Common use of Due Diligence Clause in Contracts

Due Diligence. Buyer will have until the expiration of thirty (30) days from the effective date hereof to conduct such investigation into the Property as Buyer shall deem necessary and appropriate to satisfy itself regarding each item, the Property, and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and tests. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Property or persons caused by Buyer or its agents arising out of such physical inspections of the Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective date, Seller shall deliver the following items to Buyer. (a) One copy of a title insurance commitment for an Owner's Title insurance policy (see Section 8 below). (b) A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Property as are in Seller's possession. (c) A copy of an "as built" survey of the Property done concurrent with Seller's acquisition of the Property, if in Seller's possession. (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section 11(a) below) of the Property and Guaranty, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct copies of the Lease and all amendments thereto as well as the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvements. Buyer may cancel this Agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section 6 of this Agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make the Second Payment, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this Agreement, or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are made when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Due Diligence. Buyer will have until shall have, through the expiration last day of the due diligence period, which shall be thirty (30) days from the effective Commencement Date, or five (5) days from the date hereof Buyer receives an appraisal of the Premises and Phase I environmental report, whichever is later (but in no event later than forty-five (45) days from the Commencement Date), in which to conduct such investigation into examine, inspect and investigate the Property as Premises and, in Buyer's sole and absolute judgment and discretion, to determine whether the Premises is acceptable to Buyer shall deem and to obtain all necessary and appropriate to satisfy itself regarding each iteminternal approvals, (the Property, and this transaction ("Site Inspection Due Diligence Period"). In the event the Buyer determines in its reasonable discretion that a Phase II environmental report is necessary to permit Buyer to complete Buyer's due diligence, the Due Diligence Period shall be extended for a reasonable period of time, not to exceed thirty (30) days, from the date the Buyer receives the Phase I environmental report. If Buyer, by written notice to Seller, subject waives its right to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and tests. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Property or persons caused by Buyer or its agents arising out of such physical inspections of the Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing pursuant to this Paragraph prior to the expiration last day of the Site Inspection Due Diligence Period, this site inspection contingency to Buyer's obligations hereunder then the Due Diligence Period shall be deemed satisfied. Within five (5) business days after the effective date, Seller shall deliver the following items to Buyer. (a) One copy of a title insurance commitment for an Owner's Title insurance policy (see Section 8 below). (b) A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements have ended on the Property as are date such notice is received by Seller. Notwithstanding anything to the contrary in Seller's possession. this Agreement, Buyer may terminate this Agreement by giving notice of termination to Seller (cthe, "Due Diligence Termination Notice") A copy of an "as built" survey on or before the last day of the Property done concurrent with Seller's acquisition Due Diligence Period. If Buyer does not give the Due Diligence Termination Notice, this Agreement shall continue in full force and effect. If this Agreement terminates pursuant to this Paragraph, the First Deposit, other than the $5,000.00 identified as non-refundable, shall be refunded to Buyer immediately, and all further rights and obligations of the Property, if in Seller's possession. (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section 11(a) below) of the Property and Guaranty, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct copies of the Lease and all amendments thereto as well as the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvements. Buyer may cancel parties under this Agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Period. Such notice shall be deemed effective only upon receipt by Sellerterminate. If this Agreement is not cancelled as set forth aboveterminated pursuant to this Paragraph, Buyer shall have the obligation to immediately place in escrow the Second Deposit and the Deposit (i.e, First Payment Deposit and Second Deposit) which shall then be deemed non-refundable unless absent Seller's breach. In the event that Buyer would not proceed with this Agreement, it shall furnish to Seller copies of all tests, surveys, reports and inspections obtained by Buyer without cost. Seller shall default hereunderreceive notice of the performance of any tests and inspections and have the right to be present. Buyer shall have reasonable access to the Premises for the purpose of conducting surveys, architectural, engineering, geotechnical and environmental inspections and tests (including intrusive inspection and sampling), and any other inspections, studies or tests reasonably required by Buyer, but in a manner not disruptive of ongoing business. Seller shall cooperate with Buyer and enforce the provisions of existing tenants' leases, if necessary to facilitate Buyer's access and inspections. Buyer shall keep the Premises free and clear of any liens and will indemnify, defend and hold Seller harmless from all claims and liabilities asserted against Seller as a result of any such entry by Buyer, its agents, employees or representatives. If any inspection or tests disturbs the Premises, Buyer cancels will restore the Premises to the same condition as existed prior to any such inspection or test. Buyer and its agents, employees and representatives shall have a continuing right of reasonable access to the Premises during the pendency of this Agreement for the purpose of examining and making copies of all books and records and other materials relating to the Premises in Seller's or its property manager's possession and Buyer shall have the right to conduct a "walk-through" of the Premises prior to Closing upon appropriate notice to tenants as permitted under the Leases. In the course of its investigations, Buyer may make inquiries to third parties, including, without limitation, tenants, lenders, contractors, property managers, parties to Service Contracts and municipal, local and other government officials and representatives, and Seller consents to such inquiries, provided same are performed in a professional manner and does not disrupt any ongoing business. The obligations of the Buyer under this Section, except for any escrow cancellation fees and any liabilities under Paragraph shall survive the first paragraph of Section 6 termination of this Agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make the Second Payment, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this Agreement, or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are made when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Due Diligence. Buyer will have until the expiration latter of thirty (30i) sixty (60) days from after the effective date hereof full execution of this Agreement by both parties hereto, or (ii) sixty (60) days after delivery of each of the following items (the "Due Diligence Period") to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, Property and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and tests. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Property or persons caused by Buyer or its agents arising out of such physical inspections of the Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective date, Seller shall deliver the following items to Buyertransaction. (a) One a. The original and one copy of a title insurance commitment for an OwnerTLTA owner's Title title insurance policy (see Section paragraph 8 below). (b) A copy b. Copies of a Certificate of Occupancy or other such document certifying completion "as built" plans and granting permission to permanently occupy the improvements on specifications for the Property as are in Seller's possessionSeller can locate after diligent search. (c) A copy c. Copies of an "as built" survey of the Property done concurrent with Seller's acquisition of the Property, if in Seller's possession. (d) A copy d. Copies of any Phase I Environmental Report on and all existing soil tests and environmental tests previously done by or for Seller relating to the Property. Seller shall provide Buyer access to the Property from time to time, after Seller shall have coordinated the same with the present occupant of the Property, if in Seller's possession. (e) A copy for the purpose of conducting inspections thereof including mechanical, structural, electrical and other physical inspections. Buyer has until the end of the Lease (as further set forth in Section 11(a) below) Due Diligence Period to complete such physical inspection. Buyer shall indemnify Seller from and against any and all losses, claims, causes of action, liabilities, and costs to the Property and Guaranty, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller extent caused by the Tenant and/or Guarantorsactions of Buyer, its agents, employees, contractors, or invitees, during any such entry upon the Property. True and correct copies The foregoing duty of indemnification shall include the Lease and duty to pay all amendments thereto as well as reasonable attorney's fees incurred by the Guaranty are Seller in AEI's Possession. (f) Copies of all warranties relating responding to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvementsor defending any such claims or proceedings. Buyer may cancel this Agreement agreement for ANY REASON in its sole discretion by delivering a cancellation noticenotice by certified mail, return receipt requested, or by overnight delivery service to Seller and escrow holder before the expiration of the Site Inspection Due Diligence Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section 6 Sections 15(a) of this Agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its the First PaymentPayment only if the reason for termination shall be the existence of a non-curable objection to the marketability of title or the presence of Hazardous Substances on the Property as revealed by a Phase I Environmental report prepared by a third party environmental engineer. Upon termination of this Agreement by Buyer, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless Otherwise Buyer may terminate this Agreement is canceled during the Due Diligence Period, but its First Payment in its entirety shall be non-refundable. Upon the expiration of the Due Diligence Period, Buyer shall have been deemed to have waived its right to terminate this Agreement based upon the items received by Buyer pursuant and its inspection of the property during the Due Diligence Period. Buyer shall have ten (10) business days, from written notice to Buyer, to review any adverse material changes in any of the due diligence items received prior to the terms hereof, if Buyer fails Closing Date to make the Second Payment, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under terminate this Agreement. Seller mayExcept for the foregoing, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this Agreement, or Seller may exercise its rights under Section 14 hereof. If if this Agreement is not canceled and the First Payment and the Second Payment are is made when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Due Diligence. Buyer will have until the expiration of thirty (30) 30 days from the effective date hereof Effective Date of this Agreement (the "Review Period") to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, Property and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Property or persons caused by Buyer or its agents arising out of such physical inspections of the Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration Within ten days of the Site Inspection Period, Effective Date of this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective dateAgreement, Seller shall deliver the following items to Buyer.provide (except as explained below, in Item A): (a) A. One copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below), to be ordered by Seller immediately upon both parties hereto having executed this agreement, and said commitment to be delivered to Buyer as soon as the third party title insurance company provides it to Seller. (b) B. A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Property as are in Seller's possession. (c) C. A copy of an "as built" survey of the Property done completed concurrent with Seller's acquisition of the Property, if available in Seller's possession. (d) D. A copy of any Phase I Environmental Report on the Property, if available in Seller's possession. (e) A copy of the Lease E. Lease, and any amendments or modifications thereto (as further set forth in Section 11(aparagraph 11(A) below) of the Property showing occupancy date, lease expiration date, rent, and GuarantyGuarantees, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct copies of the Lease and all amendments thereto as well as the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvements. Buyer may cancel this Agreement agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section section 6 of this Agreement (which will survive), Buyer Seller (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned return to Buyer its First Payment, Payment and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make the Second Payment, Payment Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller then may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this AgreementAgreement and relinquish all rights in and to the Property, or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are is made when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Due Diligence. Buyer will have until the expiration of thirty (30) 45 days from the effective date hereof Effective Date of this Agreement (the "Review Period") to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, Property and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Property or persons caused by Buyer or its agents arising out of such physical inspections of the Property. Subject to Section 16 hereof, unless Buyer shall terminate Within ten days of the Effective Date of this Agreement (except as explained below, in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective dateItem A), Seller shall deliver the following items to Buyer.provide: (a) A. One copy of a title insurance commitment for an Owner's Title insurance policy (see Section 8 paragraph 9 below), will deliver to buyer as soon as third party title insurance company provides to Seller. (b) B. A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Property as are in Seller's possession. (c) C. A copy of an "as built" survey of the Property done completed concurrent with Seller's acquisition of the Property, if available in Seller's possession. (d) D. A copy of any Phase I Environmental Report on the Property, if available in Seller's possession. (e) A copy of the Lease E. Lease, and any amendments or modifications thereto (as further set forth in Section 11(aparagraph 12(A) below) of the Property showing occupancy date, lease expiration date, rent, and GuarantyGuarantees, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct copies of the Lease and all amendments thereto as well as the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvements. Buyer may cancel this Agreement agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section section 6 of this Agreement (which will survive), Buyer Seller (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned return to Buyer its First Payment, Payment and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make the Second Payment, Payment Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller then may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this AgreementAgreement and relinquish all rights in and to the Property, or Seller may exercise its rights under Section 14 15 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are is made when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Due Diligence. Buyer will have until the expiration of thirty (30) days from the effective date hereof fifth business day after delivery of each of following items, to be supplied by Seller, to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Entire Property or persons caused by Buyer or its agents arising out of such physical inspections of the Entire Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection (The "Review Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective date, Seller shall deliver the following items to Buyer.") (a) One The original and one copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below). (b) A copy Copies of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Entire Property as are in Seller's possession. (c) A copy Copies of an "as built" survey of the Entire Property done concurrent with Seller's acquisition of the Property, if in Seller's possession. (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section paragraph 11(a) below) of the Entire Property showing occupancy date, lease expiration date, rent, and GuarantyGuarantys, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct Buyer Initial: /s/ GEA /s/ WKA Purchase Agreement for Applebee's - Destin, FL It is a contingency upon Seller's obligations hereunder that two (2) copies of Co-Tenancy Agreement in the Lease form attached hereto duly executed by Buyer and all amendments thereto as well as Seller and dated on escrow closing date be delivered to the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements Seller on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvementsclosing date. Buyer may cancel this Agreement agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section 6 sections 15(a) of this Agreement agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make the Second Payment, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this Agreement, or Seller may exercise its Agreement and relinquish all rights under Section 14 hereofin and to the Property unless Buyer makes the Second Payment when required. If this Agreement is not canceled and the First Payment and the Second Payment are is made when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Due Diligence. Buyer will have until January 23, 2008 (the expiration of thirty (30"Review Period") days from the effective date hereof to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, Property and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Property or persons caused by Buyer or its agents arising out of such physical inspections of the Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration Within ten days of the Site Inspection Period, Effective Date of this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective dateAgreement, Seller shall deliver the following items to Buyer.provide (except as explained below, in Item A): (a) A. One copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below), to be ordered by Seller immediately upon both parties hereto having executed this agreement, and said commitment to be delivered to Buyer as soon as the third party title insurance company provides it to Seller. (b) B. A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Property as are in Seller's possession. (c) C. A copy of an "as built" survey of the Property done completed concurrent with Seller's acquisition of the Property, if available in Seller's possession. (d) D. A copy of any Phase I Environmental Report on the Property, if available in Seller's possession. (e) A copy of the Lease E. Lease, and any amendments or modifications thereto (as further set forth in Section 11(aparagraph 11(A) below) of the Property showing occupancy date, lease expiration date, rent, and GuarantyGuarantees, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct copies of the Lease and all amendments thereto as well as the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvements. Buyer may cancel this Agreement agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section section 6 of this Agreement (which will survive), Buyer Seller (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned return to Buyer its First Payment, Payment and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make the Second Payment, Payment Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller then may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this AgreementAgreement and relinquish all rights in and to the Property, or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are is made when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Due Diligence. Buyer will have until the expiration of thirty the tenth business day (30The "Review Period") days from the effective date hereof after delivery of each of following items, to be supplied by Seller, to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Entire Property or persons caused by Buyer or its agents arising out of such physical inspections of the Entire Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective date, Seller shall deliver the following items to Buyer. (a) One The original and one copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below). (b) A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Entire Property as are in Seller's possession. (c) A copy of an "as built" survey of the Entire Property done concurrent with Seller's acquisition of the Property, if in Seller's possession. (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section paragraph 11(a) below) of the Entire Property showing occupancy date, lease expiration date, rent, and GuarantyGuarantys, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct Buyer Initial: /s/ LL Purchase Agreement for Hometown Buffet-Tucson, AZ It is a contingency upon Seller's obligations hereunder that two (2) copies of Co-Tenancy Agreement in the form attached hereto duly executed by Buyer and AEI Net Lease Income & Growth Fund XIX Limited Partnership and all amendments thereto as well as dated on escrow closing date be delivered to the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements Seller on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvementsclosing date. Buyer may cancel this Agreement agreement for ANY REASON in its sole discretion by delivering a cancellation notice, via first class mail, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section section 6 of this Agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make the Second Payment, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this Agreement, Agreement and relinquished all rights in and to the Property or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are is made when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Due Diligence. Buyer will have until the expiration of thirty the fifth business day (30The "Review Period") days from the effective date hereof after delivery of each of following items, to be supplied by Seller, to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Entire Property or persons caused by Buyer or its agents arising out of such physical inspections of the Entire Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective date, Seller shall deliver the following items to Buyer. (a) One The original and one copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below). (b) A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Entire Property as are in Seller's possession. (c) A copy of an "as built" survey of the Entire Property done concurrent with Seller's acquisition of the Property, if in Seller's possession. (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section paragraph 11(a) below) of the Entire Property showing occupancy date, lease expiration date, rent, and GuarantyGuarantees, if any, accompanied by such Buyer Initial: /s/ PS Purchase Agreement for Champps Americana Restaurant, Schaumburg, IL tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct It is a contingency upon Seller's obligations hereunder that two (2) copies of the Co-Tenancy Agreement in the form attached hereto duly executed by Buyer and AEI Net Lease Income & Growth Fund XX Limited Partnership and all amendments thereto as well as the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements dated on the Property and a certified architect's certification as escrow closing date be delivered to the substantial completion of the improvements Seller on the Property having been completed in accordance with local code and the Plans and Specifications for the improvementsclosing date. Buyer may cancel this Agreement agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section section 6 of this Agreement agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make pay the Second PaymentPurchase Price, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this Agreement, Agreement and relinquish all rights in and to the Property or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are made Purchase Price is paid when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Due Diligence. Buyer will have until the expiration of thirty (30) fourteen days from the effective date hereof to conduct such investigation into the Property as Buyer shall deem necessary and appropriate to satisfy itself regarding each item(at his own expense) perform and/or review any structural, the Propertyenvironmental, or engineering studies including all site plans, surveys, and this transaction ("Site Inspection Period"). Sellerany environmental reports, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and testsetc. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Property or persons caused by Buyer or its agents arising out of such physical inspections of the Property. Subject to Section Paragraph 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five Buyer will have until the expiration of fourteen days (5The "Review Period") business days after delivery of each of following items, to be supplied by Seller, to conduct all of its other inspections and due diligence and satisfy itself regarding each item, the effective dateProperty, Seller shall deliver the following items to Buyerand this transaction. (a) One copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below). (b) A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Property as are in Seller's possession. (c) A copy of an "as built" survey of the Property done concurrent with Seller's acquisition of the Property, if in Seller's possession. (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section paragraph 11(a) below) of the Property showing occupancy date, lease expiration date, rent, and GuarantyGuarantees, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct copies of the Lease and all amendments thereto as well as the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvements. Buyer may cancel this Agreement agreement for ANY REASON any reason in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. Such notice shall be deemed effective by way of facsimile from Buyer to Seller up to midnight of the last day of the Review Period. The last day of the Review Period shall be February 21, 2003. If this Agreement is not cancelled as set forth above, the First Payment shall be non-non- refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section section 6 of this Agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make the Second Payment, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this AgreementAgreement and relinquish all rights in and to the Property, or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are made when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Due Diligence. Buyer will have until the expiration of thirty the fifth business day (30The "Review Period") days from the effective date hereof after delivery of each of following items, to be supplied by Seller, to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Property Leased Premises or persons caused by Buyer or its agents arising out of such physical inspections of the Entire Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective date, Seller shall deliver the following items to Buyer. (a) One The original and one copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below). (b) A copy Copies of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Entire Property as are in Seller's possession. (c) A copy Copies of an "as built" survey of the Property done concurrent with Seller's acquisition of the Property, if in Seller's possession. (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section paragraph 11(a) below) of the Entire Property showing occupancy date, lease expiration date, rent, and GuarantyGuarantys, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct copies of the Lease and all amendments thereto as well as the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Buyer Initial: /s/ V.D.F. Purchase Agreement for Arby's/Mrs. Winners - Smyrna, GA It is a contingency upon Seller's possession; obligations hereunder that two (g2) A copy originals of Co-Tenancy Agreement in the Plans form attached hereto duly executed by Buyer and Specifications for Seller and dated on escrow closing date be delivered to the Improvements Seller on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvementsClosing date. Buyer may cancel this Agreement agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection any Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section 6 sections 15(a) of this Agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make the Second Payment, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this Agreement, or Seller may exercise its Agreement and relinquish all rights under Section 14 hereofin and to the Property unless Buyer makes the Second Payment when required. If this Agreement is not canceled and the First Payment and the Second Payment are is made when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Due Diligence. Buyer will have until the expiration of thirty the fifth business day (30The "Review Period") days from the effective date hereof after delivery of each of following items, to be supplied by Seller, to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Entire Property or persons caused by Buyer or its agents arising out of such physical inspections of the Entire Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective date, Seller shall deliver the following items to Buyer. (a) One The original and one copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below). (b) A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Entire Property as are in Seller's possession. (c) A copy of an "as built" survey of the Entire Property done concurrent with Seller's acquisition of the Property, if in Seller's possession. (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section paragraph 11(a) below) of the Entire Property showing occupancy date, lease expiration date, rent, and GuarantyGuarantys, if any, accompanied by such Buyer Initial:/s/ LLL Purchase Agreement for Champps, Livonia, MI tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct It is a contingency upon Seller's obligations hereunder that two (2) copies of Co-Tenancy Agreement in the Lease form attached hereto duly executed by Buyer and all amendments thereto as well as AEI Income & Growth Fund XXI Limited Partnership and dated on escrow closing date be delivered to the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements Seller on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvementsclosing date. Buyer may cancel this Agreement agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section section 6 of this Agreement agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make pay the Second PaymentPurchase Price, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this Agreement, Agreement and relinquish all rights in and to the Property or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are made Purchase Price is paid when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Due Diligence. (a) Within five (5) Business Days following the Effective Date, Seller will furnish the Due Diligence Documents to Buyer. Seller shall use commercially reasonable efforts to furnish to Buyer will have until the expiration of thirty (30) days from the effective date hereof to conduct such investigation into the Property as Buyer shall deem necessary and appropriate to satisfy itself regarding each itemTitle Commitments, the PropertySurveys, Zoning Reports, and this transaction ("Site Inspection Period"). Seller, subject to Environmental Assessments for each Location at the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheldearliest possible date. Buyer shall notify Seller, in writing, furnish to Seller copies of its intention, or the intention Organizational Documents of its agents or representatives, to enter Buyer and Landlord within five (5) business days of the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereonEffective Date. Buyer shall bear have the cost of all such inspections and tests. Buyer agrees right to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Property or persons caused by Buyer or its agents arising out of such physical inspections of the Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing at any time prior to the expiration of the Site Inspection Due Diligence Period, for any or no reason at all, upon written notice to Seller, in which event this site inspection contingency to Buyer's obligations hereunder Agreement shall be deemed satisfied. Within five null and void and of no further force and effect (5except for rights and obligations that survive a termination of this Agreement pursuant to the express terms of this Agreement) business days after and, notwithstanding anything in this Section 4 of this Agreement to the effective datecontrary, Seller Escrow Agent shall deliver immediately return the following items Xxxxxxx Money Deposit to Buyer. (ab) One copy If, prior to the end of the Due Diligence Period, Buyer has a title insurance commitment commercially reasonable objection as to a particular Location based upon information contained in the applicable Zoning Reports and/or Environmental Assessments, then Buyer shall have the right to terminate this Agreement as to the affected Location by sending written notice of such termination to Seller which notice shall identify such objection and the affected Location and provide copies of relevant documentation supporting such objection (as used in this Agreement each such written notice to Seller, a “Section 4 Notice”). If pursuant to Section 5, Buyer desires to terminate this Agreement as to a particular Location, Buyer shall send a Section 4 Notice to Seller in accordance with the provisions of Section 5. If prior to Closing, Buyer has a commercially reasonable objection due to a condition arising under Section 6(d), Xxxxxxx 0, Xxxxxxx 0, Xxxxxxx 00(x), or Section 13, then Buyer shall have the right to terminate this Agreement as to the affected Location by sending a Section 4 Notice to Seller. If, prior to a Substitution Location becoming a Location pursuant to Section 4(c) below, Buyer has a commercially reasonable objection to the Substitution Location such that Buyer would be able to send a Section 4 Notice with respect to such Substitution Location if the Substitution Location were a Location, then Buyer shall be entitled to exclude that Substitution Location from the pool of Substitution Locations by sending a written notice to Seller to that effect within the time period prescribed in Section 4(b) or, as applicable, in Section 5, 6(d), 8, 9, 10(a) or 13. Any Substitution Location so excluded shall no longer be a Substitution Location for purposes of this Section 4 and the definition of “Minimum Number of Locations” and is referred to as an Owner's Title insurance policy “Excluded Substitution Location”. In no event shall Buyer have the right to terminate this Agreement by reason of title, survey, zoning or environmental matters as to more than 4 Locations (see other than any Terminated Location for which a Substitution Location is substituted pursuant to Section 8 4(c) below). (b) A copy . Buyer and the Other Purchaser shall have the right, by joint written notice, to Seller to reallocate the number of a Certificate Locations that each may terminate for title, survey, zoning or environmental matters so long as the total number of Occupancy or other such document certifying completion terminations under this Agreement and granting permission to permanently occupy the improvements on the Property as are in Seller's possessionOther Purchase Agreement does not exceed 20. (c) In the event that Buyer terminates this Agreement as to a Location pursuant to a Section 4 Notice (other than a Section 4 Notice given with reference to Section 6(d), 10(a) or 13) and Seller offers a specific Substitution Location as chosen by Seller, (A) this Agreement shall be terminated as to such Location (each a “Terminated Location”), (B) a Substitution Location as designated by Seller shall be substituted for such Terminated Location and such Substitution Location shall be a Location for all purposes of this Agreement (except the definition of “Original Locations”), (C) the Purchase Price hereunder shall be adjusted to reflect the difference between the price as shown on Exhibit A copy of an "for each such Terminated Location and the price as built" survey of shown on Exhibit A for the Property done concurrent with Seller's acquisition of the Propertycorresponding Substitution Location, if and (D) this Agreement shall otherwise remain in Seller's possessionfull force and effect. (d) In the event (A) Buyer terminates this Agreement as to a Location pursuant to a Section 4 Notice (other than a Section 4 Notice given with reference to Section 6(d), 10(a) or 13) and there are no remaining Substitution Locations or Seller fails to offer a Substitution Location with five (5) Business Days following such termination or (B) Buyer terminates this Agreement as to a Location pursuant to a Section 4 Notice given with reference to Section 6(d), 10(a) or 13, then (1) this Agreement shall be terminated as to such Terminated Location, (2) the Purchase Price shall be reduced by an amount equal to the price set forth on Exhibit A copy of any Phase I Environmental Report on the Property, if for such Terminated Location and (3) this Agreement shall otherwise remain in Seller's possessionfull force and effect. (e) A copy Notwithstanding anything contained herein to the contrary, in the event that the total number of Locations that are sold pursuant to this Agreement plus the Lease (number of Locations sold pursuant to the Other Purchase Agreement is less than 145, then, upon the request of Seller following Closing, Buyer shall negotiate in good faith with Seller in order to enter into an agreement substantially similar to this Agreement to effectuate the purchase, sale and leaseback of alternate locations, as further set forth in Section 11(a) below) determined by Seller, equal to up to the number of the Property Locations not so purchased pursuant to this Agreement, such agreement to contain, inter alia, due diligence provisions comparable to this Agreement and Guaranty, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True purchase price and correct copies of the Lease and all amendments thereto as well rent as the Guaranty are in AEI's Possessionparties may then agree. The immediately preceding sentence is a statement of intent and shall not be binding on the parties. (f) Copies At all times prior to Closing, Buyer, Lender and their respective agents and independent contractors shall, upon reasonable notice to Seller (including the purpose of the entry), have the right to enter upon each Location and Substitution Location, at their own risk and at times acceptable to Seller which do not interrupt normal business operations, to inspect the Location and conduct such due diligence investigations as Buyer deems necessary. Seller agrees to provide access to all parts of each Location and Substitution Location and cooperate with such inspections and investigations in any way reasonably requested by Buyer, provided however, neither Buyer, Lender nor their agents or independent contractors shall communicate with any of Seller’s employees at any Location or Substitution Location. Notwithstanding the foregoing, Buyer, Lender and their respective agents and independent contractors shall not conduct any invasive testing without the prior written consent of Seller. Buyer agrees to repair any damage and to indemnify and hold Seller harmless from and against any loss, liability, mechanics’ lien, cost, damage, expense, claim or judgment incurred or suffered by Seller arising out of or related to such investigations of the Locations and Substitution Locations by Buyer; excluding, however, any loss, liability, cost, damage, expense, claim or judgment resulting from any unfavorable test result or the discovery of any undesirable existing condition on, in, under or about any Location or Substitution Location, such exclusion including, without limitation, any loss resulting from any decrease in the fair market value of all warranties relating to construction and maintenance or any of the Property as are in Seller's possession; (g) A copy Locations and Substitution Locations or the inability of Seller to market any or all of the Plans Locations and Specifications for the Improvements on the Property Substitution Locations due to any such discovery or unfavorable test result. Buyer, Lender and a certified architect's certification as to the substantial completion their respective agents and independent contractors shall provide proof of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvements. Buyer may cancel this Agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requested, insurance reasonably satisfactory to Seller and escrow holder before the expiration of the Site Inspection Periodprior to entry to inspect any Location or Substitution Location. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section 6 Any provision of this Agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereofcontrary notwithstanding, if the repair and indemnification obligation of Buyer fails to make the Second Payment, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain Section 4 shall survive Closing and the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled transfer of title or any earlier termination of this Agreement, or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are made when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Due Diligence. Buyer will have until the expiration of thirty the fifth business day (30The "Review Period") days from the effective date hereof after delivery of each of following items, to be supplied by Seller, to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Entire Property or persons caused by Buyer or its agents arising out of such physical inspections of the Entire Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective date, Seller shall deliver the following items to Buyer. (a) One The original and one copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below). (b) A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Entire Property as are in Seller's possession. (c) A copy of an "as built" survey of the Entire Property done concurrent with Seller's acquisition of the Property, if in Seller's possession. (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section paragraph 11(a) below) of the Entire Property showing occupancy date, lease expiration date, rent, and GuarantyGuarantees, if any, accompanied by such Buyer Initial: /s/ KRM Purchase Agreement for Champp's Americana Restaurant, Schaumburg, IL tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct It is a contingency upon Seller's obligations hereunder that two (2) copies of the Co-Tenancy Agreement in the form attached hereto duly executed by Buyer and AEI Net Lease Income & Growth Fund XX Limited Partnership and all amendments thereto as well as the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements dated on the Property and a certified architect's certification as escrow closing date be delivered to the substantial completion of the improvements Seller on the Property having been completed in accordance with local code and the Plans and Specifications for the improvementsclosing date. Buyer may cancel this Agreement agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section section 6 of this Agreement agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make pay the Second PaymentPurchase Price, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this Agreement, Agreement and relinquish all rights in and to the Property or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are made Purchase Price is paid when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Due Diligence. Buyer will have until the expiration of thirty the fifth business day (30The "Review Period") days from the effective date hereof after delivery of each of following items, to be supplied by Seller, to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Entire Property or persons caused by Buyer or its agents arising out of such physical inspections of the Entire Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective date, Seller shall deliver the following items to Buyer. (a) One The original and one copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below). (b) A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Entire Property as are in Seller's possession.. Buyer Inital: /s/ LZW /s/ MJW Purchase Agreement for Champps Americana Restaurant, Schaumburg, IL (c) A copy of an "as built" survey of the Entire Property done concurrent with Seller's acquisition of the Property, if in Seller's possession. (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section paragraph 11(a) below) of the Entire Property showing occupancy date, lease expiration date, rent, and GuarantyGuarantees, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct It is a contingency upon Seller's obligations hereunder that two (2) copies of the Co-Tenancy Agreement in the form attached hereto duly executed by Buyer and AEI Net Lease Income & Growth Fund XX Limited Partnership and all amendments thereto as well as the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements dated on the Property and a certified architect's certification as escrow closing date be delivered to the substantial completion of the improvements Seller on the Property having been completed in accordance with local code and the Plans and Specifications for the improvementsclosing date. Buyer may cancel this Agreement agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section section 6 of this Agreement agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make the Second Payment, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this Agreement, Agreement and relinquish all rights in and to the Property or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are is made when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Due Diligence. Buyer will have until the expiration of thirty the fifth business day (30The "Review Period") days from the effective date hereof after delivery of each of following items, to be supplied by Seller, to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Property Leased Premises or persons caused by Buyer or its agents arising out of such physical inspections of the Entire Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective date, Seller shall deliver the following items to Buyer. (a) One The original and one copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below). (b) A copy Copies of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Entire Property as are in Seller's possession. (c) A copy Copies of an "as built" survey of the Property done concurrent with Seller's acquisition of the Property, if in Seller's possession. (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section paragraph 11(a) below) of the Entire Property showing occupancy date, lease expiration date, rent, and GuarantyGuarantys, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct copies of the Lease and all amendments thereto as well as the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Buyer Initial: /s/ RJA Purchase Agreement for Arby's/Mrs. Winners - Smyrna, GA It is a contingency upon Seller's possession; obligations hereunder that two (g2) A copy originals of Co-Tenancy Agreement in the Plans form attached hereto duly executed by Buyer and Specifications for Seller and dated on escrow closing date be delivered to the Improvements Seller on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvementsClosing date. Buyer may cancel this Agreement agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection any Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section 6 sections 15(a) of this Agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make the Second Payment, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this Agreement, or Seller may exercise its Agreement and relinquish all rights under Section 14 hereofin and to the Property unless Buyer makes the Second Payment when required. If this Agreement is not canceled and the First Payment and the Second Payment are is made when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Due Diligence. Buyer will have until the expiration of thirty the fifth business day (30The "Review Period") days from the effective date hereof after delivery of each of following items, to be supplied by Seller, to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Entire Property or persons caused by Buyer or its agents arising out of such physical inspections of the Entire Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective date, Seller shall deliver the following items to Buyer. (a) One A copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below). (b) A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Entire Property as are in Seller's possession. (c) A copy of an "as built" survey of the Entire Property done concurrent with Seller's acquisition of the Property, if in Seller's possessionupon request. (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section paragraph 11(a) below) of the Entire Property showing occupancy date, lease expiration date, rent, and GuarantyGuarantees, if any, accompanied by such Buyer Initial: /s/ BEJ Purchase Agreement for Champp's Americana Restaurant, Schaumburg, IL tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct It is a contingency upon Seller's obligations hereunder that two (2) copies of the Co-Tenancy Agreement in the form attached hereto duly executed by Buyer and AEI Net Lease Income & Growth Fund XX Limited Partnership and all amendments thereto as well as the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements dated on the Property and a certified architect's certification as escrow closing date be delivered to the substantial completion of the improvements Seller on the Property having been completed in accordance with local code and the Plans and Specifications for the improvementsclosing date. Buyer may cancel this Agreement agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section section 6 of this Agreement agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make pay the Second PaymentPurchase Price, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this Agreement, Agreement and relinquish all rights in and to the Property or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are made Purchase Price is paid when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Due Diligence. Buyer will have until the expiration of thirty the fifth business day (30The "Review Period") days from the effective date hereof after delivery of each of following items, to be supplied by Seller, to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Entire Property or persons caused by Buyer or its agents arising out of such physical inspections of the Entire Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective date, Seller shall deliver the following items to Buyer. (a) One The original and one copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below). (b) A copy Copies of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Entire Property as are in Seller's possession. (c) A copy Copies of an "as built" survey of the Entire Property done concurrent with Seller's acquisition of the Property, if in Seller's possession. (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section paragraph 11(a) below) of the Entire Property showing occupancy date, lease expiration date, rent, and GuarantyGuarantys, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct Buyer Initial: /s/ V.D.F. Purchase Agreement for Applebee's - Middletown, OH It is a contingency upon Seller's obligations hereunder that two (2) copies of Co-Tenancy Agreement in the Lease form attached hereto duly executed by Buyer and all amendments thereto as well as Seller and dated on escrow closing date be delivered to the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements Seller on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvementsclosing date. Buyer may cancel this Agreement agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section 6 sections 15(a) of this Agreement agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make the Second Payment, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this Agreement, Agreement and relinquish all rights in and to the Property or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are is made when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Due Diligence. Buyer will have until the expiration of thirty (30) days from the effective date hereof fifteenth business day after delivery of each of following items, to be supplied by Seller, to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Entire Property or persons caused by Buyer or its agents arising out of such physical inspections of the Entire Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection (The "Review Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective date, Seller shall deliver the following items to Buyer.") (a) One The original and one copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below). (b) A copy Copies of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Entire Property as are in Seller's possession. (c) A copy Copies of an "as built" survey of the Entire Property done concurrent with Seller's acquisition of the Property, if in Seller's possession. (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section paragraph 11(a) below) of the Entire Property showing occupancy date, lease expiration date, rent, and GuarantyGuarantys, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct copies of the Lease and all amendments thereto as well as the Guaranty are in AEI's Possession. (fe) Copies of all warranties relating to construction and maintenance of the Property as are in Phase 1 Environmental Report. Buyer Initial: /s/ T.D. /s/ TH Purchase Agreement for Applebee's - Destin,FL It is a contingency upon Seller's possession; obligations hereunder that two (g2) A copy copies of Co-Tenancy Agreement in the Plans form attached hereto duly executed by Buyer and Specifications for Seller and dated on escrow closing date be delivered to the Improvements Seller on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvementsclosing date. Buyer may cancel this Agreement agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section 6 sections 15(a) of this Agreement agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make the Second Payment, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this Agreement, or Seller may exercise its Agreement and relinquish all rights under Section 14 hereofin and to the Property unless Buyer makes the Second Payment when required. If this Agreement is not canceled and the First Payment and the Second Payment are is made when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Due Diligence. Buyer will have until the expiration of thirty the fifth business day (30The "Review Period") days from the effective date hereof after delivery of each of following items, to be supplied by Seller, to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Entire Property or persons caused by Buyer or its agents arising out of such physical inspections of the Entire Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective date, Seller shall deliver the following items to Buyer. (a) One The original and one copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below). (b) A copy Copies of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Entire Property as are in Seller's possession.. Buyer Initial: /s/ SS Purchase Agreement for Arby's Restaurant-Hudsonville, MI (c) A copy Copies of an "as built" survey of the Entire Property done concurrent with Seller's acquisition of the Property, if in Seller's possession. (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section paragraph 11(a) below) of the Entire Property showing occupancy date, lease expiration date, rent, and GuarantyGuarantys, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct It is a contingency upon Seller's obligations hereunder that two (2) copies of Co-Tenancy Agreement in the Lease form attached hereto duly executed by Buyer and all amendments thereto as well as Seller and dated on escrow closing date be delivered to the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements Seller on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvementsclosing date. Buyer may cancel this Agreement agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section section 6 of this Agreement agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make the Second Payment, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this Agreement, Agreement and relinquish all rights in and to the Property or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are is made when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Due Diligence. Buyer will have until the expiration of thirty the fifth business day (30The "Review Period") days from the effective date hereof after delivery of each of following items, to be supplied by Seller, to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Entire Property or persons caused by Buyer or its agents arising out of such physical inspections of the Entire Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective date, Seller shall deliver the following items to Buyer. (a) One The original and one copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below). (b) A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Entire Property as are in Seller's possession.. Buyer Initial: /s/ CMW /s/ JKW Purchase Agreement for Champps Americian Restaurant, Schaumburg, IL (c) A copy of an "as built" survey of the Entire Property done concurrent with Seller's acquisition of the Property, if in Seller's possession. (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section paragraph 11(a) below) of the Entire Property showing occupancy date, lease expiration date, rent, and GuarantyGuarantys, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct It is a contingency upon Seller's obligations hereunder that two (2) copies of the Lease Co-Tenancy Agreement in the form attached hereto duly executed by Buyer and all amendments thereto as well as the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction Seller and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements dated on the Property and a certified architect's certification as escrow closing date be delivered to the substantial completion of the improvements Seller on the Property having been completed in accordance with local code and the Plans and Specifications for the improvementsclosing date. Buyer may cancel this Agreement agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section section 6 of this Agreement agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make the Second Payment, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this Agreement, Agreement and relinquish all rights in and to the Property or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are is made when required, required all of Buyer's conditions and contingencies will be deemed satisfied.

Due Diligence. Buyer will have until the expiration of thirty the tenth business day (30The "Review Period") days from the effective date hereof after delivery of each of following items, to be supplied by Seller, to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Entire Property or persons caused by Buyer or its agents arising out of such physical inspections of the Entire Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective date, Seller shall deliver the following items to Buyer. (a) One The original and one copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below). (b) A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Entire Property as are in Seller's possession. (c) A copy of an "as built" survey of the Entire Property done concurrent with Seller's acquisition of the Property, if in Seller's possession. (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section paragraph 11(a) below) of the Entire Property showing occupancy date, lease expiration date, rent, and GuarantyGuarantys, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct It is a contingency upon Seller's obligations hereunder that two (2) copies of Co-Tenancy Agreement in the form attached hereto duly executed by Buyer and AEI Net Lease Income & Buyer Initial: /s/ JC /s/ KC Purchase Agreement for Hometown Buffet-Tucson, AZ Growth Fund XIX Limited Partnership and all amendments thereto as well as dated on escrow closing date be delivered to the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements Seller on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvementsclosing date. Buyer may cancel this Agreement for ANY REASON in its sole discretion by delivering a cancellation notice, via first class mail, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section 6 section 9 of this Agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make the Second Payment, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this Agreement, Agreement and relinquish all rights in and to the Property or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are is made when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Due Diligence. Buyer will have until the expiration of thirty (30) 45 days from the effective date hereof of this Agreement (The "Review Period"), to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, Property and this transaction ("Site Inspection Period"). Sellertransaction, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which including obtaining approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Sellerfrom Buyer's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and testsReal Estate Committee. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Property or persons caused by Buyer or its agents arising out of such physical inspections of the Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration Within fifteen (15) days of the Site Inspection Period, date of this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective datecontract, Seller shall deliver the following items to Buyer.provide: (a) A. One copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below). (b) B. A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Property as are in Seller's possession. (c) C. A copy of an "as built" survey of the Property done completed concurrent with Seller's acquisition of the Property, if available in Seller's possession. (d) D. A copy of any Phase I Environmental Report on the Property, if available in Seller's possession. (e) A copy of the E. Lease (as further set forth in Section paragraph 11(a) below) of the Property showing occupancy date, lease expiration date, rent, and GuarantyGuarantees, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct copies of the Lease and all amendments thereto as well as the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvements. Buyer may cancel this Agreement agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment Earnest Money shall be nonxxx-refundable xxxundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section section 6 of this Agreement (which will survive), Buyer Seller (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned return to Buyer its First Payment, Earnest Money without fxxxxxx liability to either party and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone elseProperty. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make the Second Payment, Seller shall be entitled to retain the First Payment Earnest Money and Buyer irrevocably Buyex xxxxvocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment Earnest Money and declare this decxxxx xhis Agreement null and void, in which event Buyer will be deemed to have canceled this AgreementAgreement and relinquish all rights in and to the Property, or Seller may exercise its rights under Section 14 hereof. hereof If this Agreement is not canceled and the First Payment and the Second Payment are made when requiredcanceled, as herein provided, all of Buyer's conditions and contingencies will be deemed satisfied.

Due Diligence. Buyer will have until the expiration of thirty (30) days from the effective date hereof fifth business day after delivery of each of following items, to be supplied by Seller, to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Property Leased Premises or persons caused by Buyer or its agents arising out of such physical inspections of the Entire Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection (The "Review Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective date, Seller shall deliver the following items to Buyer.") (a) One The original and one copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below). (b) A copy Copies of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Entire Property as are in Seller's possession. (c) A copy Copies of an "as built" survey of the Property done concurrent with Seller's acquisition of the Property, if in Seller's possession. (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy Lease of the Lease (as further set forth in Section 11(a) below) of the Entire Property showing occupancy date, lease expiration date, rent, and GuarantyGuarantys, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct It is a contingency upon Seller's obligations hereunder that two (2) copies of Co-Tenancy Agreement in the Lease form attached hereto duly executed by Buyer and all amendments thereto as well as Seller and dated on escrow closing date be delivered to the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements Seller on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvementsClosing date. Buyer may cancel this Agreement agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Periodany review period or inspection period. Such notice shall be deemed effective only upon receipt by Seller. If this Buyer Initial: /s/ JJZ Purchase Agreement is not cancelled as set forth abovefor Arby's/Mrs. Winners - Smyrna, the First Payment shall be non-refundable unless Seller shall default hereunder. GA If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section 6 sections 15(a) of this Agreement agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make the Second Payment, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this Agreement, or Seller may exercise its Agreement and relinquish all rights under Section 14 hereofin and to the Property unless Buyer makes the Second Payment when required. If this Agreement is not canceled and the First Payment and the Second Payment are is made when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Due Diligence. Buyer will have until the expiration of thirty the fifth business day (30The "Review Period") days from the effective date hereof after delivery of each of following items, to be supplied by Seller, to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Entire Property or persons caused by Buyer or its agents arising out of such physical inspections of the Entire Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective date, Seller shall deliver the following items to Buyer. (a) One The original and one copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below). (b) A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Entire Property as are in Seller's possession. (c) A copy of an "as built" survey of the Entire Property done concurrent with Seller's acquisition of the Property, if in Seller's possession. (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section paragraph 11(a) below) of the Entire Property showing occupancy date, lease expiration date, rent, and GuarantyGuarantys, if any, accompanied by such Buyer Initial: /s/ E.C.H. Purchase Agreement for Champps, Livonia, MI tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct It is a contingency upon Seller's obligations hereunder that two (2) copies of Co-Tenancy Agreement in the Lease form attached hereto duly executed by Buyer and all amendments thereto as well as AEI Income & Growth Fund XXI Limited Partnership and dated on escrow closing date be delivered to the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements Seller on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvementsclosing date. Buyer may cancel this Agreement agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section section 6 of this Agreement agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make pay the Second PaymentPurchase Price, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this Agreement, Agreement and relinquish all rights in and to the Property or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are made Purchase Price is paid when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Due Diligence. Buyer will have until the expiration of thirty (30) 45 days from the effective date hereof Effective Date of this Agreement (the "Review Period") to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, Property and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Property or persons caused by Buyer or its agents arising out of such physical inspections of the Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration Within ten days of the Site Inspection Period, Effective Date of this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective dateAgreement, Seller shall deliver the following items to Buyer.provide (except as explained below, in Item A): (a) A. One copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below), to be ordered by Buyer at Buyer's expense immediately upon both parties hereto having executed this agreement, with a copy of the same being delivered to Seller as soon as the third party title insurance company provides it to Buyer. (b) B. A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Property as are in Seller's possession. (c) C. A copy of an "as built" survey of the Property done completed concurrent with Seller's acquisition of the Property, if available in Seller's possession. (d) D. A copy of any Phase I Environmental Report on the Property, if available in Seller's possession. (e) A copy of the Lease (as further set forth in Section 11(a) below) of the Property and Guaranty, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct copies of the Lease and all amendments thereto as well as the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvements. Buyer may cancel this Agreement agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. Notwithstanding anything in this Agreement to the contrary, the Buyer's obligations under this Agreement shall be conditioned on the full and complete performance by Xxxx & Xxxx, LLC (the "Assignee") under that certain Purchase Agreement dated April ___, 2006 (the "Other Purchase Agreement") by and among the Assignee as buyer and Buyer as seller, by which the Buyer agrees to sell the Property to the Assignee immediately upon the consummation of the transactions set forth in this Agreement. Seller agrees to consent to the assignment of Buyer's purchase rights hereunder to the Assignee simultaneously with closing, and to deed the property directly to such Assignee at Buyer's direction. If at any time prior to closing, Buyer notifies Seller that the Assignee is unable to perform any of Assignee's obligations under the Other Purchase Agreement, (i) this Agreement shall be cancelled and of no further force and effect, (ii) the Seller shall return immediately the First Payment, and (iii) neither Buyer nor Seller shall have any further liability or obligation under this Agreement. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section section 6 of this Agreement (which will survive), Buyer Seller (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned return to Buyer its First Payment, Payment and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make the Second Payment, Payment Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller then may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this AgreementAgreement and relinquish all rights in and to the Property, or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are is made when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Due Diligence. Buyer will have until the expiration of thirty the tenth business day (30The "Review Period") days from the effective date hereof after delivery of each of following items, to be supplied by Seller, to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Entire Property or persons caused by Buyer or its agents arising out of such physical inspections of the Entire Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective date, Seller shall deliver the following items to Buyer. (a) One The original and one copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below). (b) A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Entire Property as are in Seller's possession. (c) A copy of an "as built" survey of the Entire Property done concurrent with Seller's acquisition of the Property. Buyer Initial: /s/ DAD Purchase Agreement for Champps-Columbus, if in Seller's possession.OH (Crosswoods) (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section paragraph 11(a) below) of the Entire Property showing occupancy date, lease expiration date, rent, and GuarantyGuarantys, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct It is a contingency upon Seller's obligations hereunder that two (2) copies of Co-Tenancy Agreement in the Lease form attached hereto duly executed by Buyer and all amendments thereto as well as AEI Real Estate Fund XVIII Limited Partnership and dated on escrow closing date be delivered to the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements Seller on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvementsclosing date. Buyer may cancel this Agreement agreement for ANY REASON in its sole discretion by delivering a cancellation notice, via first class mail, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section section 6 of this Agreement agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make the Second Payment, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this Agreement, Agreement and relinquish all rights in and to the Property or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are is made when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Due Diligence. Buyer will have until the expiration of thirty (30) 50 days from the effective date hereof Effective Date of this Agreement (the "Review Period") to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, Property and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheldtransaction. Buyer shall notify Seller, will also have this Review Period to secure a loan in writing, the amount of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and tests$2,525,000. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Property or persons caused by Buyer or its agents arising out of such physical inspections of the Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration Within ten days of the Site Inspection Period, Effective Date of this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective dateAgreement, Seller shall deliver the following items to Buyer.provide (except as explained below, in Item A): (a) A. One copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below), to be ordered by Seller immediately upon both parties hereto having executed this agreement, and said commitment to be delivered to Buyer as soon as the third party title insurance company provides it to Seller. (b) B. A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Property as are in Seller's possession. (c) C. A copy of an "as built" survey of the Property done completed concurrent with Seller's acquisition of the Property, if available in Seller's possession. (d) D. A copy of any Phase I Environmental Report on the Property, if available in Seller's possession.. Seller /s/ RPJ Buyer /s/ MD /s/ AD (e) A copy of the Lease E. Lease, and any amendments or modifications thereto (as further set forth in Section 11(aparagraph 11(A) below) of the Property showing occupancy date, lease expiration date, rent, and GuarantyGuarantees, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct copies of the Lease and all amendments thereto as well as the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvements. Buyer may cancel this Agreement agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section section 6 of this Agreement (which will survive), Buyer Seller (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned return to Buyer its First Payment, Payment and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make the Second Payment, Payment Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller then may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this AgreementAgreement and relinquish all rights in and to the Property, or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are is made when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Due Diligence. Buyer will have until the expiration of thirty the fifth business day (30The "Review Period") days from the effective date hereof after delivery of each of following items, to be supplied by Seller, to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Entire Property or persons caused by Buyer or its agents arising out of such physical inspections of the Entire Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective date, Seller shall deliver the following items to Buyer. (a) One The original and one copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below). (b) A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Entire Property as are in Seller's possession. (c) A copy of an "as built" survey of the Entire Property done concurrent with Seller's acquisition of the Property, if in Seller's possession. (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section paragraph 11(a) below) of the Entire Property showing occupancy date, lease expiration date, rent, and GuarantyGuarantys, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct Buyer Initial: /s/ TSO Purchase Agreement for Rio Bravo-St. Paul, MN It is a contingency upon Seller's obligations hereunder that two (2) copies of Co-Tenancy Agreement in the Lease form attached hereto duly executed by Buyer and all amendments thereto as well as AEI Real Estate Fund 85-A Limited Partnership and dated on escrow closing date be delivered to the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements Seller on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvementsclosing date. Buyer may cancel this Agreement agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section 6 sections 15(a) of this Agreement agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make the Second Payment, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this Agreement, Agreement and relinquish all rights in and to the Property or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are is made when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Due Diligence. Buyer will have until the expiration of thirty the tenth business day (30The "Review Period") days from the effective date hereof after delivery of each of following items, to be supplied by Sellers, to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) Sellers harmless for any loss or damage to the Entire Property or persons caused by Buyer or its agents arising out of such physical inspections of the Entire Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective date, Seller shall deliver the following items to Buyer. (a) One The original and one copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below). (b) A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Entire Property as are in Seller's possession. (c) A copy of an "as built" survey of the Entire Property done concurrent with Seller's acquisition of the Property, if in Seller's possession. (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section paragraph 11(a) below) of the Entire Property showing occupancy date, lease expiration date, rent, and GuarantyGuarantys, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct Buyer Initial: /s/ WJM /s/ GM Purchase Agreement for Timber Lodge-St. Cloud, MN It is a contingency upon Seller's obligations hereunder that two (2) copies of Co-Tenancy Agreement in the Lease form attached hereto duly executed by Buyer and all amendments thereto as well as AEI Real Estate Fund XVII Limited Partnership and dated on escrow closing date be delivered to the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements Seller on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvementsclosing date. Buyer may cancel this Agreement agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section section 6 of this Agreement agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller Sellers or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make the Second Payment, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this Agreement, Agreement and relinquish all rights in and to the Property or Seller Sellers may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are is made when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Due Diligence. Buyer will have until the expiration of thirty the tenth business day (30The "Review Period") days from the effective date hereof after delivery of each of following items, to be supplied by Seller, to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Entire Property or persons caused by Buyer or its agents arising out of such physical inspections of the Entire Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective date, Seller shall deliver the following items to Buyer. (a) One The original and one copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below). (b) A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Entire Property as are in Seller's possession. (c) A copy of an "as built" survey of the Entire Property done concurrent with Seller's acquisition of the Property, if in Seller's possession. (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section paragraph 11(a) below) of the Entire Property showing occupancy date, lease expiration date, rent, and GuarantyGuarantys, if any, accompanied by such Buyer Initial: /s/ JRK Purchase Agreement for Timber Lodge-St. Cloud, MN tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct It is a contingency upon Seller's obligations hereunder that two (2) copies of Co-Tenancy Agreement in the Lease form attached hereto duly executed by Buyer and all amendments thereto as well as AEI Real Estate Fund XVII Limited Partnership and dated on escrow closing date be delivered to the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements Seller on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvementsclosing date. Buyer may cancel this Agreement agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section section 6 of this Agreement agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make the Second Payment, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this Agreement, Agreement and relinquish all rights in and to the Property or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are is made when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Due Diligence. Buyer will have until the expiration of thirty the fifth business day (30The "Review Period") days from the effective date hereof after delivery of each of following items, to be supplied by Seller, to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Entire Property or persons caused by Buyer or its agents arising out of such physical inspections of the Entire Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective date, Seller shall deliver the following items to Buyer. (a) One The original and one copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below). (b) A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Entire Property as are in Seller's possession.. Buyer Inital: /s/ DBW /s/ SDW Purchase Agreement for Tractor Supply-Maryville, TN (c) A copy of an "as built" survey of the Entire Property done concurrent with Seller's acquisition of the Property, if in Seller's possession. (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section paragraph 11(a) below) of the Entire Property showing occupancy date, lease expiration date, rent, and GuarantyGuarantys, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct It is a contingency upon Seller's obligations hereunder that two (2) copies of the Lease Co-Tenancy Agreement in the form attached hereto duly executed by Buyer and all amendments thereto as well as the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction AEI Real Estate Fund XV Limited Partnership and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements dated on the Property and a certified architect's certification as escrow closing date be delivered to the substantial completion of the improvements Seller on the Property having been completed in accordance with local code and the Plans and Specifications for the improvementsclosing date. Buyer may cancel this Agreement agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section section 6 of this Agreement agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make the Second Payment, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this Agreement, Agreement and relinquish all rights in and to the Property or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are is made when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Due Diligence. Buyer will have until the expiration of thirty Thirty (30) days from commencing on the effective date hereof that Buyer receives notice that the rights of first refusal and the restrictions on transfer have been waived. (the "Review Period") to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, Property and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Property or persons caused by Buyer or its agents arising out of such physical inspections of the PropertyProperty and this indemnity shall survive closing or termination of this agreement. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration Within ten days of the Site Inspection Period, Effective Date of this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective dateAgreement, Seller shall deliver the following items to Buyer.provide (except as explained below, in Item A): (a) A. One copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below), to be ordered by Buyer immediately upon both parties hereto having executed this agreement. (bB. Current Financial Information on the Tenant(s)/Lease Guarantor(s) as may be in Seller's possession. C. A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Property as are in Seller's possession. (c) D. A copy of an "as built" survey of the Property done completed concurrent with Seller's acquisition of the Property, if available in Seller's possession. (d) E. A copy of any Phase I Environmental Report on the Property, if available in Seller's possession. (e) A copy of the Lease F. Lease, and any amendments or modifications thereto (as further set forth in Section 11(aparagraph 11(A) below) of the Property showing occupancy date, lease expiration date, rent, and GuarantyGuarantees, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct copies of the Lease and all amendments thereto as well as the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction G. Sales Reports or Profit & Loss Statements on the unit if and maintenance of the Property as are may be in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvements. Buyer may cancel this Agreement agreement for ANY REASON any reason in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section section 6 of this Agreement and those provisions stating otherwise (which will survivesurvive termination hereof), Buyer Seller (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned return to Buyer its First Payment, Payment and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make the Second Payment, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller then may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this AgreementAgreement and relinquish all rights in and to the Property, or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are is made when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Due Diligence. Buyer will have until the expiration of thirty (30) 7 days from the effective date hereof Effective Date of this Agreement (the "Review Period") to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, Property and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Property or persons caused by Buyer or its agents arising out of such physical inspections of the Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration Within 3 days of the Site Inspection Period, Effective Date of this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective dateAgreement, Seller shall deliver the following items to Buyer.provide (except as explained below, in Item A): (a) A. One copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below), will deliver to buyer as soon as third party title insurance company provides to Seller. (b) B. A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Property as are in Seller's possession. (c) C. A copy of an "as built" survey of the Property done completed concurrent with Seller's acquisition of the Property, if available in Seller's possession. (d) D. A copy of any Phase I Environmental Report on the Property, if available in Seller's possession. (e) A copy of the Lease E. Lease, and any amendments or modifications thereto (as further set forth in Section 11(aparagraph 11(A) below) of the Property showing occupancy date, lease expiration date, rent, and GuarantyGuarantees, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct copies of the Lease and all amendments thereto as well as the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvements. Buyer may cancel this Agreement agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section section 6 of this Agreement (which will survive), Buyer Seller (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned return to Buyer its First Payment, Payment and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make the Second Payment, Payment Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller then may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this AgreementAgreement and relinquish all rights in and to the Property, or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are is made when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Due Diligence. Buyer will have until the expiration of thirty the fifth business day (30The "Review Period") days from the effective date hereof after delivery of each of following items, to be supplied by Seller, to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Entire Property or persons caused by Buyer or its agents arising out of such physical inspections of the Entire Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective date, Seller shall deliver the following items to Buyer. (a) One The original and one copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below). (b) A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Entire Property as are in Seller's possession. (c) A copy of an "as built" survey of the Entire Property done concurrent with Seller's acquisition of the Property, if in Seller's possession. (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section paragraph 11(a) below) of the Entire Property showing occupancy date, lease expiration date, rent, and GuarantyGuarantys, if any, accompanied by such Buyer Initial:/s/ JM Purchase Agreement for Tractor Supply, Maryville, TN tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct It is a contingency upon Seller's obligations hereunder that two (2) copies of the Lease Co-Tenancy Agreement in the form attached hereto duly executed by Buyer and all amendments thereto as well as the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction AEI Real Estate Fund XV Limited Partnership and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements dated on the Property and a certified architect's certification as escrow closing date be delivered to the substantial completion of the improvements Seller on the Property having been completed in accordance with local code and the Plans and Specifications for the improvementsclosing date. Buyer may cancel this Agreement agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section section 6 of this Agreement agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make pay the Second PaymentPurchase Price, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this Agreement, Agreement and relinquish all rights in and to the Property or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are made Purchase Price is paid when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Due Diligence. Buyer will have until the expiration of thirty the fifth business day (30The "Review Period") days from the effective date hereof after delivery of each of following items, to be supplied by Seller, to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Entire Property or persons caused by Buyer or its agents arising out of such physical inspections of the Entire Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective date, Seller shall deliver the following items to Buyer. (a) One The original and one copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below). (b) A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Entire Property as are in Seller's possession.. Buyer Initial: /s/ SDW /s/ DBW Purchase Agreement for Marie CCallender Pie Shoxx, Xnc (c) A copy of an "as built" survey of the Entire Property done concurrent with Seller's acquisition of the Property, if in Seller's possession. (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section paragraph 11(a) below) of the Entire Property showing occupancy date, lease expiration date, rent, and GuarantyGuarantys, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct It is a contingency upon Seller's obligations hereunder that two (2) copies of the Co-Tenancy Agreement in the form attached hereto duly executed by Buyer and Net Lease management 85-A, Inc. and all amendments thereto as well as dated on escrow closing date be delivered to the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements Seller on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvementsclosing date. Buyer may cancel this Agreement agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section section 6 of this Agreement agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make the Second Payment, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this Agreement, Agreement and relinquish all rights in and to the Property or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are is made when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Due Diligence. Buyer will have until the expiration of thirty the tenth business day (30The "Review Period") days from the effective date hereof after delivery of each of following items, to be supplied by Seller, to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Entire Property or persons caused by Buyer or its agents arising out of such physical inspections of the Entire Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective date, Seller shall deliver the following items to Buyer. (a) One The original and one copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below). (b) A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Entire Property as are in Seller's possession. (c) A copy of an "as built" survey of the Entire Property done concurrent with Seller's acquisition of the Property, if in Seller's possession. (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section paragraph 11(a) below) of the Entire Property showing occupancy date, lease expiration date, rent, and GuarantyGuarantys, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct It is a contingency upon Seller's obligations hereunder that two (2) copies of Co-Tenancy Agreement in the Lease form attached hereto duly executed by Buyer and all amendments thereto as well as Seller and dated on escrow closing date be delivered to the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements Seller on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvementsclosing date. Buyer may cancel this Agreement agreement for ANY REASON in its sole discretion by delivering a cancellation notice, via first class mail, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon Buyer Initial: /s/ RT Purchase Agreement for Arby's Restaurant-Montgomery, AL receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section sections 6 of this Agreement agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make the Second Payment, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this Agreement, Agreement and relinquish all rights in and to the Property or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are is made when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Due Diligence. Buyer will have until the expiration of thirty the fifth business day (30The "Review Period") days from the effective date hereof after delivery of each of following items, to be supplied by Seller, to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Entire Property or persons caused by Buyer or its agents arising out of such physical inspections of the Entire Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective date, Seller shall deliver the following items to Buyer. (a) One The original and one copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below). (b) A copy Copies of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Entire Property as are in Seller's possession.. Buyer Initial: /s/ RM /s/ CM /s/ BM Purchase Agreement for Arby's Restaurant - Hudsonville, MI (c) A copy Copies of an "as built" survey of the Entire Property done concurrent with Seller's acquisition of the Property, if in Seller's possession. (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section paragraph 11(a) below) of the Entire Property showing occupancy date, lease expiration date, rent, and GuarantyGuarantys, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct It is a contingency upon Seller's obligations hereunder that two (2) copies of Co-Tenancy Agreement in the Lease form attached hereto duly executed by Buyer and all amendments thereto as well as Seller and dated on escrow closing date be delivered to the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements Seller on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvementsclosing date. Buyer may cancel this Agreement agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section section 6 of this Agreement agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make the Second Payment, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this Agreement, Agreement and relinquish all rights in and to the Property or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are is made when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Due Diligence. Buyer will have until the expiration of thirty (30) days from the effective date hereof Effective Date of this Agreement (the "Review Period") to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, Property and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Property or persons caused by Buyer or its agents arising out of such physical inspections of the Property. Subject to Section 16 hereof, unless Buyer and this indemnity shall terminate survive Closing or termination of this Agreement in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfiedAgreement. Within five (5) business days after of the effective dateEffective Date of this Agreement, Seller shall deliver provide, to the following extent such items to Buyer. (a) One copy of a title insurance commitment for an Owner's Title insurance policy (see Section 8 below). (b) A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Property as are in its possession, the items listed on Exhibit "B" ("Seller's possession. (c) A copy of an Materials"as built" survey of the Property done concurrent with Seller's acquisition of the Property, if in Seller's possession. (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section 11(a) below) of the Property and Guaranty, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct copies of the Lease and all amendments thereto as well as the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvements). Buyer may cancel this Agreement before the expiration of the Review Period for ANY REASON any reason in its sole discretion by delivering a cancellation notice, return receipt requested, notice to Seller and escrow holder before Closing Agent prior to the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment Xxxxxxx Money shall be non-refundable unless Seller shall default hereunder, or in the event of a casualty or condemnation, subject to the provisions of Section 16 below. If Buyer cancels this Agreement before the expiration of the Review Period, as permitted under this Section, except for any escrow cancellation fees charged by the Title Company and any liabilities under the first paragraph of Section section 6 of this Agreement and those provisions stating otherwise (which will survive), Buyer Seller (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned return to Buyer its First Payment, Xxxxxxx Money and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Buyer, Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if If Buyer fails to make the Second Paymentclose this transaction at no fault of Seller, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be irrevocably deemed to be in default under of this Agreement. Upon default by Buyer, Seller may, at as its option, retain the First Payment Xxxxxxx Money as its sole and exclusive remedy and declare this Agreement null and void, in which event Buyer will be deemed to have canceled cancelled this AgreementAgreement and relinquish all rights in and to the Property, or Seller may exercise its rights under Section 14 hereofhereunder. If this Agreement is not canceled cancelled and the First Payment and Xxxxxxx Money is deposited by Buyer as required by Section 4 hereof, the Second Payment are made when required, all of Buyer's conditions and contingencies Review Period will be deemed satisfied.satisfied by Buyer and shall be deemed to have expired as provided in Section 4. Notwithstanding the foregoing with respect to the Review Period, Buyer shall have forty-five

Due Diligence. Buyer will have until the expiration of thirty the tenth business day (30The "Review Period") days from the effective date hereof after delivery of each of following items, to be supplied by Sellers, to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) Sellers harmless for any loss or damage to the Entire Property or persons caused by Buyer or its agents arising out of such physical inspections of the Entire Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective date, Seller shall deliver the following items to Buyer. (a) One The original and one copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below). (b) A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Entire Property as are in Seller's possession.. Buyer Initial: /s/ SM /s/ YM Purchase Agreement for Marie Callender's - Hendxxxxx, XX (cx) A copy X xxxx of an "as built" survey of the Entire Property done concurrent with Seller's acquisition of the Property, if in Seller's possession. (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section paragraph 11(a) below) of the Entire Property showing occupancy date, lease expiration date, rent, and GuarantyGuarantys, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct It is a contingency upon Seller's obligations hereunder that two (2) copies of Co-Tenancy Agreement in the Lease form attached hereto duly executed by Buyer and all amendments thereto as well as AEI Real Estate Fund XIX Limited Partnership and dated on escrow closing date be delivered to the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements Seller on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvementsclosing date. Buyer may cancel this Agreement agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section section 6 of this Agreement agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller Sellers or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make the Second Payment, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this Agreement, Agreement and relinquish all rights in and to the Property or Seller Sellers may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are is made when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Due Diligence. Buyer will have until the expiration of thirty the fifth business day (30The "Review Period") days from the effective date hereof after delivery of each of following items, to be supplied by Seller, to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Entire Property or persons caused by Buyer or its agents arising out of such physical inspections of the Entire Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective date, Seller shall deliver the following items to Buyer. (a) One A copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below). (b) A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Entire Property as are in Seller's possession. (c) A copy of an "as built" survey of the Entire Property done concurrent with Seller's acquisition of the Property, if in Seller's possessionupon request. (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section paragraph 11(a) below) of the Entire Property showing occupancy date, lease expiration date, rent, and GuarantyGuarantees, if any, accompanied by such Buyer Initial: /s/ CM Purchase Agreement for Champp's Americana Restaurant, Schaumburg, IL. tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct It is a contingency upon Seller's obligations hereunder that two (2) copies of the Co-Tenancy Agreement in the form attached hereto duly executed by Buyer and AEI Net Lease Income & Growth Fund XX Limited Partnership and all amendments thereto as well as the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements dated on the Property and a certified architect's certification as escrow closing date be delivered to the substantial completion of the improvements Seller on the Property having been completed in accordance with local code and the Plans and Specifications for the improvementsclosing date. Buyer may cancel this Agreement agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section section 6 of this Agreement agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make pay the Second PaymentPurchase Price, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this Agreement, Agreement and relinquish all rights in and to the Property or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are made Purchase Price is paid when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Due Diligence. Buyer will have until the expiration of thirty the fifth business day (30The "Review Period") days from the effective date hereof after delivery of each of following items, to be supplied by Seller, to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Entire Property or persons caused by Buyer or its agents arising out of such physical inspections of the Entire Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective date, Seller shall deliver the following items to Buyer. (a) One The original and one copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below). (b) A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Entire Property as are in Seller's possession. (c) A copy of an "as built" survey of the Entire Property done concurrent with Seller's acquisition of the Property, if in Seller's possession. (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section paragraph 11(a) below) of the Entire Property showing occupancy date, lease expiration date, rent, and GuarantyGuarantys, if any, accompanied by such Buyer Initial: /s/ GAR Purchase Agreement for Champps, Livonia, MI tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct It is a contingency upon Seller's obligations hereunder that two (2) copies of Co-Tenancy Agreement in the Lease form attached hereto duly executed by Buyer and all amendments thereto as well as AEI Income & Growth Fund XXI Limited Partnership and dated on escrow closing date be delivered to the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements Seller on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvementsclosing date. Buyer may cancel this Agreement agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section section 6 of this Agreement agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make pay the Second PaymentPurchase Price, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this Agreement, Agreement and relinquish all rights in and to the Property or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are made Purchase Price is paid when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Due Diligence. Buyer will have until the expiration of thirty (30) 30 days from the effective date hereof Effective Date of this Agreement (the "Review Period") to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, Property and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Property or persons caused by Buyer or its agents arising out of such physical inspections of the Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration Within ten days of the Site Inspection Period, Effective Date of this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective dateAgreement, Seller shall deliver the following items to Buyer.provide (except as explained below, in Item A): (aA) One copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below), will deliver to Buyer as soon as third party title insurance company provides to Seller. (bB) A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Property as are in Seller's possession. (cC) A copy of an "as built" survey of the Property done completed concurrent with Seller's acquisition of the Property, if available in Seller's possession. (dD) A copy of any Phase I Environmental Report on the Property, if available in Seller's possession. (eE) A copy of the Lease Lease, and any amendments or modifications thereto (as further set forth in Section 11(aparagraph 11(A) below) of the Property showing occupancy date, lease expiration date, rent, and GuarantyGuarantees, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct copies of the Lease and all amendments thereto as well as the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvements. Buyer may cancel this Agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section section 6 of this Agreement (which will survive), Buyer Seller (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, return to Buyer any money Buyer may have in escrow and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make the Second Payment, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller then may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this AgreementAgreement and relinquish all rights in and to the Property, or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are is made when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Due Diligence. Buyer will have until the expiration of thirty the fifth business day (30The "Review Period") days from the effective date hereof after delivery of each of following items, to be supplied by Seller, to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Entire Property or persons caused by Buyer or its agents arising out of such physical inspections of the Entire Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective date, Seller shall deliver the following items to Buyer. (a) One The original and one copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below). (b) A copy Copies of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Entire Property as are in Seller's possession. (c) A copy Copies of an "as built" survey of the Entire Property done concurrent with Seller's acquisition of the Property, if in Seller's possession. (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section paragraph 11(a) below) of the Entire Property showing occupancy date, lease expiration date, rent, and GuarantyGuarantys, if any, accompanied by such tenant financial statements as Buyer Initial: /s/ RJA Purchase Agreement for Applebee's - Middletown, OH may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct It is a contingency upon Seller's obligations hereunder that two (2) copies of Co-Tenancy Agreement in the Lease form attached hereto duly executed by Buyer and all amendments thereto as well as Seller and dated on escrow closing date be delivered to the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements Seller on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvementsclosing date. Buyer may cancel this Agreement agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section 6 sections 15(a) of this Agreement agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make the Second Payment, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this Agreement, or Seller may exercise its Agreement and relinquish all rights under Section 14 hereofin and to the Property unless Buyer makes the Second Payment when required. If this Agreement is not canceled and the First Payment and the Second Payment are is made when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Due Diligence. Buyer will have until the expiration of thirty the fifth business day (30The "Review Period") days from the effective date hereof after delivery of each of following items, to be supplied by Seller, to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Entire Property or persons caused by Buyer or its agents arising out of such physical inspections of the Entire Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective date, Seller shall deliver the following items to Buyer. (a) One The original and one copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below). (b) A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Entire Property as are in Seller's possession. (c) A copy of an "as built" survey of the Entire Property done concurrent with Seller's acquisition of the Property, if in Seller's possession. (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section paragraph 11(a) below) of the Entire Property showing occupancy date, lease expiration date, rent, and GuarantyGuarantys, if any, accompanied by such Buyer Initial: /s/ BBS Purchase Agreement for Champps, Livnoia, MI tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct It is a contingency upon Seller's obligations hereunder that two (2) copies of Co-Tenancy Agreement in the Lease form attached hereto duly executed by Buyer and all amendments thereto as well as AEI Income & Growth Fund XXI Limited Partnership and dated on escrow closing date be delivered to the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements Seller on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvementsclosing date. Buyer may cancel this Agreement agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section section 6 of this Agreement agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make pay the Second PaymentPurchase Price, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this Agreement, Agreement and relinquish all rights in and to the Property or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are made Purchase Price is paid when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Due Diligence. Buyer will have until the expiration of thirty ninety (3090) days from the effective date hereof Effective Date of this Agreement (the “Review Period”) to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each itemthe Property and this transaction, including obtaining all necessary permits and approvals required by Buyer for Buyer’s intended use of the Property, and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and tests. Buyer Xxxxx agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Property or persons caused by Buyer or its agents arising out of such physical inspections of the Property. Subject to Section 16 hereof, unless Buyer and this indemnity shall terminate survive Closing or termination of this Agreement in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfiedAgreement. Within five three (53) business days after of the effective dateEffective Date of this Agreement, Seller shall deliver provide, to the following extent such items to Buyer. (a) One copy of a title insurance commitment for an Owner's Title insurance policy (see Section 8 below). (b) A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Property as are in its possession, the items listed on Exhibit “B” (“Seller's possession. (c) A copy of an "as built" survey of the Property done concurrent with Seller's acquisition of the Property, if in Seller's possession. (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section 11(a) below) of the Property and Guaranty, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct copies of the Lease and all amendments thereto as well as the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvements’s Materials”). Buyer may cancel this Agreement before the expiration of the Review Period for ANY REASON any reason or no reason in its sole discretion by delivering a cancellation notice, return receipt requested, notice to Seller and escrow holder before Escrow Agent prior to the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment Xxxxxxx Money shall be non-refundable unless Seller shall default hereunder, or in the event of a casualty or condemnation, subject to the provisions of Section 16 below. If Buyer cancels this Agreement before the expiration of the Review Period, as permitted under this Section, except for any escrow cancellation fees charged by the Title Company and any liabilities under the first paragraph of Section 6 5 of this Agreement and those provisions stating otherwise (which will survive), Buyer Seller (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned cause the Title Company to return to Buyer its First Payment, Xxxxxxx Money and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Xxxxx, Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer If Xxxxx fails to make the Second Paymentclose this transaction at no fault of Seller, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be irrevocably deemed to be in default under of this Agreement. Upon default by Buyer, Seller may, at as its option, retain the First Payment Xxxxxxx Money as its sole and exclusive remedy and declare this Agreement null and void, in which event Buyer will be deemed to have canceled cancelled this AgreementAgreement and relinquish all rights in and to the Property, or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are made when required, all of Buyer's conditions and contingencies will be deemed satisfiedhereunder.

Due Diligence. Buyer will have until the expiration of thirty forty-five (3045) days from the effective date hereof Effective Date of this Agreement (the “Review Period”) to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, Property and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Property or persons caused by Buyer or its agents arising out of such physical inspections of the Property. Subject to Section 16 hereof, unless Buyer and this indemnity shall terminate survive Closing or termination of this Agreement in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfiedAgreement. Within five three (53) business days after of the effective dateEffective Date of this Agreement, Seller shall deliver provide, to the following extent such items to Buyer. (a) One copy of a title insurance commitment for an Owner's Title insurance policy (see Section 8 below). (b) A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Property as are in its possession, the items listed on Exhibit “B” (“Seller's possession. (c) A copy of an "as built" survey of the Property done concurrent with Seller's acquisition of the Property, if in Seller's possession. (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section 11(a) below) of the Property and Guaranty, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct copies of the Lease and all amendments thereto as well as the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvements’s Materials”). Buyer may cancel this Agreement before the expiration of the Review Period for ANY REASON any reason in its sole discretion by delivering a cancellation notice, return receipt requested, notice to Seller and escrow holder before Closing Agent prior to the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment Xxxxxxx Money shall be non-refundable unless Seller shall default hereunder, or in the event of a casualty or condemnation, subject to the provisions of Section 16 below. If Buyer cancels this Agreement before the expiration of the Review Period, as permitted under this Section, except for any escrow cancellation fees charged by the Title Company and any liabilities under the first paragraph of Section 6 5 of this Agreement and those provisions stating otherwise (which will survive), Buyer Seller (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned return to Buyer its First Payment, Xxxxxxx Money and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Buyer, Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if If Buyer fails to make the Second Paymentclose this transaction at no fault of Seller, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be irrevocably deemed to be in default under of this Agreement. Upon default by Buyer, Seller may, at as its option, retain the First Payment Xxxxxxx Money as its sole and exclusive remedy and declare this Agreement null and void, in which event Buyer will be deemed to have canceled cancelled this AgreementAgreement and relinquish all rights in and to the Property, or Seller may exercise its rights under Section 14 hereofhereunder. If this Agreement is not canceled and the First Payment and the Second Payment are made when required, all of Buyer's conditions and contingencies The Review Period will be deemed satisfiedsatisfied if Buyer has deposited the Xxxxxxx Money as required by Section 4 hereof, and this agreement is not cancelled.

Due Diligence. Buyer will have until the expiration of thirty the tenth business day (30The "Review Period") days from the effective date hereof after delivery of each of following items, to be supplied by Seller, to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Entire Property or persons caused by Buyer or its agents arising out of such physical inspections of the Entire Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective date, Seller shall deliver the following items to Buyer. (a) One The original and one copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below). (b) A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Entire Property as are in Seller's possession. (c) A copy of an "as built" survey of the Entire Property done concurrent with Seller's acquisition of the Property, if in Seller's possession. (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section paragraph 11(a) below) of the Entire Property showing occupancy date, lease expiration date, rent, and GuarantyGuarantys, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct Buyer Initial: /s/ TH /s/ JSH Purchase Agreement for Hometown Buffet-Tucson, AZ It is a contingency upon Seller's obligations hereunder that two (2) copies of Co-Tenancy Agreement in the form attached hereto duly executed by Buyer and AEI Net Lease Income & Growth Fund XIX Limited Partnership and all amendments thereto as well as dated on escrow closing date be delivered to the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements Seller on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvementsclosing date. Buyer may cancel this Agreement agreement for ANY REASON in its sole discretion by delivering a cancellation notice, via first class mail, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section 6 section 9 of this Agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make the Second Payment, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this Agreement, Agreement and relinquish all rights in and to the Property or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are is made when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Due Diligence. Buyer will have until the expiration of thirty (30) 45 days from the effective date hereof Effective Date of this Agreement (the "Review Period") to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, Property and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Property or persons caused by Buyer or its agents arising out of such physical inspections of the Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration Within ten days of the Site Inspection Period, Effective Date of this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective dateAgreement, Seller shall deliver the following items to Buyer.provide (except as explained below, in Item A): (a) A. One copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below), to be ordered by Seller immediately upon both parties hereto having executed this agreement, and said commitment to be delivered to Buyer as soon as the third party title insurance company provides it to Seller. (b) B. A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Property as are in Seller's possession. (c) C. A copy of an "as built" survey of the Property done completed concurrent with Seller's acquisition of the Property, if available in Seller's possession. (d) D. A copy of any Phase I Environmental Report on the Property, if available in Seller's possession. (e) A copy of the Lease E. Lease, and any amendments or modifications thereto (as further set forth in Section 11(aparagraph 11(A) below) of the Property showing occupancy date, lease expiration date, rent, and GuarantyGuarantees, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct copies of the Lease and all amendments thereto as well as the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvements. Buyer may cancel this Agreement agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section section 6 of this Agreement (which will survive), Buyer Seller (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned return to Buyer its First Payment, Payment and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make the Second Payment, Payment Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller then may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this AgreementAgreement and relinquish all rights in and to the Property, or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are is made when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Due Diligence. Buyer will have until the expiration of thirty the fifth business day (30The "Review Period") days from the effective date hereof after delivery of each of following items, to be supplied by Seller, to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Entire Property or persons caused by Buyer or its agents arising out of such physical inspections of the Entire Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective date, Seller shall deliver the following items to Buyer. (a) One copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below). (b) A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Entire Property as are in Seller's possession. (c) A copy of an "as built" survey of the Entire Property done concurrent with Seller's acquisition of the Property, if in Seller's possession.upon request. Buyer Initial: /s/ KHN Purchase Agreement for Champps Americana Restaurant, Livonia (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section paragraph 11(a) below) of the Entire Property showing occupancy date, lease expiration date, rent, and GuarantyGuarantys, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct It is a contingency upon Seller's obligations hereunder that two (2) copies of the Lease Co-Tenancy Agreement in the form attached hereto duly executed by Buyer and all amendments thereto as well as the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements dated on the Property and a certified architect's certification as Closing Date be delivered to the substantial completion of the improvements Seller on the Property having been completed in accordance with local code and the Plans and Specifications for the improvementsClosing Date. Buyer may cancel this Agreement agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section section 6 of this Agreement agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make pay the Second PaymentPurchase Price, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this Agreement, Agreement and relinquish all rights in and to the Property or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are made Purchase Price is paid when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Due Diligence. (a) The Buyer will shall have until the expiration of thirty (30) business days from (the effective date hereof to conduct such investigation into the Property as Buyer shall deem necessary Due Diligence Period) after delivery of this executed Agreement and appropriate to satisfy itself regarding each item, the Property, and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by SellerExhibits hereto, which approval shall not Exhibits will be unreasonably withheld. delivered to Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight no later than fifteen (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and tests. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Property or persons caused by Buyer or its agents arising out of such physical inspections of the Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (515) business days after execution of this Agreement, to perform its due diligence as regarding this Agreement. During the effective dateDue Diligence Period, Seller shall deliver the following items Buyer will be allowed to Buyer. (a) One copy place in the Business at its expense one of a title insurance commitment for an Owner's Title insurance policy (see Section 8 below)its employees to observe and inspect the operation of the Business. (b) A copy On or before the end of the Due Diligence Period, the Buyer shall deliver to Seller a Certificate written notice of Occupancy one of the following: Portions of this exhibit indicated by “(**)” have been omitted pursuant to a request for confidential treatment and such omitted portions have been filed separately with the Securities and Exchange Commission. (1) Accepting the Agreement, as executed; or (2) Stating its additional requirements in order for it to close, which requirements will be accepted or other rejected by Seller, or waived by the Buyer, within ten (10) business days of such document certifying completion notice, or (3) Reject this Agreement, in which case this Agreement shall be null and granting permission to permanently occupy the improvements on the Property as are in Seller's possessionvoid. (c) A copy During the Due Diligence Period, Seller will allow Buyer’s representatives full and complete access to all of an "as built" survey of Seller’s business and records, operational manuals and procedures, personnel and professionals in order to allow Buyer to fully explore and review the Property done concurrent with Seller's acquisition of the Property, if in Seller's possessionBusiness. (d) A copy If Buyer accepts the Agreement on or before the end of any Phase I Environmental Report on the PropertyDue Diligence Period, if it will be allowed to continue to maintain, at its expense, its employee on-site at the Business with full access to all aspects of the Business for the purposes as set forth in Seller's possession(a) above. (e) A copy of Notwithstanding anything contained herein to the Lease (contrary, this Section shall be subject to Buyer’s obligation to close as further set forth in Section 11(a) below) Sections 8 and 10, the Buyer’s obligation to close being absolutely contingent upon the satisfactory compliance with the terms of the Property and Guaranty, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct copies of the Lease and all amendments thereto as well as the Guaranty are in AEI's Possessionthose Sections. (f) Copies of all warranties relating to construction and maintenance of If the Property final adjusted Purchase Price changes more than 10% from the amount set forth in Exhibit 2(a), Net Income Statement, as are in Seller's possession; (g) A copy of the Plans and Specifications year end for the Improvements 2007 as determined on the Property and a certified architect's certification as final Net Income Statement, either party may elect to terminate this deal by giving written notice prior to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvements. Buyer may cancel this Agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section 6 of this Agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make the Second Payment, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this Agreement, or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are made when required, all of Buyer's conditions and contingencies will be deemed satisfiedClosing.

Due Diligence. Buyer will have until the expiration of thirty the tenth business day (30The "Review Period") days from the effective date hereof after delivery of each of following items, to be supplied by Seller, to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Entire Property or persons caused by Buyer or its agents arising out of such physical inspections of the Entire Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective date, Seller shall deliver the following items to Buyer. (a) One The original and one copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below). (b) A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Entire Property as are in Seller's possession. (c) A copy of an "as built" survey of the Entire Property done concurrent with Seller's acquisition of the Property. Buyer Initial: /s/ JDR /s/ MMR Purchase Agreement for Champps-Columbus, if in Seller's possession.OH (Crosswoods) (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section paragraph 11(a) below) of the Entire Property showing occupancy date, lease expiration date, rent, and GuarantyGuarantys, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct It is a contingency upon Seller's obligations hereunder that two (2) copies of Co-Tenancy Agreement in the Lease form attached hereto duly executed by Buyer and all amendments thereto as well as AEI Real Estate Fund XVIII Limited Partnership and dated on escrow closing date be delivered to the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements Seller on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvementsclosing date. Buyer may cancel this Agreement agreement for ANY REASON in its sole discretion by delivering a cancellation notice, via first class mail, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section section 6 of this Agreement agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make the Second Payment, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this Agreement, Agreement and relinquish all rights in and to the Property or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are is made when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Due Diligence. Buyer will have until the expiration of thirty the fifth business day (30The "Review Period") days from the effective date hereof after delivery of each of following items, to be supplied by Seller, to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Entire Property or persons caused by Buyer or its agents arising out of such physical inspections of the Entire Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective date, Seller shall deliver the following items to Buyer. (a) One A copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below). (b) A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Entire Property as are in Seller's possession. (c) A copy of an "as built" survey of the Entire Property done concurrent with Seller's acquisition of the Property, if in Seller's possessionupon request. Buyer Initial: /s/ DR /s/ NR Purchase Agreement for Champps Americana Restaurant, Schaumburg, IL. (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section paragraph 11(a) below) of the Entire Property showing occupancy date, lease expiration date, rent, and GuarantyGuarantees, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct It is a contingency upon Seller's obligations hereunder that two (2) copies of the Co-Tenancy Agreement in the form attached hereto duly executed by Buyer and AEI Net Lease Income & Growth Fund XX Limited Partnership and all amendments thereto as well as the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements dated on the Property and a certified architect's certification as escrow closing date be delivered to the substantial completion of the improvements Seller on the Property having been completed in accordance with local code and the Plans and Specifications for the improvementsclosing date. Buyer may cancel this Agreement agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section section 6 of this Agreement agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make pay the Second PaymentPurchase Price, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this Agreement, Agreement and relinquish all rights in and to the Property or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are made Purchase Price is paid when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Due Diligence. Buyer will have until the expiration of thirty the fifth business day (30The "Review Period") days from the effective date hereof after delivery of each of following items, to be supplied by Seller, to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Entire Property or persons caused by Buyer or its agents arising out of such physical inspections of the Entire Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective date, Seller shall deliver the following items to Buyer. (a) One copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below). (b) A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Entire Property as are in Seller's possession. (c) A copy of an "as built" survey of the Entire Property done concurrent with Seller's acquisition of the Property, if in Seller's possessionupon request. (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section paragraph 11(a) below) of the Entire Property showing occupancy date, lease expiration date, rent, and GuarantyGuarantys, if any, accompanied by such Buyer Initial: /s/ MG Purchase Agreement for Children's World Learning Center, DePere, WI tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct It is a contingency upon Seller's obligations hereunder that two (2) copies of Co-Tenancy Agreement in the Lease form attached hereto duly executed by Buyer and all amendments thereto as well as AEI Income & Growth Fund XXII Limited Partnership and dated on escrow closing date be delivered to the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements Seller on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvementsclosing date. Buyer may cancel this Agreement agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section section 6 of this Agreement agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make pay the Second PaymentPurchase Price, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this Agreement, Agreement and relinquish all rights in and to the Property or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are made Purchase Price is paid when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Due Diligence. Buyer will have until the expiration of thirty the fifth business day (30The "Review Period") days from the effective date hereof after delivery of each of following items, to be supplied by Seller, to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Entire Property or persons caused by Buyer or its agents arising out of such physical inspections of the Entire Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective date, Seller shall deliver the following items to Buyer. (a) One A copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below). (b) A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Entire Property as are in Seller's possession. (c) A copy of an "as built" survey of the Entire Property done concurrent with Seller's acquisition of the Property, if in Seller's possession.upon request. Buyer Initial: /s/ SSK Purchase Agreement for Champps Americana Restaurant, Schaumburg IL (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section paragraph 11(a) below) of the Entire Property showing occupancy date, lease expiration date, rent, and GuarantyGuarantees, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct It is a contingency upon Seller's obligations hereunder that two (2) copies of the Co-Tenancy Agreement in the form attached hereto duly executed by Buyer and AEI Net Lease Income & Growth Fund XX Limited Partnership and all amendments thereto as well as the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements dated on the Property and a certified architect's certification as escrow closing date be delivered to the substantial completion of the improvements Seller on the Property having been completed in accordance with local code and the Plans and Specifications for the improvementsclosing date. Buyer may cancel this Agreement agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section section 6 of this Agreement agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make pay the Second PaymentPurchase Price, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this Agreement, Agreement and relinquish all rights in and to the Property or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are made Purchase Price is paid when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Due Diligence. Buyer will have until the expiration of thirty the fifth business day (30The "Review Period") days from the effective date hereof after delivery of each of following items, to be supplied by Seller, to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Entire Property or persons caused by Buyer or its agents arising out of such physical inspections of the Entire Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective date, Seller shall deliver the following items to Buyer. (a) One The original and one copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below). (b) A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Entire Property as are in Seller's possession. (c) A copy of an "as built" survey of the Entire Property done concurrent with Seller's acquisition of the Property. Buyer Initial: /s/ MJR Purchase Agreement for Champps Americana Restaurant-Schaumburg, if in Seller's possession.IL (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section paragraph 11(a) below) of the Entire Property showing occupancy date, lease expiration date, rent, and Guaranty's, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct It is a contingency upon Seller's obligations hereunder that two (2) copies of Co-Tenancy Agreement in the Lease form attached hereto duly executed by Buyer, AEI Income & Growth Fund XXI Limited Partnership, and all amendments thereto as well as dated on escrow closing date be delivered to the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements Seller on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvementsclosing date. Buyer may cancel this Agreement agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section section 6 of this Agreement agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make the Second Payment, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this Agreement, Agreement and relinquish all rights in and to the Property or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are is made when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Due Diligence. Buyer will have until the expiration of thirty (30) days from the effective date hereof Effective Date (the “Review Period”) to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, Property and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Property or persons caused by Buyer or its agents arising out of such physical inspections of the Property, and this indemnity shall survive Closing or termination of this Agreement. Subject Buyer hereby acknowledges and agrees that, as of the Effective Date, Seller has provided to Section 16 hereofBuyer, unless Buyer shall terminate this Agreement in writing prior to the expiration of extent such items are in its possession, the Site Inspection Perioditems listed on Exhibit “B” (“Seller’s Materials”), this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective date, Seller shall deliver the following items to Buyer. (a) One and a copy of a title insurance commitment for an Owner's Title insurance policy (see Section 8 below). (b) A copy Tenant’s waiver of a Certificate its right of Occupancy or other such document certifying completion and granting permission first refusal to permanently occupy the improvements on purchase the Property as are set forth in Seller's possession. (c) A copy of an "as built" survey of the Property done concurrent with Seller's acquisition of the Property, if in Seller's possession. (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section 11(a) below) of the Property and Guaranty, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct copies of the Lease and all amendments thereto as well as the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvements“ROFR Waiver”). Buyer may cancel this Agreement before the expiration of the Review Period for ANY REASON any reason or no reason in its sole discretion by delivering a cancellation notice, return receipt requested, notice to Seller and escrow holder before Closing Agent prior to the expiration of the Site Inspection Review Period. Such If, upon completing its due diligence with respect to the Property as permitted hereunder, Buyer desires to proceed with the purchase of the Property, Buyer shall deliver to Seller written notice of its intention to proceed to Closing pursuant to the terms hereof (the “Confirmation Notice”). If Buyer has not delivered the Confirmation Notice to Seller upon the expiration of the Review Period, then this Agreement (i) shall be deemed effective only upon receipt by Sellerto have terminated, (ii) the Xxxxxxx Money shall be immediately returned to Buyer, and (iii) the parties shall have no further rights or obligations hereunder except those expressly stated to survive the termination or expiration of this Agreement. If this Agreement is not cancelled as set forth above, then except as otherwise provided herein, the First Payment Xxxxxxx Money shall be non-refundable unless Seller shall default hereunder, or in the event of a casualty or condemnation, subject to the provisions of Section 17 below. If Buyer cancels this Agreement or allows the Agreement to be terminated before or upon the expiration of the Review Period, as permitted under this Section, except for any escrow cancellation fees charged by the Title Company and any liabilities under the first paragraph of Section section 6 of this Agreement (which will survive)Agreement, Title Company is hereby authorized and directed to return to Buyer (after execution of such documents reasonably requested by Seller its Xxxxxxx Money without further direction by, or the consent of, Seller, and the parties shall have no further rights or obligations hereunder except those expressly stated to evidence survive the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest expiration of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone elseAgreement. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if If Buyer fails to make the Second Paymentperform its obligations hereunder beyond all applicable notice and cure periods, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under of this Agreement. Upon default by Buyer, Seller may, at its option, may retain the First Payment Xxxxxxx Money as its sole and exclusive remedy and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this Agreement, or Seller may exercise its rights under Section 14 hereof. If cancelled this Agreement is not canceled and relinquish all rights in and to the First Payment and the Second Payment are made when required, all of Buyer's conditions and contingencies will be deemed satisfiedProperty.

Due Diligence. Buyer will have until the expiration of thirty the fifth business day (30The "Review Period") days from the effective date hereof after delivery of each of following items, to be supplied by Seller, to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Entire Property or persons caused by Buyer or its agents arising out of such physical inspections of the Entire Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective date, Seller shall deliver the following items to Buyer. (a) One The original and one copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below). (b) A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Entire Property as are in Seller's possession. (c) A copy of an "as built" survey of the Entire Property done concurrent with Seller's acquisition of the Property, if in Seller's possession. (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section paragraph 11(a) below) of the Entire Property showing occupancy date, lease expiration date, rent, and GuarantyGuarantys, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct Buyer Initial: Purchase Agreement for Rio Bravo-St. Paul, MN It is a contingency upon Seller's obligations hereunder that two (2) copies of Co-Tenancy Agreement in the Lease form attached hereto duly executed by Buyer and all amendments thereto as well as AEI Real Estate Fund 85-A Limited Partnership and dated on escrow closing date be delivered to the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements Seller on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvementsclosing date. Buyer may cancel this Agreement agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section 6 sections 15(a) of this Agreement agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make the Second Payment, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this Agreement, Agreement and relinquish all rights in and to the Property or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are is made when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Due Diligence. Buyer will have until the expiration of thirty the fifth business day (30The "Review Period") days from the effective date hereof after delivery of each of following items, to be supplied by Seller, to conduct such investigation into all of its inspections and due diligence, including a physical inspection of the Property as Buyer shall deem necessary Property, and appropriate to satisfy itself regarding each item, the Property, and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Entire Property or persons caused by Buyer or its agents arising out of such physical inspections of the Entire Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective date, Seller shall deliver the following items to Buyer. (a) One The original and one copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below). (b) A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Entire Property as are in Seller's possession.. Buyer Initial: /s/ DC Purchase Agreement for Champps Americana Restaurant, Schaumburg, IL (c) A copy of an "as built" survey of the Entire Property done concurrent with Seller's acquisition of the Property, if in Seller's possession. (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section paragraph 11(a) below) of the Entire Property showing occupancy date, lease expiration date, rent, and GuarantyGuarantys, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. (e) An Estoppel Certificate executed by the lessee in a form reasonably acceptable to the Buyer. True and correct It is a contingency upon Seller's obligations hereunder that two (2) copies of the Co-Tenancy Agreement in the form attached hereto duly executed by Buyer and AEI Net Lease Income & Growth Fund XX Limited Partnership and all amendments thereto as well as the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements dated on the Property and a certified architect's certification as escrow closing date be delivered to the substantial completion of the improvements Seller on the Property having been completed in accordance with local code and the Plans and Specifications for the improvementsclosing date. Buyer may cancel this Agreement agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requestedpursuant to paragraph 19(d), to Seller and escrow holder before the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-non- refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section section 6 of this Agreement agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if all conditions to Buyer's obligation to close are satisfied and Buyer fails to make the Second Payment, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this Agreement, Agreement and relinquish all rights in and to the Property or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are is made when required, required all of Buyer's conditions and contingencies will be deemed satisfied.

Due Diligence. Buyer will have until the expiration of thirty (30) 30 days from the effective date hereof Effective Date of this Agreement (the "Review Period") to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, Property and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Property or persons caused by Buyer or its agents arising out of such physical inspections of the Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration Within twenty days of the Site Inspection Period, Effective Date of this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective dateAgreement, Seller shall deliver the following items to Buyer.provide: (a) A. One copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below). (b) B. A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Property as are in Seller's possession. (c) C. A copy of an "as built" survey of the Property done completed concurrent with Seller's acquisition of the Property, if available in Seller's possession. (d) D. A copy of any Phase I Environmental Report on the Property, if available in Seller's possession. (e) A copy of the E. Lease (as further set forth in Section paragraph 11(a) below) of the Property showing occupancy date, lease expiration date, rent, and GuarantyGuarantees, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct copies of the Lease and all amendments thereto as well as the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvements. Buyer may cancel this Agreement agreement for ANY REASON any reason in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the full amount of the First Payment shall be non-non- refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section section 6 of this Agreement (which will survive), Buyer Seller (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned return to Buyer $10,000 of its First Payment, Payment and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make the Second Payment, Payment Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this AgreementAgreement and relinquish all rights in and to the Property, or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are is made when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Due Diligence. Buyer will have until the expiration of thirty (30) days from the effective date hereof Effective Date of this Agreement (the “Review Period”) to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, Property and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Property or persons caused by Buyer or its agents arising out of such physical inspections of the Property. Subject to Section 16 hereof, unless Buyer and this indemnity shall terminate survive Closing or termination of this Agreement in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfiedAgreement. Within five three (53) business days after of the effective dateEffective Date of this Agreement, Seller shall deliver provide, to the following extent such items to Buyer. (a) One copy of a title insurance commitment for an Owner's Title insurance policy (see Section 8 below). (b) A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Property as are in its possession, the items listed on Exhibit “B” (“Seller's possession. (c) A copy of an "as built" survey of the Property done concurrent with Seller's acquisition of the Property, if in Seller's possession. (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section 11(a) below) of the Property and Guaranty, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct copies of the Lease and all amendments thereto as well as the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvements’s Materials”). Buyer may cancel this Agreement before the expiration of the Review Period for ANY REASON any reason in its sole discretion by delivering a cancellation notice, return receipt requested, notice to Seller and escrow holder before Closing Agent prior to the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment Xxxxxxx Money shall be non-refundable unless Seller shall default hereunder, or in the event of a casualty or condemnation, subject to the provisions of Section 16 below. If Buyer cancels this Agreement before the expiration of the Review Period, as permitted under this Section, except for any escrow cancellation fees charged by the Title Company and any liabilities under the first paragraph of Section section 6 of this Agreement and those provisions stating otherwise (which will survive), Buyer Seller (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned return to Buyer its First Payment, Xxxxxxx Money and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Buyer, Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if If Buyer fails to make the Second Paymentclose this transaction at no fault of Seller, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be irrevocably deemed to be in default under of this Agreement. Upon default by Buyer, Seller may, at as its option, retain the First Payment Xxxxxxx Money as its sole and exclusive remedy and declare this Agreement null and void, in which event Buyer will be deemed to have canceled cancelled this AgreementAgreement and relinquish all rights in and to the Property, or Seller may exercise its rights under hereunder. The Review Period will be deemed satisfied if Buyer has deposited the Xxxxxxx Money as required by Section 14 4 hereof, and this agreement is not cancelled. Notwithstanding the foregoing with respect to the Review Period, Buyer shall have forty-five (45) days following the Effective Date to secure any necessary financing (the “Financing Contingency Period”. Buyer may cancel this Agreement before the expiration of the Financing Contingency Period, in the event of Buyer’s failure to secure necessary financing for the contemplated purchase of the Property, by delivering a cancellation notice to Seller and Closing Agent prior to the expiration of the Financing Contingency Period. If this Agreement is not canceled cancelled as set forth herein, the Xxxxxxx Money shall be non-refundable unless Seller shall default hereunder, or in the event of a casualty or condemnation, subject to the provisions of Section 16. Seller shall endeavor to secure and deliver to Buyer an estoppel certificate from Tenant under the First Payment and Lease in substantially the Second Payment are made when requiredform of Exhibit C attached hereto (the "Tenant Estoppel") with any alterations Tenant may make pursuant to its rights under the Lease. Buyer shall deliver the Tenant Estoppel to Seller within 5 days of the Effective Date of this Agreement. Seller reserves the right to make any corrections or changes to the document, all which will then be approved by Buyer, before the Tenant Estoppel is sent to Tenant. Seller will deliver the final form of the Tenant Estoppel to Tenant within 7 days after receipt of the final form. Buyer's conditions obligation to close the transaction contemplated under this Agreement is subject to the condition that as of Closing: (i) an estoppel certificate for the leased premises shall have been delivered to Buyer disclosing no material default or claim by landlord or Tenant; (ii) no material default or claim by landlord or Tenant shall have arisen under the Lease that was not specifically disclosed in writing to the Buyer; and contingencies will be deemed satisfied(iii) Tenant shall not have initiated or had initiated against it any insolvency, bankruptcy, receivership, or other similar proceeding. The failure of Seller to obtain and deliver the Tenant Estoppel shall constitute a failure of a condition precedent to Buyer’s obligations to close but shall not constitute a default under this Agreement.

Due Diligence. Buyer will have until the expiration of thirty the fifth business day (30The "Review Period") days from the effective date hereof after delivery of each of following items, to be supplied by Seller, to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Property Leased Premises or persons caused by Buyer or its agents arising out of such physical inspections of the Entire Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective date, Seller shall deliver the following items to Buyer. (a) One The original and one copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below). (b) A copy Copies of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Entire Property as are in Seller's possession. (c) A copy Copies of an "as built" survey of the Property done concurrent with Seller's acquisition of the Property, if in Seller's possession. (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section paragraph 11(a) below) of the Entire Property showing occupancy date, lease expiration date, rent, and GuarantyGuarantys, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct copies of the Lease and all amendments thereto as well as the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Buyer Initial: /s/ DM /s/ RCM Purchase Agreement for Arby's/Mrs. Winners - Smyrna, GA It is a contingency upon Seller's possession; obligations hereunder that two (g2) A copy originals of Co-Tenancy Agreement in the Plans form attached hereto duly executed by Buyer and Specifications for Seller and dated on escrow closing date be delivered to the Improvements Seller on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvementsClosing date. Buyer may cancel this Agreement agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection any Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section 6 sections 15(a) of this Agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make the Second Payment, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this Agreement, or Seller may exercise its Agreement and relinquish all rights under Section 14 hereofin and to the Property unless Buyer makes the Second Payment when required. If this Agreement is not canceled and the First Payment and the Second Payment are is made when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Due Diligence. Buyer will have until the expiration of thirty the fifth business day (30The "Review Period") days from the effective date hereof after delivery of each of following items, to be supplied by Seller, to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Entire Property or persons caused by Buyer or its agents arising out of such physical inspections of the Entire Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective date, Seller shall deliver the following items to Buyer. (a) One The original and one copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below). (b) A copy Copies of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Entire Property as are in Seller's possession. (c) A copy Copies of an "as built" survey of the Entire Property done concurrent with Seller's acquisition of the Property, if in Seller's possession. (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section paragraph 11(a) below) of the Entire Property showing occupancy date, lease expiration date, rent, and GuarantyGuarantys, if any, accompanied by such tenant financial statements as Buyer Initial: /s/ RWA /s/ MRA Purchase Agreement for Champps-Lyndhurst, OH may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct It is a contingency upon Seller's obligations hereunder that two (2) copies of Co-Tenancy Agreement in the Lease form attached hereto duly executed by Buyer and all amendments thereto as well as Seller and dated on escrow closing date be delivered to the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements Seller on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvementsclosing date. Buyer may cancel this Agreement agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section 6 sections 15(a) of this Agreement agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make the Second Payment, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this Agreement, Agreement and relinquish all rights in and to the Property or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are is made when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Due Diligence. Buyer will have until the expiration of thirty the fifth business day (30The "Review Period") days from the effective date hereof after delivery of each of following items, to be supplied by Seller, to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Entire Property or persons caused by Buyer or its agents arising out of such physical inspections of the Entire Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective date, Seller shall deliver the following items to Buyer. (a) One The original and one copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below). (b) A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Entire Property as are in Seller's possession. (c) A copy of an "as built" survey of the Entire Property done concurrent with Seller's acquisition of the Property, if in Seller's possession. (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section paragraph 11(a) below) of the Entire Property showing occupancy date, lease expiration date, rent, and GuarantyGuarantys, if any, accompanied by such Buyer Initial: /s/ GWD Purchase Agreement for Marie Callender Pie Shoxx, Xxx., Xxxxxam, OR tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct It is a contingency upon Seller's obligations hereunder that two (2) copies of the Lease Co-Tenancy Agreement in the form attached hereto duly executed by Buyer and all amendments thereto as well as the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction AEI Real Estate Fund 85-A Limited Partnership and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements dated on the Property and a certified architect's certification as escrow closing date be delivered to the substantial completion of the improvements Seller on the Property having been completed in accordance with local code and the Plans and Specifications for the improvementsclosing date. Buyer may cancel this Agreement agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section section 6 of this Agreement agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make pay the Second PaymentPurchase Price, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this Agreement, Agreement and relinquish all rights in and to the Property or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are made Purchase Price is paid when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Due Diligence. Buyer will have until the expiration of thirty twenty-five (3025) days from the effective date hereof Effective Date of this Agreement (the “Review Period”) to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, Property and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Property or persons caused by Buyer or its agents arising out of such physical inspections of the Property. Subject to Section 16 hereof, unless Buyer and this indemnity shall terminate survive Closing or termination of this Agreement in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfiedAgreement. Within five two (52) business days after of the effective dateEffective Date of this Agreement, Seller shall deliver provide, to the following extent such items to Buyer. (a) One copy of a title insurance commitment for an Owner's Title insurance policy (see Section 8 below). (b) A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Property as are in its possession, the items listed on Exhibit “B” (“Seller's possession. (c) A copy of an "as built" survey of the Property done concurrent with Seller's acquisition of the Property, if in Seller's possession. (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section 11(a) below) of the Property and Guaranty, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct copies of the Lease and all amendments thereto as well as the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvements’s Materials”). Buyer may cancel this Agreement before the expiration of the Review Period for ANY REASON any reason in its sole discretion by delivering a cancellation notice, return receipt requested, notice to Seller and escrow holder before Closing Agent prior to the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment Xxxxxxx Money shall be non-refundable unless Seller shall default hereunder, or in the event of a casualty or condemnation, subject to the provisions of Section 16 below. If Buyer cancels this Agreement before the expiration of the Review Period, as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section 6 5 of this Agreement and those provisions stating otherwise (which will survive), Buyer Escrow Agent (after execution of such documents reasonably requested by Seller Escrow Agent to evidence the termination hereof) shall be returned return to Buyer its First Payment, Xxxxxxx Money and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Buyer, Seller or anyone else. Unless The Review Period will be deemed satisfied if Buyer has deposited the Xxxxxxx Money as required by Section 4 hereof, and this Agreement is canceled by Buyer pursuant not cancelled. Notwithstanding the foregoing with respect to the Review Period, Buyer shall have thirty (30) days following the Effective Date to secure any necessary financing, upon terms hereofand conditions subject to Buyer’s approval, if in his sole discretion (the “Financing Contingency Period”). Buyer fails may extend the Financing Contingency Period by up to make ten (10) additional days by providing written notice to Seller of Buyer’s election to extend prior to the Second Payment, Seller shall be entitled to retain expiration of the First Payment Financing Contingency Period and depositing an additional $50,000 of nonrefundable Xxxxxxx Money (the “Additional Xxxxxxx Money”) with the Title Company in the same manner described in Section 4(a) above. Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare may cancel this Agreement null and voidbefore the expiration of the Financing Contingency Period, in which the event Buyer will be deemed of Buyer’s failure to have canceled this Agreementsecure necessary financing for the contemplated purchase of the Property, or by delivering a cancellation notice to Seller may exercise its rights under Section 14 hereofand Closing Agent prior to the expiration of the Financing Contingency Period. If this Agreement is not canceled and cancelled as set forth herein, the First Payment and Xxxxxxx Money shall be non-refundable unless Seller shall default hereunder, or in the Second Payment are made when requiredevent of a casualty or condemnation, all subject to the provisions of Buyer's conditions and contingencies will be deemed satisfiedSection 16.

Due Diligence. Buyer will have until the expiration of thirty the fifth business day (30The "Review Period") days from the effective date hereof after delivery of each of following items, to be supplied by Seller, to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Entire Property or persons caused by Buyer or its agents arising out of such physical inspections of the Entire Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective date, Seller shall deliver the following items to Buyer. (a) One The original and one copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below). (b) A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Entire Property as are in Seller's possession.. Buyer Initial: /s/ SDW /s/ DBW Purchase Agreement for Champps Americana Restaurant, Columbus, Ohio (Crosswoods) (c) A copy of an "as built" survey of the Entire Property done concurrent with Seller's acquisition of the Property, if in Seller's possession. (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section paragraph 11(a) below) of the Entire Property showing occupancy date, lease expiration date, rent, and GuarantyGuarantys, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct It is a contingency upon Seller's obligations hereunder that two (2) copies of the Lease Co-Tenancy Agreement in the form attached hereto duly executed by Buyer and all amendments thereto as well as the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction AEI Real Estate Fund XVIII Limited Partnership and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements dated on the Property and a certified architect's certification as escrow closing date be delivered to the substantial completion of the improvements Seller on the Property having been completed in accordance with local code and the Plans and Specifications for the improvementsclosing date. Buyer may cancel this Agreement agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section section 6 of this Agreement agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make the Second Payment, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this Agreement, Agreement and relinquish all rights in and to the Property or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are is made when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Due Diligence. Buyer will have until the expiration of thirty (30) 60 days from the effective date hereof Effective Date of this Agreement (the "Review Period") to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, Property and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Property or persons caused by Buyer or its agents arising out of such physical inspections of the Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration Within ten days of the Site Inspection Period, Effective Date of this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective dateAgreement, Seller shall deliver the following items to Buyer.provide (except as explained below, in Item A): (a) A. One copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below), to be ordered by Seller immediately upon both parties hereto having executed this agreement, and said commitment to be delivered to Buyer as soon as the third party title insurance company provides it to Seller. (b) B. A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Property as are in Seller's possession. (c) C. A copy of an "as built" survey of the Property done completed concurrent with Seller's acquisition of the Property, if available in Seller's possession. (d) D. A copy of any Phase I Environmental Report on the Property, if available in Seller's possession. (e) A copy of the Lease E. Lease, and any amendments or modifications thereto (as further set forth in Section 11(aparagraph 11(A) below) of the Property showing occupancy date, lease expiration date, rent, and GuarantyGuarantees, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. F. Seller shall use its best efforts to execute a one (1) year lease extension with Children's World that is mutually acceptable to both Buyer and Seller. True Buyer will have seven (7) days from the time they receive the final terms and correct copies conditions of the Lease one (1) year lease extension to accept or reject the offer. If said lease extension is not acceptable to the Buyer for any reason, then Buyer shall, within the seven (7) day period, submit to Seller in writing a letter canceling this agreement. If said lease extension is acceptable to the Buyer, then Buyer shall, within the seven (7) day period, submit to Seller in writing a letter referencing their approval. Buyer's acceptance in writing to the terms and all amendments thereto as well as the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance conditions of the Property as are in Seller's possession; lease extension shall immediately waive this condition. If Buyer does not respond to Seller within the seven (g7) A copy of the Plans and Specifications for the Improvements on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvementsday period then this condition will be waived. Buyer may cancel this Agreement agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section section 6 of this Agreement (which will survive), Buyer Seller (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned return to Buyer its First Payment, Payment and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make the Second Payment, Payment Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller then may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this AgreementAgreement and relinquish all rights in and to the Property, or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are is made when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Due Diligence. Buyer will have until the expiration of thirty the fifth business day (30The "Review Period") days from the effective date hereof after delivery of each of following items, to be supplied by Seller, to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Entire Property or persons caused by Buyer or its agents arising out of such physical inspections of the Entire Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective date, Seller shall deliver the following items to Buyer. (a) One The original and one copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below). (b) A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Entire Property as are in Seller's possession.. Buyer Initial: /s/ CMW /s/ JKW Purchase Agreement for Champps Americana Restaurant-Schaumburg, IL (c) A copy of an "as built" survey of the Entire Property done concurrent with Seller's acquisition of the Property, if in Seller's possession. (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section paragraph 11(a) below) of the Entire Property showing occupancy date, lease expiration date, rent, and Guaranty's, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct It is a contingency upon Seller's obligations hereunder that two (2) copies of Co-Tenancy Agreement in the Lease form attached hereto duly executed by Buyer, AEI Income & Growth Fund XXI Limited Partnership, and all amendments thereto as well as dated on escrow closing date be delivered to the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements Seller on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvementsclosing date. Buyer may cancel this Agreement agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section section 6 of this Agreement agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make the Second Payment, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this Agreement, Agreement and relinquish all rights in and to the Property or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are is made when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Due Diligence. Buyer will have until the expiration of thirty (30) days from the effective date hereof to conduct such investigation into the Property as Buyer shall deem necessary and appropriate to satisfy itself regarding each item, the Property, and this transaction ("Site Inspection Period"). Seller, This Agreement is subject to the provisions following conditions: A. Within fifteen (15) business days after the Opening Date, Purchaser shall obtain a title commitment for an ALTA extended coverage owner’s title insurance policy in the amount of the LeasePurchase Price (the “Title Policy”) from Xxxx Xxxxxxxxxx, shall permit Buyer Tri-County Abstract and its authorized agents Title Guaranty, 000 00xx Xxx X., Xx. Xxxxx, XX 00000; xxxxx@xxxxxxxxxxxxxxxxx.xxx; 320- 253-2096 (the "Escrow Agent") and representatives deliver a copy thereof, together with all documents listed in Schedule B of the title commitment to enter upon the Property at all reasonable times during normal Purchaser. At least ten (10) business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours days prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and tests. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Property or persons caused by Buyer or its agents arising out of such physical inspections of the Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection PeriodDue Diligence Period (“Title Objection Date”), this site inspection contingency Purchaser shall deliver written notice to Buyer's obligations hereunder shall be deemed satisfiedSeller of any objections to matters set forth in the title commitment, any survey obtained by Xxxxxxxxx and/or the Schedule B documents (collectively, the "Title Objection Notice"). Within five (5) business days after receipt of the effective dateTitle Objection Notice, Seller shall advise Purchaser in writing ("Title Response Notice") whether: (i) Seller will remove or endorse over (at Seller’s expense) the objectionable exceptions on or before the Closing (in which case, such exceptions shall not be Permitted Encumbrances and shall be either removed or endorsed over by Seller on or before the Closing); or (ii) Seller elects not to cause such exceptions to be removed or endorsed over. Seller’s failure to timely and properly give notice to Purchaser on or before such date shall be deemed to be Seller’s election not to cause such exceptions to be removed or endorsed over. If Seller gives Purchaser notice or is otherwise deemed to have elected not to cause such exceptions to be removed, Purchaser shall, prior to expiration of the Due Diligence Period, elect to: (i) proceed with the purchase and accept title to the Property subject to the exceptions to title to which Purchaser objected, or (ii) terminate this Agreement. If Purchaser shall fail to give Seller notice of its election on or before the end of the Due Diligence Period, Purchaser shall be deemed to have elected to proceed with the purchase and to have waived its objections to such exceptions. Any exceptions to title contained approved by Purchaser are referred to in this Agreement as the “Permitted Encumbrances.” Notwithstanding anything to the contrary set forth herein, any and all monetary liens (including mechanics’ liens) shown on the title commitment, and any delinquent taxes and assessments, shall be removed by Seller from title on or before the Closing and shall not constitute Permitted Encumbrances (regardless of whether or not Purchaser objects to such exception). If Purchaser opts to terminate this Agreement pursuant to this paragraph, the Xxxxxxx Money shall be refunded to Purchaser. B. Within fifteen (15) business days after the Opening Date, Seller shall deliver the following items to Buyer. (a) One copy of a title insurance commitment for an Owner's Title insurance policy (see Section 8 below). (b) A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on all leases encumbering the Property as are and other reports, surveys, and inspections, if any, in Seller's possession. ’s possession (c) A copy of an "as built" survey of the Property done concurrent “Seller Due Diligence Materials”). If Purchaser is not satisfied with Seller's acquisition of Purchaser’s investigations and inspections with respect to the Property, if in Seller's possession. (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section 11(a) below) including Purchaser’s ability to obtain all governmental approvals and permits related to Purchaser’s proposed development of the Property and Guarantythe lot split creating the Property, if anywithin one hundred twenty (120) days following the Opening Date (the “Due Diligence Period”), accompanied by such tenant financial statements as may Purchaser will have been provided most recently the absolute right to Seller by the Tenant and/or Guarantors. True and correct copies of the Lease and all amendments thereto as well as the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvements. Buyer may cancel this Agreement for ANY REASON any reason whatsoever or no reason, in its Purchaser’s sole discretion by delivering a and absolute discretion. In the event of such cancellation, the Xxxxxxx Money shall be returned to Purchaser. Unless Purchaser gives notice of cancellation notice, return receipt requested, prior to Seller and escrow holder before the expiration of the Site Inspection Period. Such notice shall Due Diligence Period (as may be deemed effective only upon receipt by Seller. If this Agreement is not cancelled extended as set forth abovebelow), then Purchaser will be deemed to have elected not to cancel the First Payment Agreement under this provision and the Xxxxxxx Money shall become non-refundable to Purchaser except due to a Seller default or as otherwise provided hereinafter. Notwithstanding the foregoing, Purchaser shall have the option to extend the Due Diligence Period for three (3) thirty (30) day periods with notice to Seller prior to expiration of the then expiring Due Diligence Period and deposit with Escrow Agent within three (3) business days after such expiration the amount of $500.00 per extension, which amounts shall be applicable to the Purchase Price and shall be non-refundable unless (except as to a Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under default). C. During the first paragraph of Section 6 of this Agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make the Second Payment, Seller Due Diligence Period Purchaser shall be entitled to retain obtain boring, percolation, and other soil tests determining the First Payment physical characteristics of the sub-strata of the Property and Buyer irrevocably will be deemed to be showing that the soil and ground water are not contaminated and that the Property is satisfactory, in default under this AgreementPurchaser's sole judgment. Seller mayhereby grants to Purchaser, at its optionagents and contractors, retain the First Payment right to enter upon the Property for such testing. Purchaser hereby agrees to indemnify, defend, and declare this Agreement null hold Seller harmless from and voidagainst any and all losses, in which event Buyer will be deemed to have canceled this Agreementclaims, causes of action, liabilities and costs of defense incurred by Seller arising out of the actions of Purchaser, its agents, employees, contractors, or invitees in carrying out Purchaser’s investigations of the Property, unless due to the negligence or willful misconduct of Seller may exercise or its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are made when requiredagents, all of Buyer's conditions and contingencies will be deemed satisfiedemployees, or contractors.

Due Diligence. Buyer will have until the expiration of thirty the tenth business day (30The "Review Period") days from the effective date hereof after delivery of each of following items, to be supplied by Seller, to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Entire Property or persons caused by Buyer or its agents arising out of such physical inspections of the Entire Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective date, Seller shall deliver the following items to Buyer. (a) One The original and one copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below). (b) A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Entire Property as are in Seller's possession. (c) A copy of an "as built" survey of the Entire Property done concurrent with Seller's acquisition of the Property, if in Seller's possession. (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section paragraph 11(a) below) of the Entire Property showing occupancy date, lease expiration date, rent, and GuarantyGuarantys, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct Buyer Initial: /s/ FW /s/ FW Purchase Agreement for Champps - Columbus, OH It is a contingency upon Seller's obligations hereunder that two (2) copies of Co-Tenancy Agreement in the Lease form attached hereto duly executed by Buyer and all amendments thereto as well as AEI Real Estate Fund XVIII Limited Partnership and dated on escrow closing date be delivered to the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements Seller on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvementsclosing date. Buyer may cancel this Agreement agreement for ANY REASON in its sole discretion by delivering a cancellation notice, via first class mail, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section section 6 of this Agreement agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make the Second Payment, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this Agreement, Agreement and relinquish all rights in and to the Property or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are is made when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Due Diligence. Buyer will have until the expiration of thirty the tenth business day (30The "Review Period") days from the effective date hereof after delivery of each of following items, to be supplied by Seller, to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Entire Property or persons caused by Buyer or its agents arising out of such physical inspections of the Entire Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective date, Seller shall deliver the following items to Buyer. (a) One The original and one copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below). (b) A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Entire Property as are in Seller's possession. (c) A copy of an "as built" survey of the Entire Property done concurrent with Seller's acquisition of the Property. Buyer Initial: /s/ LY /s/ CB Purchase Agreement for Champps-Columbus, if in Seller's possession.OH (Crosswoods) (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section paragraph 11(a) below) of the Entire Property showing occupancy date, lease expiration date, rent, and GuarantyGuarantys, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct It is a contingency upon Seller's obligations hereunder that two (2) copies of Co-Tenancy Agreement in the Lease form attached hereto duly executed by Buyer and all amendments thereto as well as AEI Real Estate Fund XVIII Limited Partnership and dated on escrow closing date be delivered to the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements Seller on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvementsclosing date. Buyer may cancel this Agreement agreement for ANY REASON in its sole discretion by delivering a cancellation notice, via first class mail, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section section 6 of this Agreement agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make the Second Payment, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this Agreement, Agreement and relinquish all rights in and to the Property or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are is made when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Due Diligence. Buyer will have until the expiration of thirty (30) 30 days from the effective date hereof Effective Date of this Agreement (the "Review Period") to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, Property and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Property or persons caused by Buyer or its agents arising out of such physical inspections of the Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration Within ten days of the Site Inspection Period, Effective Date of this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective dateAgreement, Seller shall deliver the following items to Buyer.provide (except as explained below, in Item A): (a) A. One copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below), will deliver to buyer as soon as third party title insurance company provides to Seller. (b) B. A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Property as are in Seller's possession. (c) C. A copy of an "as built" survey of the Property done completed concurrent with Seller's acquisition of the Property, if available in Seller's possession. (d) D. A copy of any Phase I Environmental Report on the Property, if available in Seller's possession. (e) A copy of the Lease E. Lease, and any amendments or modifications thereto (as further set forth in Section 11(aparagraph 11(A) below) of the Property showing occupancy date, lease expiration date, rent, and GuarantyGuarantees, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct copies of the Lease and all amendments thereto as well as the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvements. Buyer may cancel this Agreement agreement for ANY REASON any reason in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section section 6 of this Agreement (which will survive), Buyer Seller (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned return to Buyer its First Payment, Payment and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make the Second Payment, Payment Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller then may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this AgreementAgreement and relinquish all rights in and to the Property, or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are is made when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Due Diligence. Buyer will have until the expiration of thirty (30) 30 days from the effective date hereof Effective Date of this Agreement (the "Review Period") to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, Property and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Property or persons caused by Buyer or its agents arising out of such physical inspections of the Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration Within twenty days of the Site Inspection Period, Effective Date of this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective dateAgreement, Seller shall deliver the following items to Buyer.provide: (a) A. One copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below). (b) B. A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Property as are in Seller's possession. (c) C. A copy of an "as built" survey of the Property done completed concurrent with Seller's acquisition of the Property, if available in Seller's possession. (d) D. A copy of any Phase I Environmental Report on the Property, if available in Seller's possession. (e) A copy of the Lease (as further set forth in Section 11(a) below) of the Property and Guaranty, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct copies of the Lease and all amendments thereto as well as the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvements. Buyer may cancel this Agreement agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. This contract is also subject to Buyer securing a new loan by closing date. If a loan is not secured by that date or Seller has not agreed to extend the contract as set out in paragraph 18(B), the First Payment shall be returned to the Buyer. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section section 6 of this Agreement (which will survive), Buyer Seller (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned return to Buyer its First Payment, Payment and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. If this Agreement is not canceled and the First Payment and the Second Payment is made when required, all of Buyer's conditions and contingencies will be deemed satisfied. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make the Second Payment, Payment Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller then may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this AgreementAgreement and relinquish all rights in and to the Property, or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are made when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Due Diligence. Buyer will have until the expiration of thirty (30) 45 days from the effective Effective Date of this Agreement or the date hereof upon which the Buyer receives a copy of the Lessee's (KinderCare) waiver of its right of first refusal to purchase this property (the "Review Period") to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, Property and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Property or persons caused by Buyer or its agents arising out of such physical inspections of the Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five ten (510) business days after the effective dateEffective Date of this Agreement, Seller shall deliver the following items to Buyer.provide (except as explained below, in Item A & B): (a) A. One copy of a title insurance commitment ("Title Commitment") for an Owner's Title insurance policy (see Section paragraph 8 below), to be ordered by Seller immediately upon both parties hereto having executed thisAgreement, and said commitment to be delivered to Buyer as soon as the third party title insurance company provides it to Seller, but it shall be delivered no later than ten (10) days after the Effective Date of this Agreement. (b) B. A copy of all instruments referenced in the Title Commitment which constitute exceptions to title. C. A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Property as are in Seller's possession. (c) D. A copy of an "as built" survey of the Property done completed concurrent with Seller's acquisition of the Property, if available in Seller's possession. (d) E. A copy of any Phase I Environmental Report on the Property, if available in Seller's possession. (e) F. A copy of the Lease (as further set forth in Section 11(a) below) of the Property and Guaranty, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct copies of the existing Lease and all amendments thereto as well as the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvementsGuarantee. Buyer may cancel this Agreement for ANY REASON in its sole discretion by delivering a cancellation notice, certified mail, return receipt requested, to Seller and escrow holder the Title Company before the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt when sent by Sellercertified mail. If this Agreement is not cancelled as set forth above, the First Payment shall be non-non- refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section section 6 of this Agreement (which will survive), Buyer Seller (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned cause the Title Company to return to Buyer its First Payment, Payment and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make the Second Payment, Payment Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, shall retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this Agreement, or Seller may exercise its Agreement and relinquish all rights under Section 14 hereofin and to the Property. If this Agreement is not canceled and the First Payment and the Second Payment are is made when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Due Diligence. Buyer will shall have until completed its due diligence investigation of the Property to Buyer’s satisfaction, as provided herein: (a) During the period beginning on the Effective Date, and terminating at 5:00 p.m. (Pacific Daylight Saving Time) forty-five (45) days after the Effective Date (the “Due Diligence Period”), Buyer and Buyer’s representatives shall have the opportunity to complete, and shall have completed to Buyer’s satisfaction and approval, at Buyer’s sole discretion, a review and inspection of the Property. In the event Buyer does not receive a complete appraisal of the Property prior to expiration of the Due Diligence Period, then Buyer may, at its option, extend the Due Diligence Period for another thirty (30) days from the effective date hereof upon written notice to conduct such investigation into the Property as Seller. 19849937 (b) Buyer shall deem necessary order a preliminary title report upon the opening of the Escrow. Buyer shall give written notice to Seller of those exceptions to which Buyer objects within twenty (20) days of receipt of such report. If Buyer objects to any exceptions to the title, Seller shall use commercially reasonable efforts to remove such exceptions at its own expense prior to end of the Due Diligence Period, or with Buyer’s written consent, prior to the Closing Date. Seller will give Buyer written notice of the exceptions Seller is not able or willing to remove within seven (7) days following receipt of Buyer’s notice (the “Non-Removal Exceptions”). If Buyer is not willing to accept title subject to the Non-Removal Exceptions, Buyer may terminate this Agreement, in which event the Deposit will be returned to Buyer. If any new title or similar matters (i.e., matters not shown on the initial preliminary title report or that would by shown by an accurate survey) are disclosed by a subsequent preliminary title report and appropriate such new title or similar matter is not acceptable to satisfy itself regarding each itemBuyer, Buyer shall so notify Seller in writing within two (2) business days after receiving written notice of such new title report, in which event Seller shall, at its discretion, use commercially reasonable efforts to remove such exceptions at its own expense prior to end of the Due Diligence Period, or with Buyer’s written consent, prior to the Closing Date. Seller will give Buyer written notice as to which of those exceptions are Non-Removal Exceptions within two (2) business days following receipt of Buyer’s notice. If Buyer is not willing to accept title subject to the Non-Removal Exceptions, Buyer may terminate this Agreement, in which event the Deposit will be returned to Buyer. Regardless of whether Buyer delivers any objection to title, Seller shall remove at or prior to Closing, as defined herein, all monetary liens that encumber the Property, and this transaction which Buyer has not expressly assumed. All exceptions to title shown on the preliminary title report, other than ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48i) hours prior to such intended entrymonetary liens, and obtain Seller's prior written consent (ii) those exceptions to any tests which Buyer has objected that are not Non-Removal Exceptions, are referred to be conducted thereon. herein as the “Permitted Exceptions.” (c) Seller shall deliver to Buyer shall bear the cost of all such inspections and tests. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Property or persons caused by Buyer or its agents arising out of such physical inspections of the Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within within five (5) business days after the effective dateEffective Date, Seller shall deliver copies of the following items materials described on Schedule 6.3(c) to Buyer. (a) One copy of a title insurance commitment for an Owner's Title insurance policy (see Section 8 below). (b) A copy of a Certificate of Occupancy or other the extent such document certifying completion and granting permission to permanently occupy the improvements on the Property as materials are in Seller’s possession or readily obtainable by Seller. Seller promptly shall provide to Buyer any supplemental, additional or new information received or discovered by Seller relating to any of the documents and materials delivered pursuant to this Section 6.3(c). During the Due Diligence Period and with reasonable advance notice to Seller (no less than twenty-four (24) hours), Buyer, its agents and representatives are entitled to inspect, and Seller will make available to Buyer, any other material documents relating to the Property (if any) in Seller's possessionpossession or reasonably obtainable by Seller within such period. All of the information and materials provided to Buyer by Seller pursuant to this Section 6.3(c) is referred to herein as the “Property Information.” (cd) A copy of an "as built" survey of During the Due Diligence Period, with reasonable advance notice (no less than twenty-four (24) hours) to Seller, Buyer, its agents, representatives, and consultants may enter onto the Property during reasonable hours to perform any and all inspections and tests as desired. Buyer shall coordinate all site visits with Seller and Seller may cause its agents, representatives, and consultants to accompany Buyer’s agents, representatives, and consultants on any site visits. Buyer shall promptly pay when due the costs of all tests, investigations, studies, and examinations done concurrent with Seller's acquisition regard to the Property. Buyer shall not permit any liens to attach to the Property by reason of its tests, investigations, studies, and examinations done with regard to the Property. Buyer shall, at its sole cost, fully repair any damage to the Property caused by its inspections, tests, or studies at the Property. In performing its examinations and 19849937 inspections of the Property, if in Buyer shall use its best efforts to minimize any interference with the Seller's possession. (d) A copy ’s use of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy Buyer will indemnify, defend, and hold Seller and Seller’s officers, directors, members, managers, representatives, agents, and employees, free and harmless from any and all claims, actions, causes of action, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees and costs) arising out of or in any way related to the Lease (as further set forth activities of Buyer arising out of or in Section 11(a) below) any way connected with the Buyer's inspection or investigation of the Property and GuarantySeller’s liabilities, if anyincluding, accompanied by such tenant financial statements as may have been provided most recently but not limited to Seller by the Tenant and/or Guarantors. True and correct copies any damage or liability arising out of the Lease and all amendments thereto as well as the Guaranty are in AEI's Possessionany environmental inspection or investigation. (f) Copies of all warranties relating If, prior to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvements. Buyer may cancel this Agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Due Diligence Period. Such , Buyer notifies Seller in writing that Buyer disapproves of its investigations for any reason, or Buyer fails to send any written notice to Seller approving Buyer’s investigations, the investigations will be deemed disapproved, the Deposit shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth abovereturned to Buyer, and Buyer shall have no obligation to purchase the First Payment shall be non-refundable unless Seller shall default hereunderProperty. If Buyer cancels notifies Seller in writing before the end of the Due Diligence Period that Buyer approves of its investigations, this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section 6 of this Agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make the Second Payment, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this Agreement, or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are made when required, all of Buyer's conditions and contingencies condition will be deemed satisfied.

Due Diligence. Buyer will have until the expiration of thirty the fifth business day (30The "Review Period") days from the effective date hereof after delivery of each of following items, to be supplied by Seller, to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Entire Property or persons caused by Buyer or its agents arising out of such physical inspections of the Entire Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective date, Seller shall deliver the following items to Buyer. (a) One The original and one copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below). (b) A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Entire Property as are in Seller's possession. (c) A copy of an "as built" survey of the Entire Property done concurrent with Seller's acquisition of the Property, if in Seller's possession. (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section paragraph 11(a) below) of the Entire Property showing occupancy date, lease expiration date, rent, and GuarantyGuarantees, if any, accompanied by such Buyer Initial: /s/ JM Purchase Agreement for Champps, Schaumburg, IL tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct It is a contingency upon Seller's obligations hereunder that two (2) copies of the Co-Tenancy Agreement in the form attached hereto duly executed by Buyer and AEI Net Lease Income & Growth Fund XX Limited Partnership and all amendments thereto as well as the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements dated on the Property and a certified architect's certification as escrow closing date be delivered to the substantial completion of the improvements Seller on the Property having been completed in accordance with local code and the Plans and Specifications for the improvementsclosing date. Buyer may cancel this Agreement agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section section 6 of this Agreement agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make pay the Second PaymentPurchase Price, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this Agreement, Agreement and relinquish all rights in and to the Property or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are made Purchase Price is paid when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Due Diligence. Buyer will have until the expiration of thirty the tenth business day (30The "Review Period") days from the effective date hereof after delivery of each of following items, to be supplied by Seller, to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Entire Property or persons caused by Buyer or its agents arising out of such physical inspections of the Entire Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective date, Seller shall deliver the following items to Buyer. (a) One The original and one copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below). (b) A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Entire Property as are in Seller's possession. (c) A copy of an "as built" survey of the Entire Property done concurrent with Seller's acquisition of the Property. Buyer Initial: /s/ JET /s/ TJT Purchase Agreement for Timber Lodge-Rochester, if in Seller's possession.MN (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section paragraph 11(a) below) of the Entire Property showing occupancy date, lease expiration date, rent, and GuarantyGuarantys, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct It is a contingency upon Seller's obligations hereunder that two (2) copies of Co-Tenancy Agreement in the Lease form attached hereto duly executed by Buyer and all amendments thereto as well as AEI Real Estate Fund XVII Limited Partnership and dated on escrow closing date be delivered to the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements Seller on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvementsclosing date. Buyer may cancel this Agreement agreement for ANY REASON any reason in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section section 6 of this Agreement agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make the Second Payment, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this Agreement, Agreement and relinquish all rights in and to the Property or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are is made when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Due Diligence. Buyer will have until the expiration of thirty (30) days from the effective date hereof Effective Date of this Agreement (the “Review Period”) to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, Property and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Property or persons caused by Buyer or its agents arising out of such physical inspections of the Property. Subject to Section 16 hereof, unless Buyer and this indemnity shall terminate survive Closing or termination of this Agreement in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfiedAgreement. Within five three (53) business days after of the effective dateEffective Date of this Agreement, Seller shall deliver provide, to the following extent such items to Buyer. (a) One copy of a title insurance commitment for an Owner's Title insurance policy (see Section 8 below). (b) A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Property as are in its possession, the items listed on Exhibit “B” (“Seller's possession. (c) A copy of an "as built" survey of the Property done concurrent with Seller's acquisition of the Property, if in Seller's possession. (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section 11(a) below) of the Property and Guaranty, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct copies of the Lease and all amendments thereto as well as the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvements’s Materials”). Buyer may cancel this Agreement before the expiration of the Review Period for ANY REASON any reason in its sole discretion by delivering a cancellation notice, return receipt requested, notice to Seller and escrow holder before Closing Agent prior to the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment Xxxxxxx Money shall be non-refundable unless Seller shall default hereunder, or in the event of a casualty or condemnation, subject to the provisions of Section 16 below. If Buyer cancels this Agreement before the expiration of the Review Period, as permitted under this Section, except for any escrow cancellation fees charged by the Title Company and any liabilities under the first paragraph of Section 6 5 of this Agreement and those provisions stating otherwise (which will survive), Buyer Seller (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned return to Buyer its First Payment, Xxxxxxx Money and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Buyer, Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if If Buyer fails to make the Second Paymentclose this transaction at no fault of Seller, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be irrevocably deemed to be in default under of this Agreement. Upon default by Buyer, Seller may, at as its option, retain the First Payment Xxxxxxx Money as its sole and exclusive remedy and declare this Agreement null and void, in which event Buyer will be deemed to have canceled cancelled this AgreementAgreement and relinquish all rights in and to the Property, or Seller may exercise its rights under Section 14 hereofhereunder. If this Agreement is not canceled and the First Payment and the Second Payment are made when required, all of Buyer's conditions and contingencies The Review Period will be deemed satisfiedsatisfied if Buyer has deposited the Xxxxxxx Money as required by Section 4 hereof, and this agreement is not cancelled.

Due Diligence. Buyer will (a) Purchaser shall have the right, until 5:00 p.m. the expiration last day of thirty (30) days from the effective date hereof to conduct such investigation into the Property as Buyer shall deem necessary and appropriate to satisfy itself regarding each item, the PropertyStudy Period, and this transaction ("Site Inspection Period"). Seller, subject to thereafter if Purchaser does not notify the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and tests. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Property or persons caused by Buyer or its agents arising out of such physical inspections of the Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection Study Period that Purchaser has elected to terminate this Agreement, to enter upon the Real Property upon not less than one (1) business day prior notice to the Seller, and to perform at Purchaser’s expense and subject to terms and conditions set forth in Section 2.4(d) below, such due diligence investigations as Purchaser may deem appropriate. If prior to the expiration of the Study Period, Purchaser provides written notice to the Seller and Escrow Agent that it has determined in its sole, absolute and unreviewable discretion, to terminate the Agreement for any reason or no reason whatsoever, this site inspection contingency to Buyer's obligations hereunder Agreement shall automatically terminate, the Exxxxxx Money shall be deemed satisfiedreturned to Purchaser and the Seller and Purchaser shall be released from all further liability or obligation hereunder except those which expressly survive a termination of this Agreement. In the event of such termination, the Exxxxxx Money, less the Independent Contract Consideration, shall be refunded by the Escrow Agent to Purchaser without any further notice to Escrow Agent. (b) Seller shall, on or before 5:00 p.m. C.D.T. on the date which is fifteen (15) days following the Effective Date, deliver copies of the items identified in Exhibit “B” (collectively, the “Submission Matters”) to Purchaser. In addition, at all times prior to the Closing, Seller shall also provide to Purchaser, within two (2) days of Purchaser’s request thereof, such other documents and information as Purchaser or Purchaser’s lender may from time to time request which are in Seller’s or the Manager’s possession or control. During the Study Period, upon one (1) business day prior notice and upon conditions reasonably established by the Seller, the Seller shall also make available at the Hotel to the Purchaser, and the Purchaser’s agents, auditors, engineers, attorneys, consultants, and potential lessees, partners and lenders (collectively, the “Purchaser Parties”), for inspections and/or copying at the Purchaser’s expense, the Seller’s and the Manager’s books, records, and correspondence specifically relating to the Property which are in the Seller’s or the Manager’s possession at the Hotel, excluding any correspondence or materials subject to the attorney-client privilege or which the Seller is contractually or legally not permitted to disclose (as to which Seller shall give notice to Purchaser of same). (c) If for any reason whatsoever Purchaser does not purchase the Property, Purchaser shall promptly deliver to the Seller or destroy copies of the Submission Matters delivered to or copied by Purchaser or Purchaser Parties; provided, however, that Purchaser shall not be obligated to deliver to the Seller any materials of a proprietary nature (such as, for the purposes of example only, any financial forecast or market repositioning plans) prepared for Purchaser or Purchaser Parties in connection with the Property, and the Seller acknowledges that any such materials delivered to the Seller pursuant to the provisions of clause (ii) shall be without cost to Purchaser and without warranty, representation or recourse whatsoever other than that such materials have been fully paid for and may be delivered to the Seller. The terms of this Section 2.4(c) shall survive the termination of this Agreement. (d) Purchaser shall indemnify, hold harmless and defend the Seller against any loss, damage, liability or claim for personal injury or property damage and any other loss, damage, liability, claim or lien to the extent arising from the acts upon the Real Property by Purchaser or Purchaser Parties or any agents, contractors or employees of Purchaser or Purchaser Parties, except for the discovery of existing conditions of the Real Property. Purchaser understands and accepts that any on-site inspections of the Property shall occur at reasonable times agreed upon by the Seller and Purchaser after not less than one (1) business day prior notice to the Seller and shall be conducted so as not to interfere unreasonably with the operation of the Property and the use of the Property by the tenants and the guests of the Hotel. The Seller shall have the right to have a representative present during any such inspections. If Purchaser desires to do any invasive testing at the Property, Purchaser shall do so only after notifying Seller and subject to reasonable terms and conditions as may be proposed by the Seller. Purchaser shall not permit any liens to attach to the Property by reason of such inspections. Purchaser shall (i) restore the Property, at its own expense, to substantially the same condition which existed prior to any inspections or other activities of Purchaser thereon; and (ii) be responsible for and pay any and all liens by contractors, subcontractors, materialmen, or laborers performing the inspections or any work for Purchaser or Purchaser Parties on or related to the Property. The provisions of this Section 2.4(d) shall survive any termination of this Agreement and a closing of the transaction contemplated hereby. (e) Within fifteen (15) business days after the Effective Date, the Seller shall cause the Title Company to furnish to the Purchaser and Seller, a title insurance commitment bearing an effective date not earlier than thirty (30) days prior to the Effective Date issued by the Title Company covering the Real Property, binding the Title Company to issue the Owner’s Title Policy together with legible copies (to the extent such legible copies are available) of all documents identified in such title insurance commitment as exceptions to title (collectively, the “Title Commitment”) with respect to the state of title to the Property. Within fifteen (15) days after delivery of the Title Commitment to Seller by Purchaser, the Purchaser shall cause a surveyor licensed to practice in the state where the Property is located to furnish to Purchaser a survey (the “Survey”) of the Land and Improvements. Within five (5) business days following its receipt of the Title Commitment and the Survey, or within five (5) business days of any supplement to the Title commitment or Survey, the Purchaser shall notify the Seller of any matters identified in the Title Commitment and the Survey that the Purchaser is unwilling to accept (including any defect or failure of the Title Commitment and the Survey to comply with requirements of this Section 2.4(e)) (collectively, the “Purchaser’s Objections”). Notwithstanding anything herein to the contrary, the Seller shall be obligated to pay and discharge any encumbrances or obligations arising from delinquent taxes, mortgages, deeds of trust, security agreements, mechanics’ liens or other similar liens or charges which were created, consented to, or expressly assumed by Seller, including without limitation any loans, bonds or due and payable obligations to municipal or other governmental bodies (collectively, “Monetary Title Encumbrances”). No Monetary Title Encumbrances shall be considered to be a Permitted Title Exception. For such purposes, the Seller may use all or a portion of the Purchase Price to pay or discharge any such Monetary Title Encumbrances at the Closing. The Seller may notify Purchaser within five (5) days after receipt of Purchaser’s Objections (the “Seller’s Response Period”) whether the Seller, in its sole discretion, agrees to cure any of such Purchaser’s Objections, (the “Seller’s Response”). If the Seller agrees in the Seller’s Response Period to cure any of such Purchaser’s Objections, the Seller shall use good faith efforts (without the obligation to expend any money or incur any liability) to cure such Purchaser’s Objections which the Seller has agreed to attempt to cure on or before the Closing. If the Seller does not provide the Seller’s Response to the Purchaser within the Seller’s Response Period, the Seller shall be deemed to have elected not to cure Purchaser’s Objections. If (i) Seller elects to not cure or is deemed to have elected not to cure any Purchaser’s Objections, within five (5) days after receipt of Seller’s Response (or, after the effective dateexpiration of Seller’s Response Period in the event no Seller’s Response is delivered) or (ii) in the event Seller agrees in the Seller’s Response Period to cure any of such Purchaser’s Objections, but fails to do so on or before the Closing, Purchaser shall, in its sole and absolute discretion, elect (1) to waive such Purchaser’s Objections without any abatement in the Purchase Price and proceed to close or (2) to terminate this Agreement in which case the parties hereto shall be released from all further obligations hereunder, except those which expressly survive a termination of this Agreement. In the event Purchaser does not timely provide to the Seller notice of Purchaser’s election in response to Seller’s Response, Purchaser shall deliver the following items be deemed to Buyer. have elected clause (a) One copy of a title insurance commitment for an Owner's Title insurance policy (see Section 8 below). (b) A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Property as are in Seller's possession. (c) A copy of an "as built" survey of the Property done concurrent with Seller's acquisition of the Property, if in Seller's possession. (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section 11(a) below1) of the Property and Guarantypreceding sentence. In the event of Purchaser’s termination or deemed termination pursuant to this Section 2.4(e), if anythe Exxxxxx Money, accompanied by such tenant financial statements as may have been provided most recently to Seller less the Independent Contract Consideration, shall be refunded by the Tenant and/or Guarantors. True Escrow Agent to Purchaser without any further notice to Escrow Agent and correct copies of the Lease and all amendments thereto as well as the Guaranty are in AEI's Possessiondespite any objection or potential objection by Seller. (f) Copies At Purchaser’s sole cost and expense, Purchaser’s auditor may conduct an audit as required of all warranties relating Purchaser pursuant to construction Rule 3-05 of Securities and maintenance Exchange Commission Regulation S-X (the “3-05 Audit”) of the financial statements of the Property as are for the three (3) complete fiscal years immediately preceding the Closing Date and the stub period through the Closing Date (the “Covered Audit Period”), and Seller shall reasonably cooperate (at no cost to Seller) with Purchaser’s auditor in Seller's possession; the conduct of such 3-05 Audit. Without limiting the foregoing, (gi) A copy Purchaser or its designated independent or other auditor may audit the financial statements of the Plans Property, at Purchaser’s expense and, upon Purchaser’s prior written request, Seller shall allow Purchaser’s auditors reasonable access to such books and Specifications for the Improvements on records maintained by Seller in respect to the Property and a certified architect's certification as pertaining to the substantial completion Covered Audit Period as necessary to conduct such 3-05 Audit, and (ii) Seller shall use reasonable efforts to provide to Purchaser such existing financial information as may be reasonably required by Purchaser and required for Purchaser’s auditors to conduct such 3-05 Audit; provided, however, that the ongoing obligations of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvements. Buyer may cancel this Agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Period. Such notice shall be deemed effective only upon receipt by limited to providing such information or documentation as may be in the possession or control of Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this SectionSeller’s accountants or Manager, except for at no cost to any escrow cancellation fees and any liabilities under the first paragraph of Section 6 of this Agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Paymentparties, and Buyer will in the format that Seller or its accountants or Manager have absolutely no rights, claims or interest of any type maintained such information. Seller certifies and represents and warrants to Purchaser that the materials delivered to Purchaser in connection with the Property 3-05 Audit shall be true and accurate in all material respects and to Seller’s knowledge there are no known fraud or material misrepresentations, or material subsequent events not reflected in such materials. Notwithstanding anything contained in this transactionparagraph to the contrary, regardless in no event shall Seller or any of Seller’s Affiliates be obligated to disclose any confidential or non-public financial information with respect to any of Seller’s Affiliates or any property of any alleged conduct by Seller or anyone elsesuch Seller’s Affiliate. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make the Second Payment, Seller This provision shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this Agreement, or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are made when required, all of Buyer's conditions and contingencies will be deemed satisfiedsurvive Closing.

Due Diligence. Buyer will have until the expiration of thirty the fifth business day (30The "Review Period") days from the effective date hereof after delivery of each of following items, to be supplied by Seller, to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Entire Property or persons caused by Buyer or its agents arising out of such physical inspections of the Entire Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective date, Seller shall deliver the following items to Buyer. (a) One The original and one copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below). (b) A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Entire Property as are in Seller's possession. (c) A copy of an "as built" survey of the Entire Property done concurrent with Seller's acquisition of the Property, if in Seller's possession. (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section paragraph 11(a) below) of the Entire Property showing occupancy date, lease expiration date, rent, and GuarantyGuarantys, if any, accompanied by such Buyer Initial: /s/ JM Purchase Agreement for Children's World-Golden Colorado tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct It is a contingency upon Seller's obligations hereunder that two (2) copies of the Lease Co-Tenancy Agreement in the form attached hereto duly executed by Buyer and all amendments thereto as well as the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction AEI Income & Growth Fund XXII Limited Partnership and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements dated on the Property and a certified architect's certification as escrow closing date be delivered to the substantial completion of the improvements Seller on the Property having been completed in accordance with local code and the Plans and Specifications for the improvementsclosing date. Buyer may cancel this Agreement agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section section 6 of this Agreement agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make pay the Second PaymentPurchase Price, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this Agreement, Agreement and relinquish all rights in and to the Property or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are made Purchase Price is paid when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Due Diligence. Buyer will have until the expiration of thirty (30) days from the effective date hereof Effective Date (the "Review Period") to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, Property and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Property or persons caused by Buyer or its agents arising out of such physical inspections of the Property, and this indemnity shall survive closing or termination of this Agreement. Subject to Section 16 hereofWithin one (1) day of the Effective Date of this Agreement, unless Buyer Seller shall terminate this Agreement in writing prior provide, to the expiration extent such items are in its possession, the items listed on Exhibit "B" ("Seller's Materials"). If Seller fails to deliver the Seller's Materials within such period, then the Review Period shall be extended on a day for day basis until Buyer's receipt of the Site Inspection Period, this site inspection contingency Seller's Materials. Seller will send a notice to Buyerthe Tenant regarding Tenant's obligations hereunder shall be deemed satisfied. Within five right of first offer to purchase the Property pursuant to the Lease and requesting Tenant's offer or waiver thereof within two (52) business days after the effective dateEffective Date. Seller agrees to send Buyer a copy of any response from Tenant with respect to such notice within three (3) business days following Seller's receipt of such response from Tenant. If Tenant timely exercises its right of first offer to purchase the Property pursuant to the Lease, Seller shall deliver give Buyer prompt written notice thereof, and this Agreement shall automatically terminate. Upon such termination, the following items Xxxxxxx Money shall be immediately returned to Buyer. (a) One copy of a title insurance commitment for an Owner's Title insurance policy (see Section 8 below). (b) A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Property as are in Seller's possession. (c) A copy of an "as built" survey of the Property done concurrent with Seller's acquisition of the Property, if in Seller's possession. (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section 11(a) below) of the Property and Guaranty, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct copies of the Lease and all amendments thereto as well as the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvements. Buyer may cancel this Agreement before the expiration of the Review Period for ANY REASON any reason in its sole discretion by delivering a cancellation notice, return receipt requested, notice to Seller and escrow holder before Closing Agent prior to the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment Xxxxxxx Money shall be non-refundable unless Seller shall default hereunder, or in the event of a casualty or condemnation, subject to the provisions of Section 16. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees charged by the Title Company and any liabilities under the first paragraph of Section section 6 of this Agreement and those provisions stating otherwise (which will survive), Buyer Seller and Title Company (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned return to Buyer its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone elseXxxxxxx Money. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if If Buyer fails to make the Second Paymentclose this transaction at no fault of Seller, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled in default of this Agreement. Upon default by Buyer, or Seller may exercise its rights under Section 14 hereofhereof shall control. If this Agreement is not canceled cancelled and the First Payment and Xxxxxxx Money is deposited by Buyer as required by Section 4 hereof, the Second Payment are made when required, all of Buyer's conditions and contingencies Review Period will be deemed satisfiedsatisfied by Buyer and the parties shall proceed to closing.

Due Diligence. Buyer will have until thirty days after the expiration delivery of thirty each of the following documents to be delivered by Seller as set forth below (30) days from the effective date hereof "Review Period"), to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, title to the Property, and this transaction ("Site Inspection Period")to inspect the condition of the Property. Seller, subject The Closing Date shall be automatically extended by the number of days necessary to give Buyer thirty days to review any item required to be delivered by the Seller to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and testshereunder. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Property or persons caused by Buyer or its agents arising out of such physical inspections of the Property. Subject Except for warranties of title and as otherwise set forth herein, Buyer expressly acknowledges that the sale of the Property as provided for herein is made on an "AS IS" basis, and such provision shall survive closing. Seller at Seller's cost and expense agrees to Section 16 hereofprovide to Buyer the following items, unless Buyer shall terminate this Agreement in writing prior to which Buyer's right to object absent subsequent material change to the expiration of same, shall extend for thirty days from the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective date, Seller shall deliver the following items to Buyer.date such item has been deposited in recognized overnight courier: (a) One copy of a title insurance A current commitment for an Owner's Title TLTA Policy of title insurance policy (see Section 8 paragraph 9 below)) dated after the date hereof, issued to Buyer in the amount of the Purchase Price, accompanied by copies of all documents constituting exceptions to title. (b) A copy Copies of a Certificate of Occupancy or and other such document documentation in Seller's possession certifying as to the completion of the original structure and granting permission to permanently occupy the improvements on the Property as are in Seller's possession.Property; (c) A copy Copy of an "as as-built" survey of the Property done concurrent with Seller's acquisition of dated May 15, 1997, updated to a date after the Property, if in Seller's possessiondate hereof and certified to Buyer. (d) A copy Any evidence in Seller's possession respecting inventory of any Phase I Environmental Report and ownership of the Personalty on the Property, if in which Seller's possessioninterest in such Personalty is being transferred to Buyer by Quit Claim Bill of Sale. (e) A copy Xx xhe extent in Seller's possession, a set of the Lease (as further set forth "as-built" plans and specifications for the improvements on the Property, provided, in Section 11(a) below) of the Property event that the Closing does not occur, Buyer shall return such plans and Guaranty, if any, accompanied by such tenant financial statements as may have been provided most recently specifications to Seller by the Tenant and/or Guarantors. True and correct copies of the Lease and all amendments thereto as well as the Guaranty are in AEI's PossessionSeller. (f) Copies of all warranties relating to construction and maintenance of the most recent tax statement for the Property as are may be in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvements. Buyer may cancel this Agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section 6 of this Agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make the Second Payment, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this Agreement, or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are made when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Due Diligence. Buyer will have until the expiration of thirty the fifth business day (30The "Review Period") days from the effective date hereof after delivery of each of following items, to be supplied by Seller, to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Entire Property or persons caused by Buyer or its agents arising out of such physical inspections of the Entire Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective date, Seller shall deliver the following items to Buyer. (a) One The original and one copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below). (b) A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Entire Property as are in Seller's possession. (c) A copy of an "as built" survey of the Entire Property done concurrent with Seller's acquisition of the Property, if in Seller's possession. (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section paragraph 11(a) below) of the Entire Property showing occupancy date, lease expiration date, rent, and GuarantyGuarantys, if any, accompanied by such Buyer Inital: /s/ DLC Purchase Agreement for Champps, Livonia, MI tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct It is a contingency upon Seller's obligations hereunder that two (2) copies of Co-Tenancy Agreement in the Lease form attached hereto duly executed by Buyer and all amendments thereto as well as AEI Income & Growth Fund XXI Limited Partnership and dated on escrow closing date be delivered to the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements Seller on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvementsclosing date. Buyer may cancel this Agreement agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section section 6 of this Agreement agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make pay the Second PaymentPurchase Price, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this Agreement, Agreement and relinquish all rights in and to the Property or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are made Purchase Price is paid when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Due Diligence. Buyer will have until the expiration of thirty the fifth business day (30The "Review Period") days from the effective date hereof after delivery of each of following items, to be supplied by Seller, to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Entire Property or persons caused by Buyer or its agents arising out of such physical inspections of the Entire Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective date, Seller shall deliver the following items to Buyer. (a) One The original and one copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below). (b) A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Entire Property as are in Seller's possession. (c) A copy of an "as built" survey of the Entire Property done concurrent with Seller's acquisition of the Property, if in Seller's possession. (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section paragraph 11(a) below) of the Entire Property showing occupancy date, lease expiration date, rent, and GuarantyGuarantees, if any, accompanied by such Buyer Initial: /s/ T.D. /s/ TH Purchase Agreement for Champps Americana Restaurant, Schaumburg IL tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct It is a contingency upon Seller's obligations hereunder that two (2) copies of the Co-Tenancy Agreement in the form attached hereto duly executed by Buyer and AEI Net Lease Income & Growth Fund XX Limited Partnership and all amendments thereto as well as the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements dated on the Property and a certified architect's certification as escrow closing date be delivered to the substantial completion of the improvements Seller on the Property having been completed in accordance with local code and the Plans and Specifications for the improvementsclosing date. Buyer may cancel this Agreement agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section section 6 of this Agreement agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make pay the Second PaymentPurchase Price, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this Agreement, Agreement and relinquish all rights in and to the Property or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are made Purchase Price is paid when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Due Diligence. Buyer will have until the expiration of thirty the fifth business day (30The "Review Period") days from after delivery of all of the effective date hereof following items, to be supplied by Seller, to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Entire Property or persons caused by Buyer or its agents arising out of such physical inspections of the Entire Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective date, Seller shall deliver the following items to Buyer. (a) One The original and one copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below). (b) A copy Copies of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Entire Property as are in Seller's possession. (c) A copy Copies of an "as built" survey of the Entire Property done concurrent with Seller's acquisition of the Property, if in Seller's possession. (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy Lease of the Lease (as further set forth in Section 11(a) below) of the Entire Property showing occupancy date, lease expiration date, rent, and GuarantyGuarantys, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct copies of the Lease and all amendments thereto as well as the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Buyer Initial: /s/ GEA /s/ WKA Purchase Agreement for Tractor Supply - Bristol, VA It is a contingency upon Seller's possession; obligations hereunder that two (g2) A copy originals of Co-Tenancy Agreement in the Plans form attached hereto duly executed by Buyer and Specifications for Seller and dated on escrow closing date be delivered to the Improvements Seller on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvementsClosing date. Buyer may cancel this Agreement agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section 6 sections 15(a) of this Agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make the Second Payment, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this Agreement, or Seller may exercise its Agreement and relinquish all rights under Section 14 hereofin and to the Property unless Buyer makes the Second Payment when required. If this Agreement is not canceled and the First Payment and the Second Payment are is made when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Due Diligence. Buyer will have until the expiration of thirty the fifth business day (30The "Review Period") days from the effective date hereof after delivery of each of following items, to be supplied by Seller, to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Entire Property or persons caused by Buyer or its agents arising out of such physical inspections of the Entire Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective date, Seller shall deliver the following items to Buyer. (a) One The original and one copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below). (b) A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Entire Property as are in Seller's possession. (c) A copy of an "as built" survey of the Entire Property done concurrent with Seller's acquisition of the Property, if in Seller's possession. (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section paragraph 11(a) below) of the Entire Property showing occupancy date, lease expiration date, rent, and GuarantyGuarantees, if any, accompanied by such Buyer Initial: /s/ BBS Purchase Agreement for Champps Americana Restaurant, Schaumburg, IL tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct It is a contingency upon Seller's obligations hereunder that two (2) copies of the Co-Tenancy Agreement in the form attached hereto duly executed by Buyer and AEI Net Lease Income & Growth Fund XX Limited Partnership and all amendments thereto as well as the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements dated on the Property and a certified architect's certification as escrow closing date be delivered to the substantial completion of the improvements Seller on the Property having been completed in accordance with local code and the Plans and Specifications for the improvementsclosing date. Buyer may cancel this Agreement agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section section 6 of this Agreement agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make pay the Second PaymentPurchase Price, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this Agreement, Agreement and relinquish all rights in and to the Property or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are made Purchase Price is paid when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Due Diligence. Buyer will have until the expiration of thirty the fifth business day (30The "Review Period") days from the effective date hereof after delivery of each of following items, to be supplied by Seller, to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Entire Property or persons caused by Buyer or its agents arising out of such physical inspections of the Entire Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective date, Seller shall deliver the following items to Buyer. (a) One The original and one copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below). (b) A copy Copies of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Entire Property as are in Seller's possession.. Buyer Initial: /s/ GMR by STK, /s/ KHK by STK, /s/ STK Purchase Agreement for Children's World, DePere, WI (c) A copy Copies of an "as built" survey of the Entire Property done concurrent with Seller's acquisition of the Property, if in Seller's possession. (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section paragraph 11(a) below) of the Entire Property showing occupancy date, lease expiration date, rent, and GuarantyGuarantys, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct It is a contingency upon Seller's obligations hereunder that two (2) copies of Co-Tenancy Agreement in the Lease form attached hereto duly executed by Buyer and all amendments thereto as well as Seller and dated on escrow closing date be delivered to the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements Seller on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvementsclosing date. Buyer may cancel this Agreement agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section section 6 of this Agreement agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make the Second Payment, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this Agreement, Agreement and relinquish all rights in and to the Property or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are is made when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Due Diligence. Buyer will have until the expiration of thirty the fifth business day (30The "Review Period") days from the effective date hereof after delivery of each of following items, to be supplied by Seller, to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Entire Property or persons caused by Buyer or its agents arising out of such physical inspections of the Entire Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective date, Seller shall deliver the following items to Buyer. (a) One A copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below). (b) A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Entire Property as are in Seller's possession. (c) A copy of an "as built" survey of the Entire Property done concurrent with Seller's acquisition of the Property, if in Seller's possessionupon request. (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section paragraph 11(a) below) of the Entire Property showing occupancy date, lease expiration date, rent, and GuarantyGuarantys, if any, accompanied by such tenant financial Buyer Initial: /s/ GRJ /s/ ALR Purchase Agreement for Marie Callender Pie Shops, Xxx., Xxxxxxx, OR statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct It is a contingency upon Seller's obligations hereunder that two (2) copies of the Lease Co-Tenancy Agreement in the form attached hereto duly executed by Buyer and all amendments thereto as well as the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction AEI Real Estate Fund 85-A Limited Partnership and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements dated on the Property and a certified architect's certification as escrow closing date be delivered to the substantial completion of the improvements Seller on the Property having been completed in accordance with local code and the Plans and Specifications for the improvementsclosing date. Buyer may cancel this Agreement agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section section 6 of this Agreement agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make pay the Second PaymentPurchase Price, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this Agreement, Agreement and relinquish all rights in and to the Property or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are made Purchase Price is paid when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Due Diligence. Buyer will have until the expiration of thirty (30) 45 days from the effective date hereof Effective Date of this Agreement (the "Review Period") to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, Property and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Property or persons caused by Buyer or its agents arising out of such physical inspections of the Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five ten (510) business days after the effective dateEffective Date of this Agreement, Seller shall deliver the following items to Buyer.provide (except as explained below, in Item A): (a) A. One copy of a title insurance commitment ("Title Commitment") for an Owner's Title insurance policy (see Section paragraph 8 below), to be ordered by Seller immediately upon both parties hereto having executed this Agreement, and said commitment to be delivered to Buyer as soon as the third party title insurance company provides it to Seller, but it shall be delivered no later than ten (10) days after the Effective Date of this Agreement. (b) B. A copy of all instruments referenced in the Title Commitment which constitute exceptions to title. C. A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Property as are in Seller's possession. (c) D. A copy of an "as built" survey of the Property done completed concurrent with Seller's acquisition of the Property, if available in Seller's possession. (d) . E A copy of any Phase I Environmental Report on the Property, if available in Seller's possession. (e) A copy of the Lease (as further set forth in Section 11(a) below) of the Property and Guaranty, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct copies of the Lease and all amendments thereto as well as the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvements. Buyer may cancel this Agreement for ANY REASON in its sole discretion by delivering a cancellation notice, certified mail, return receipt requested, to Seller and escrow holder the Title Company before the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt when sent by Sellercertified mail. If this Agreement is not cancelled as set forth above, the First Payment shall be non-non- refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section section 6 of this Agreement (which will survive), Buyer Seller (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned cause the Title Company to return to Buyer its First Payment, Payment and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make the Second Payment, Payment Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller maythen, at as its sole option, shall retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this Agreement, or Seller may exercise its Agreement and relinquish all rights under Section 14 hereofin and to the Property. If this Agreement is not canceled and the First Payment and the Second Payment are is made when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Due Diligence. Buyer will have until the expiration of thirty the fifth business day (30The "Review Period") days from the effective date hereof after delivery of each of following items, to be supplied by Seller, to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Entire Property or persons caused by Buyer or its agents arising out of such physical inspections of the Entire Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective date, Seller shall deliver the following items to Buyer. (a) One The original and one copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below). (b) A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Entire Property as are in Seller's possession. (c) A copy of an "as built" survey of the Entire Property done concurrent with Seller's acquisition of the Property, if in Seller's possession. (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section paragraph 11(a) below) of the Entire Property showing occupancy date, lease expiration date, rent, and GuarantyGuarantys, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct Buyer Initial: /s/ JAM Purchase Agreement for Rio Bravo-St. Paul, MN Xx is a contingency upon Seller's obligations hereunder that two (2) copies of Co-Tenancy Agreement in the Lease form attached hereto duly executed by Buyer and all amendments thereto as well as AEI Real Estate Fund 85-A Limited Partnership and dated on escrow closing date be delivered to the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements Seller on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvementsclosing date. Buyer may cancel this Agreement agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section 6 sections 15(a) of this Agreement agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make the Second Payment, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this Agreement, Agreement and relinquish all rights in and to the Property or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are is made when required, all of Buyer's conditions and contingencies will be deemed satisfied.