party (defined below) harmless from and against all losses, costs, damages, claims, liabilities and expenses (including reasonable attorneys’ fees and court costs) (collectively, “Losses”) arising from damage to the Property and injury to persons asserted against or incurred by any Seller Related Party as a result of such entry by Buyer, its agents, employees or representatives (except that Buyer shall have no liability or indemnity obligation for any diminution in the value of the Property as a result of any unfavorable analysis, test, study, opinion or recommendation made to or for or reach by Buyer). If any inspection or test disturbs the Property and Buyer does not acquire the Property, Buyer will restore the Property to substantially the same condition as existed prior to any such inspection or test. Buyer and its agents, employees, and representatives may, upon not less than 24 hours prior telephonic notice to Seller, examine and make copies of all books and records and other materials relating to the condition of the Property in Seller’s possession at the office where such records are maintained, provided Buyer shall keep all such information confidential in accordance with Section 22(p) below. Any information provided to or obtained by Buyer with respect to the Property shall be subject to the provisions of Section 22(p) of this Agreement. The obligations of Buyer under this Section shall survive the termination of the Agreement. (d) Buyer may retain a contractor or home inspector to prepare a report or reports describing the physical condition of the Property (collectively, the Purchasers “Third Party Inspection Report”), which Third Party Inspection Report shall adequately identify any necessary repairs, improvements or replacements, which shall include, without limitation, any replacement of items near the end or beyond its applicable useful life, and the estimated costs of such repairs, improvements or replacements (collectively, the “Necessary Repairs”). The person or entity preparing the Third Party Inspection Report must be licensed to perform such inspections in the jurisdiction where the Property is located, and may not be, or have ever been, owned or controlled by Buyer or an affiliate of Buyer or otherwise not at arm’s length from Buyer. Buyer will provide a copy of the Third Party Inspection Report to Seller prior to the expiration of the Due Diligence Period. If any Necessary Repairs are identified in the Third Party Inspection Report and subject to the limitations set forth below, Seller shall have the right to terminate this Agreement by written notice to the Sellers in the event the Purchasers, in the Purchasers’ sole discretion, are not satisfied with the Assets for any reason (or no reason), which reason (or no reason) need not be specified in such notice, provided that such notice is delivered to the Sellers and their counsel at the email addresses set forth in Exhibit 1.8, on or prior to 5:00 p.m. (Pacific Time) on the Hard Date. Each Seller acknowledges and agrees that the Purchasers have no obligation to give the Sellers prior notice, or to negotiate in good faith with the Sellers regarding modifying the terms of this Agreement or the transactions contemplated hereby, before the Purchasers deliver the notice of termination contemplated by the immediately preceding sentence to the email address listed in Section 1.8 of the Disclosure Letter. If such notice of termination is so delivered (i) on or before 5:00 p.m. (Pacific Time) on February 27, 2012 (make the “Commitment Date”), then Necessary Repairs after Closing and the Purchasers shall be entitled to a refund estimated cost of the Deposit minus an amount of Three Hundred Thousand Dollars ($300,000), which Three Hundred Thousand Dollars ($300,000) shall be paid to the Sellers, (ii) after 5:00 p.m. (Pacific Time) on the Commitment Date but on or before 5:00 p.m. (Pacific Time) on the Hard Date, then the Purchasers shall be entitled to a refund of the Deposit minus an amount of Six Hundred Thousand Dollars ($600,000), which Six Hundred Thousand Dollars ($600,000) shall be paid to the Sellers or (iii) after 5:00 p.m. (Pacific Time) on the Hard Date, then the Purchasers shall not be entitled to a refund of the Deposit. If the Purchasers do not terminate this Agreement Necessary Repairs as set forth in the Third Party Inspection Report shall be held in escrow by the Escrow Holder until such Necessary Repairs are completed as described in Section 7(d)(1) below, or (ii) reduce the Purchase Price by the estimated cost of the repairs, improvements or replacements set forth in the Third Party Inspection Report. In the event Seller elects to reduce the Purchase Price, Seller and Buyer agree that the Purchase Price will not be reduced by an amount greater than two and one-half percent (2.5%) of the Purchase Price without Seller’s written agreement. Normal wear and tear shall not constitute grounds for a reduction in the Purchase Price. If the cost to make the repairs, improvements and/or replacements identified in the Third Party Inspection Report exceeds two and one-half percent (2.5%) of the Purchase Price, and Seller does not agree to reduce the Purchase Price by the identified cost of such repairs, improvements and replacements as set forth in the Third Party Inspection Report, then Seller shall have the right, upon written notice (the “Necessary Repair Notice”) delivered to Buyer within five (5) days after Seller’s receipt of the Third Party Inspection Report, to exclude up to five (5) properties identified in the Third Party Inspection Report from the Property being acquired in accordance with this Agreement (the “Necessary Repair Properties”), in which event the description of the properties that comprise the Property will be deemed modified to exclude the Necessary Repair Properties, and the Purchase Price will be reduced by the product of the number of homes that comprise the Necessary Repair Properties and the value assigned to each home as mutually agreed by Buyer and Seller. If Seller timely delivers the Necessary Repair Notice to Buyer, Buyer may, upon written notice to Seller and prior to the end of the Due Diligence Period, elect to (i) close the transaction as contemplated with a reduction of the Purchase Price in an amount equal to the lesser of (A) the estimated cost of the repairs, improvements or replacements set forth in the Third Party Inspection Report less the amount of such costs attributed to the Necessary Repair Properties or (B) two and one-half percent (2.5%), or (ii) terminate this Agreement. If Buyer terminates this Agreement in accordance with this Section 1.8 or as otherwise provided herein7(d), then this Agreement will have no further force or effect, the parties will have no further obligations to each other (except for any indemnities or other provisions that expressly survive termination of this Agreement) and Escrow Holder shall refund the Deposit to Buyer. If Seller fails to timely deliver the Necessary Repair Notice to Buyer, the Purchase Price shall be reduced by the estimated cost of the repairs, improvements or replacements set forth in the Third Party Inspection Report. The reductions to the Purchase Price contemplated in this Section 7(d) are in addition to those contemplated in Section 5(c) of this Agreement. (1) If Seller elects to make the repairs contemplated in Section 7(d) above, a Purchase Price Escrow Repair Holdback amount of 100% of the estimated cost of the Necessary Repairs (the “Purchase Price Escrow Repair Holdback”) shall be withheld by the Escrow Holder until such time as Seller has completed all Necessary Repairs to Buyer’s reasonable satisfaction. Such Necessary Repairs shall be completed by Seller, at Seller’s sole cost and expense, not later than ninety (90) days after Closing (the “Holdback Repair Period”). Seller shall provide to Buyer invoices and related back-up documentation reasonably acceptable to Buyer pertaining to all Necessary Repairs, as well as photographs reasonably acceptable to Buyer depicting each and every item to be repaired before such repair has begun and after such repair has been completed. Purchase Price Holdback funds shall remain held by the Escrow Holder until all Necessary Repairs are completed to Buyer’s reasonable satisfaction. Upon the end of the Holdback Repair Period or sooner upon Buyer’s election, Buyer shall review the status of the Necessary Repairs and, if any repairs have been completed to Buyer’s reasonable satisfaction, Buyer shall at that time instruct the Escrow Holder to release funds pertaining to such completed repairs described in full force and effectthe Third Party Inspection Report. If after Buyer’s review of the Necessary Repairs Buyer determines that all of the Necessary Repairs have been completed during the Holdback Repair Period, any Purchase Price Escrow Repair Holdback funds remaining in Escrow Holder’s custody shall be released to Seller.

Due Diligence Period. The Parties hereby acknowledge that, as of (a) Buyer will have a period commencing on the Effective Date, Date and ending at 6:00 PM Pacific Time on the Purchasers have not yet had an opportunity to complete their Due Diligence Investigation and fully review and evaluate date that is 30 days after Buyer has received all aspects of this transaction and the condition and suitability of the Assets. Accordingly, for the period Property Information set forth in Schedule 6(a)(3) (the “Due Diligence Period”) beginning to examine, inspect, and investigate the Property and, in Buyer’s sole judgment and discretion, to determine whether Buyer desires to purchase the Property. Seller shall deliver written notice to Buyer confirming that Seller has sent all Property Information. Buyer shall have seven (7) business days after receipt of such notice to (i) confirm its receipt of all Property Information or (ii) notify Seller of any missing Property Information. If Buyer notifies Seller of any missing Property Information within such seven (7) business day period, Seller shall have an additional five (5) business days to deliver such missing Property Information to Buyer. (b) Buyer may terminate this Agreement for any or no reason by giving written notice of such termination to Seller on or before the Effective Date and continuing until 5:00 p.m. (Pacific Time) on April 15, 2012 (as such date may be accelerated last day of the Due Diligence Period. If this Agreement is terminated pursuant to this Section 1.97, the “Hard Date”)Deposit shall be immediately refunded to Buyer, and notwithstanding neither party shall have any further liability or obligation to the other under this Agreement except for the indemnity provisions set forth in Section 7(c) of this Agreement and any other provision of this Agreement that is expressly intended to survive the termination of this Agreement. In the event this Agreement is terminated as provided for herein, Escrow Holder shall promptly return Buyer’s Deposit and Seller shall not cause Escrow Holder to delay the return of the Deposit to Buyer for any reason. If Buyer does not elect to exercise its right to terminate this Agreement during the Due Diligence Period, then Buyer shall notify Seller of Buyer’s intention to acquire the Property before the expiration of the Due Diligence Period. If Buyer does not, before the expiration of the Due Diligence Period, either affirmatively notify Seller of its desire to acquire the Property or send a termination notice to Seller, and such failure continues for five (5) business days thereafter, then Buyer will be deemed to have elected to terminate this Agreement. If Buyer elects to proceed to purchase the Property, and this Agreement is not terminated or deemed terminated before the expiration of the Due Diligence Period, then the Deposit shall be non-refundable except in the event of a default hereunder by Seller. (c) Subject to the contraryrights of tenants under the Leases, Seller will provide to Buyer reasonable access to the Property for the purpose of examining any or all aspects thereof, including conducting on a non-destructive basis, surveys, architectural, engineering, non-invasive geo-technical and environmental inspections and tests, and any other inspections, studies, or tests reasonably required by Buyer. Buyer shall give Seller reasonable notice by telephone or e-mail before entering onto any of the properties that comprise the Property to perform inspections or tests, and in the case of tests (i) Buyer shall specify to Seller the precise nature of the test to be performed, and (ii) Seller may require, as a condition precedent to Buyer’s right to perform any such test, that Buyer deliver Seller evidence of public liability and other appropriate insurance naming Seller as an additional insured thereunder. Such examination of the physical condition of the Property, including the Third Party Inspection Report (defined in Section 7(d) below) may include an examination for the presence or absence of hazardous or toxic materials, substances or wastes, which shall be performed or arranged by Buyer at Buyer’s sole expense. Buyer shall keep the Property free and clear of any liens and will indemnify, protect, defend, and hold each Seller Related Party (defined below) harmless from and against all losses, costs, damages, claims, liabilities and expenses (including reasonable attorneys’ fees and court costs) (collectively, “Losses”) arising from damage to the Property and injury to persons asserted against or incurred by any Seller Related Party as a result of such entry by Buyer, its agents, employees or representatives (except that Buyer shall have no liability or indemnity obligation for any diminution in the value of the Property as a result of any unfavorable analysis, test, study, opinion or recommendation made to or for or reach by Buyer). If any inspection or test disturbs the Property and Buyer does not acquire the Property, Buyer will restore the Property to substantially the same condition as existed prior to any such inspection or test. Buyer and its agents, employees, and representatives may, upon not less than 24 hours prior telephonic notice to Seller, examine and make copies of all books and records and other materials relating to the condition of the Property in Seller’s possession at the office where such records are maintained. Any information provided to or obtained by Buyer with respect to the Property shall be subject to the provisions of Section 22(p) of this Agreement. The obligations of Buyer under this Section shall survive the termination of the Agreement. (d) Buyer may retain a contractor or home inspector to prepare a report or reports describing the physical condition of the Property (collectively, the Purchasers “Third Party Inspection Report”), which Third Party Inspection Report shall adequately identify any necessary repairs or improvements and the estimated costs of such repairs or improvements (collectively, the “Necessary Repairs”). The person or entity preparing the Third Party Inspection Report must be licensed to perform such inspections in the jurisdiction where the Property is located, and may not be, or have ever been, owned or controlled by Buyer or an affiliate of Buyer or otherwise not at arm’s length from Buyer. Buyer will provide a copy of the Third Party Inspection Report to Seller prior to the expiration of the Due Diligence Period. If any Necessary Repairs are identified in the Third Party Inspection Report and subject to the limitations set forth below, Seller shall have the right to terminate this Agreement by written notice to the Sellers in the event the Purchasers, in the Purchasers’ sole discretion, are not satisfied with the Assets for any reason (or no reason), which reason (or no reason) need not be specified in such notice, provided that such notice is delivered to the Sellers and their counsel at the email addresses set forth in Exhibit 1.8, on or prior to 5:00 p.m. (Pacific Time) on the Hard Date. Each Seller acknowledges and agrees that the Purchasers have no obligation to give the Sellers prior notice, or to negotiate in good faith with the Sellers regarding modifying the terms of this Agreement or the transactions contemplated hereby, before the Purchasers deliver the notice of termination contemplated by the immediately preceding sentence to the email address listed in Section 1.8 of the Disclosure Letter. If such notice of termination is so delivered (i) on or before 5:00 p.m. (Pacific Time) on February 27, 2012 (make the “Commitment Date”), then Necessary Repairs after Closing and the Purchasers shall be entitled to a refund estimated cost of the Deposit minus an amount of Three Hundred Thousand Dollars ($300,000), which Three Hundred Thousand Dollars ($300,000) shall be paid to the Sellers, (ii) after 5:00 p.m. (Pacific Time) on the Commitment Date but on or before 5:00 p.m. (Pacific Time) on the Hard Date, then the Purchasers shall be entitled to a refund of the Deposit minus an amount of Six Hundred Thousand Dollars ($600,000), which Six Hundred Thousand Dollars ($600,000) shall be paid to the Sellers or (iii) after 5:00 p.m. (Pacific Time) on the Hard Date, then the Purchasers shall not be entitled to a refund of the Deposit. If the Purchasers do not terminate this Agreement Necessary Repairs as set forth in the Third Party Inspection Report shall be held in escrow by the Escrow Holder until such Necessary Repairs are completed by Seller within forty-five (45) days or (ii) reduce the Purchase Price by the estimated cost of the repairs or replacements set forth in the Third Party Inspection Report. In the event Seller elects to reduce the Purchase Price, Seller and Buyer agree that the Purchase Price will not be reduced by an amount greater than five percent (5%) of the Purchase Price without Seller’s written agreement. Normal wear and tear shall not constitute grounds for a reduction in the Purchase Price. If the cost to make the repairs and replacements identified in the Third Party Inspection Report exceeds five percent (5%) of the Purchase Price, and Seller does not agree to reduce the Purchase Price by the identified cost of such repairs and replacements as set forth in the Third Party Inspection Report, then Buyer may, upon written notice to Seller and prior to the end of the Due Diligence Period, elect to (i) close the transaction as contemplated with a five percent (5%) reduction of the Purchase Price or (ii) terminate this Agreement. If Buyer terminates this Agreement in accordance with this Section 1.8 or as otherwise provided herein7(d), then this Agreement will have no further force or effect, the parties will have no further obligations to each other (except for any indemnities or other provisions that expressly survive termination of this Agreement) and Escrow Holder shall remain refund the Deposit to Buyer. The reductions to the Purchase Price contemplated in full force this Section 7(d) are in addition to those contemplated in Section 5(b) and effect5(c) of this Agreement. (e) Notwithstanding any provision to the contrary set forth herein, in addition to the rights set forth in Sections 5(b), 5(c) and 7(d), at any time during the Due Diligence Period, Buyer may in its sole discretion, elect to designate specified properties from the properties identified on Exhibit A as Excluded Properties as defined in Section 5(c), with the understanding that Seller’s written consent is required if Buyer elects to buy fewer than eighty-five percent (85%) of the properties comprising the Property. In the event of such an election, Buyer shall deliver to Seller a notice stating which properties it has designated as Excluded Properties no later than two (2) days prior to the end of the Due Diligence Period (the “Notice to Seller”). Upon delivery of the Notice to Seller, the designated properties described in the Notice to Seller shall be Excluded Properties, and the terms of Section 5(c) shall apply with respect thereto.