Common use of Feasibility Study Clause in Contracts

Feasibility Study. Purchaser is granted a license to enter upon the Property to conduct such nondestructive engineering and/or market and economic feasibility studies of the Property and a physical inspection of the Property, including studies or inspections to determine the existence of any environmental hazards or conditions as Purchaser deems necessary or advisable and for reviewing and copying those of the Submission Matters noted as to be provided on-site (collectively, the "Feasibility Study") during the period (the "Feasibility Period"), which commenced on June 15, 2015) under the terms of that certain Access and Due Diligence Agreement between the parties (the "Access Agreement")) and ending at 5:00 p.m., Central Time, on July 30, 2015. If this Contract remains in effect after expiration of the Feasibility Period, then Purchaser may continue the Feasibility Study until Closing. With Seller's permission, after Seller has received at least two full Business Days advance written notice of the intended date of entry (which request may be via email without requirement for additional form of delivery and which permission, unless promptly denied in writing, shall be deemed granted), Purchaser or its designated agents may enter upon the Property during normal business hours for purposes of analysis or other tests and inspections which may be deemed necessary by Purchaser for the Feasibility Study. Purchaser must be accompanied by Seller's manager for the Property or another designated representative of Seller (Xxxxx Xxxxxxxx), or have received Seller's written permission prior to entering upon the Property in connection with Purchaser's Feasibility Study; provided, however, Purchaser may not enter into any space leased by any tenant without being accompanied by Seller's manager for the Property or another designated representative of Seller (Xxxxx Xxxxxxxx). Seller agrees to make its manager or other representative reasonably available during normal business hours. Purchaser will not conduct physical or invasive testing or testing involving sampling (including, without limitation, any environmental testing other than a Phase I study) without notifying Seller of its requested tests, and obtaining the written consent of Seller. Before conducting any test or investigation involving physical disturbance, sampling or invasive testing of any portion of the Property, Purchaser shall provide Seller with a reasonably detailed testing plan outlining the tests Purchaser intends to perform. No such tests shall be conducted without Seller’s prior written approval of the testing plan and the specific test or investigation, which approval may be via email from Seller’s designated representative without requirement for additional form of delivery of notice. Purchaser will exercise commercially reasonable efforts to conduct or cause to be conducted all inspections and tests in a manner and at times that will not unreasonably interfere with any tenant's use and occupancy of the Property. Purchaser shall comply with all federal, state and local laws, rules, regulations and ordinances which might in any way relate to the Feasibility Study. If Purchaser determines, in its sole judgment, that the Property is not suitable for any reason for Purchaser's intended use or purpose, is not in satisfactory condition, or that Purchaser otherwise no longer desires to purchase the Property, then Purchaser may terminate this Contract by written notice to Seller prior to expiration of the Feasibility Period, in which case the Xxxxxxx Money (other than the Nonrefundable Deposit which will be paid to Seller) will be promptly returned to Purchaser, and neither party shall have any further right or obligation hereunder other than as set forth herein with respect to rights or obligations which survive termination. If this Contract is not terminated in the manner and within the time provided in this Section 6(a), Purchaser's right to terminate this Contract pursuant to this Purchase and Sale Agreement15233085_2 9 Section 6(a) and any and all objections with respect to the Feasibility Study will be deemed to have been waived by Purchaser for all purposes. The Feasibility Study will be at Purchaser's expense.

Feasibility Study. Purchaser is granted a license to enter upon the Property to conduct such nondestructive engineering and/or market and economic feasibility studies of the Property and a physical inspection of the Property, including studies or inspections to determine the existence of any environmental hazards or conditions as Purchaser deems necessary or advisable and for reviewing and copying those of the Submission Matters noted as to be provided on-site (collectively, the "Feasibility Study") during the period (the "Feasibility Period"), which commenced on June 15, 2015) under the terms of that certain Access and Due Diligence Agreement between the parties (the "Access Agreement")) and ending at 5:00 p.m., Central Time, on July 30, 2015. If this Contract remains in effect after expiration of the Feasibility Period, then Purchaser may continue the Feasibility Study until Closing. With Seller's permission, after Seller has received at least two full Business Days advance written notice of the intended date of entry (which request may be via email without requirement for additional form of delivery and which permission, unless promptly denied in writing, shall be deemed granted), Purchaser or its designated agents may enter upon the Property during normal business hours for purposes of analysis or other tests and inspections which may be deemed necessary by Purchaser for the Feasibility Study. Purchaser must be accompanied by Seller's manager for the Property or another designated representative of Seller (Xxxxx Xxxxxxxx), or have received Seller's written permission prior to entering upon the Property in connection with Purchaser's Feasibility Study; provided, however, Purchaser may not enter into any space leased by any tenant without being accompanied by Seller's manager for the Property or another designated representative of Seller (Xxxxx Xxxxxxxx). Seller agrees to make its manager or other representative reasonably available during normal business hours. Purchaser will not conduct physical or invasive testing or testing involving sampling (including, without limitation, any environmental testing other than a Phase I study) without notifying Seller of its requested tests, and obtaining the written consent of Seller. Before conducting any test or investigation involving physical disturbance, sampling or invasive testing of any portion of the Property, Purchaser shall provide Seller with a reasonably detailed testing plan outlining the tests Purchaser intends to perform. No such tests shall be conducted without Seller’s prior written approval of the testing plan and the specific test or investigation, which approval may be via email from Seller’s designated representative without requirement for additional form of delivery of notice. Purchaser will exercise commercially reasonable efforts to conduct or cause to be conducted all inspections and tests in a manner and at times that will not unreasonably interfere with any tenant's use and occupancy of the Property. Purchaser shall comply with all federal, state and local laws, rules, regulations and ordinances which might in any way relate to the Feasibility Study. If Purchaser determines, in its sole judgment, that the Property is not suitable for any reason for Purchaser's intended use or purpose, is not in satisfactory condition, or that Purchaser otherwise no longer desires to purchase the Property, then Purchaser may terminate this Contract by written notice to Seller prior to expiration of the Feasibility Period, in which case the Xxxxxxx Money (other than the Nonrefundable Deposit which will be paid to Seller) will be promptly returned to Purchaser, and neither party shall have any further right or obligation hereunder other than as set forth herein with respect to rights or obligations which survive termination. If this Contract is not terminated in the manner and within the time provided in this Section 6(a), Purchaser's right to terminate this Contract pursuant to this Purchase and Sale Agreement15233085_2 9 Section 6(a) and any and all objections with respect to the Feasibility Study will be deemed to have been waived by Purchaser for all purposes. The Feasibility Study will be at Purchaser's expense. Purchase and Sale Agreement15233092_2 10 (b) Restoration of Property. Purchaser will, at its own expense, promptly repair any damage to the Property relating to or caused by the tests and inspections performed by Purchaser or any Purchaser Representative (defined below) under this Contract or the Access Agreement, free of any mechanic's or materialman's liens or other encumbrances arising out of any of the inspections or tests. Neither Purchaser nor any Purchaser Representative shall damage any part of the Property or any personal property owned or held by any tenant or third party. The obligations under this subparagraph shall survive for (a) three (3) months following any termination of this Contract with respect to any claim of Seller unrelated to a claim of a third party unaffiliated with Seller or Seller’s property manager, and (b) the applicable statute of limitations with respect to any claim of Seller relating to a claim made by a third party unaffiliated with Seller or Seller’s property manager; provided however that if Seller shall have provided written notice to Purchaser with reasonable detail of a specified claim for which Purchaser is responsible hereunder within the period provided in subsection (a) or (b), as applicable, then such period shall be extended until such claim is resolved.

Feasibility Study. Purchaser is granted a license to enter upon (a) Within ten (10) days after the Property to conduct such nondestructive engineering and/or market and economic feasibility studies Opening of the Property and a physical inspection of the PropertyEscrow, including studies or inspections to determine the existence Seller shall provide Buyer with copies of any environmental hazards or conditions as Purchaser deems necessary or advisable and for reviewing and copying those of the Submission Matters noted as to be provided on-site (collectivelypermits, the "Feasibility Study") during the period (the "Feasibility Period"), which commenced on June 15, 2015) under the terms of that certain Access and Due Diligence Agreement between the parties (the "Access Agreement")) and ending at 5:00 p.m., Central Time, on July 30, 2015. If this Contract remains in effect after expiration of the Feasibility Period, then Purchaser may continue the Feasibility Study until Closing. With Seller's permission, after Seller has received at least two full Business Days advance written notice of the intended date of entry (which request may be via email without requirement for additional form of delivery and which permission, unless promptly denied in writing, shall be deemed granted), Purchaser or its designated agents may enter upon the Property during normal business hours for purposes of analysis or other tests and inspections which may be deemed necessary by Purchaser for the Feasibility Study. Purchaser must be accompanied by Seller's manager for the Property or another designated representative of Seller (Xxxxx Xxxxxxxx), or have received Seller's written permission prior to entering upon the Property in connection with Purchaser's Feasibility Study; provided, however, Purchaser may not enter into any space leased by any tenant without being accompanied by Seller's manager for the Property or another designated representative of Seller (Xxxxx Xxxxxxxx). Seller agrees to make its manager or other representative reasonably available during normal business hours. Purchaser will not conduct physical or invasive testing or testing involving sampling reports (including, without limitation, any environmental testing other than a Phase I study) without notifying Seller of its requested testsassessment reports previously prepared for Seller), surveys, studies, soil assessments, agreements, documents, plans, maps, and obtaining entitlements in Seller’s possession concerning Parcel B and its improvement, development, and ownership (collectively, the written consent of Seller“Property Documents”). (b) During the Feasibility Period, Buyer shall have the right to review, in Buyer’s reasonable discretion, the Feasibility Matters. Before conducting Seller shall reasonably cooperate with Buyer in any test and all investigations during the Feasibility Period and Seller shall use its reasonable efforts to cause its engineers, architects, surveyors, and other advisors and consultants, if any, to share any information or investigation involving physical disturbanceknowledge they have concerning Parcel B with Buyer. During the Feasibility Period, sampling or invasive testing of any portion of Buyer shall have the Property, Purchaser shall provide right to deliver to Seller with a reasonably detailed testing plan outlining and Escrow Holder the tests Purchaser intends Feasibility Notice. Failure by Buyer to perform. No such tests give the Feasibility Notice by the Feasibility Date shall be conducted without Sellerdeemed Buyer’s prior written approval of the testing plan Feasibility Matters and the specific test or investigation, which approval may shall be via email from Seller’s designated representative without requirement for additional form of delivery of notice. Purchaser will exercise commercially reasonable efforts to conduct or cause deemed to be conducted all inspections and tests a waiver of Buyer’s right to terminate the Escrow pursuant to this Section 5.1(b). If Buyer disapproves any Feasibility Matters by setting forth such disapproval in a manner and at times that will not unreasonably interfere with any tenant's use and occupancy the Feasibility Notice to Seller, Seller shall have sixty (60) days from receipt of the Property. Purchaser shall comply with all federalFeasibility Notice to cure, state and local lawsto Buyer’s reasonable satisfaction, rulesthe disapproved Feasibility Matter; provided, regulations and ordinances which might in any way relate to the Feasibility Study. If Purchaser determines, in its sole judgmenthowever, that the Property Parties shall extend Seller’s deadline for curing a physical defect in Parcel B if the cure will reasonably take more than sixty (60) days to cure and Seller has commenced and is not suitable for diligently pursuing such cure, in which event the Feasibility Date shall be extended pro rata. If Buyer determines that Seller has failed to timely and reasonably cure any reason for Purchaser's intended use or purpose, is not in satisfactory condition, or that Purchaser otherwise no longer desires to purchase the Propertydisapproved Feasibility Matter, then Purchaser Buyer may terminate this Contract Escrow by providing written notice to Seller prior to and Escrow Holder. Buyer shall provide such written notice of termination within ten (10) days of the expiration of the Feasibility Period, in which case the Xxxxxxx Money (other than the Nonrefundable Deposit which will be paid to Seller) will be promptly returned to Purchaser, and neither party shall have any further right or obligation hereunder other than as set forth herein with respect to rights or obligations which survive termination’s cure period. If this Contract is not terminated Buyer elects to terminate Escrow in accordance with the manner and within the time provided in provisions of this Section 6(a5.1(b), Purchaser's right then, upon receipt of Buyer’s written notice of election to terminate this Contract pursuant Escrow, (i) Escrow Holder shall pay the Initial Deposit to this Purchase Buyer (less the Non- Refundable Deposit) without any additional instructions from Seller, (ii) Escrow Holder shall pay the Non-Refundable Deposit to Seller without any additional instructions from Buyer, (iii) Escrow Holder shall immediately return all other documents, instruments and Sale Agreement15233085_2 9 Section 6(a) and any and all objections with respect moneys to the Feasibility Study will be deemed to have been waived by Purchaser for all purposes. The Feasibility Study will be at Purchaser's expense.Party that deposited same, and

Feasibility Study. Purchaser is granted a license (a) Within ten (10) days after the Opening of Escrow, Seller shall use reasonable efforts to enter upon the Property to conduct such nondestructive engineering and/or market and economic feasibility studies of the Property and a physical inspection of the Property, including studies or inspections to determine the existence provide Buyer with copies of any environmental hazards or conditions as Purchaser deems necessary or advisable and for reviewing and copying those of the Submission Matters noted as to be provided on-site (collectivelypermits, the "Feasibility Study") during the period (the "Feasibility Period"), which commenced on June 15, 2015) under the terms of that certain Access and Due Diligence Agreement between the parties (the "Access Agreement")) and ending at 5:00 p.m., Central Time, on July 30, 2015. If this Contract remains in effect after expiration of the Feasibility Period, then Purchaser may continue the Feasibility Study until Closing. With Seller's permission, after Seller has received at least two full Business Days advance written notice of the intended date of entry (which request may be via email without requirement for additional form of delivery and which permission, unless promptly denied in writing, shall be deemed granted), Purchaser or its designated agents may enter upon the Property during normal business hours for purposes of analysis or other tests and inspections which may be deemed necessary by Purchaser for the Feasibility Study. Purchaser must be accompanied by Seller's manager for the Property or another designated representative of Seller (Xxxxx Xxxxxxxx), or have received Seller's written permission prior to entering upon the Property in connection with Purchaser's Feasibility Study; provided, however, Purchaser may not enter into any space leased by any tenant without being accompanied by Seller's manager for the Property or another designated representative of Seller (Xxxxx Xxxxxxxx). Seller agrees to make its manager or other representative reasonably available during normal business hours. Purchaser will not conduct physical or invasive testing or testing involving sampling reports (including, without limitation, any environmental testing other than a Phase I studyassessment reports previously prepared for Seller), surveys, studies, soil assessments, agreements, documents, plans, maps and entitlements in Seller’s possession concerning the Property and its improvement, development and ownership (collectively, the “Property Documents”). (b) without notifying During the Feasibility Period, Buyer shall have the right to review, in Buyer’s reasonable discretion, the Feasibility Matters. Seller of shall reasonably cooperate with Buyer in any and all investigations during the Feasibility Period and Seller shall use its requested testsreasonable efforts to cause its engineers, architects, surveyors, and obtaining other advisors and consultants, if any, to share, at Buyer’s cost, any information or knowledge they have concerning the written consent of SellerProperty with Buyer. Before conducting any test or investigation involving physical disturbanceDuring the Feasibility Period, sampling or invasive testing of any portion of Buyer shall have the Property, Purchaser shall provide right to deliver to Seller with a reasonably detailed testing plan outlining and Escrow Holder the tests Purchaser intends Feasibility Notice. Failure by Buyer to perform. No such tests give the Feasibility Notice by the Feasibility Date shall be conducted without Sellerdeemed Buyer’s prior written approval of the testing plan Feasibility Matters and the specific test or investigation, which approval may shall be via email from Seller’s designated representative without requirement for additional form of delivery of notice. Purchaser will exercise commercially reasonable efforts to conduct or cause deemed to be conducted all inspections and tests a waiver of Buyer’s right to terminate the Escrow pursuant to this provision. If Buyer disapproves any Feasibility Matters by setting forth such disapproval in a manner and at times that will not unreasonably interfere with any tenant's use and occupancy the Feasibility Notice to Seller, Seller shall have sixty (60) days from receipt of the Property. Purchaser shall comply with all federalFeasibility Notice to cure, state and local lawsto Buyer’s reasonable discretion, rulesthe disapproved Feasibility Matter; provided, regulations and ordinances which might in any way relate to the Feasibility Study. If Purchaser determines, in its sole judgmenthowever, that the Parties shall extend Seller’s deadline for curing a physical defect in the Property if the cure will reasonably take more than sixty (60) days to cure and Seller has commenced and is not suitable for diligently pursuing such cure, in which event the Feasibility Date shall be extended pro rata. If Buyer determines that Seller has failed to timely and reasonably cure any reason for Purchaser's intended use or purpose, is not in satisfactory condition, or that Purchaser otherwise no longer desires to purchase the Propertydisapproved Feasibility Matter, then Purchaser Buyer may terminate this Contract Escrow by providing written notice to Seller prior to and Escrow Holder. Buyer shall provide such written notice of termination within ten (10) days of the expiration of the Feasibility Period, in which case the Xxxxxxx Money (other than the Nonrefundable Deposit which will be paid to Seller) will be promptly returned to Purchaser, and neither party shall have any further right or obligation hereunder other than as set forth herein with respect to rights or obligations which survive termination’s cure period. If this Contract is not terminated Buyer elects to terminate Escrow in accordance with the manner and within the time provided in provisions of this Section 6(a6.2(b), Purchaser's right then, upon receipt of Buyer’s written notice of election to terminate this Contract pursuant Escrow, (i) Escrow Holder shall pay the Initial and Additional Deposit to this Purchase Buyer without any additional instructions from Seller, (ii) Escrow Holder shall immediately return all other documents, instruments and Sale Agreement15233085_2 9 Section 6(a) and any and all objections with respect moneys to the Feasibility Study will be deemed to have been waived by Purchaser for all purposes. The Feasibility Study will be at Purchaser's expense.Party that deposited same, and

Feasibility Study. Purchaser is granted a license to enter upon the Property to conduct such nondestructive engineering and/or market and economic feasibility studies of the Property and a physical inspection of the Property, including studies or inspections to determine the existence of any environmental hazards or conditions as Purchaser deems necessary or advisable and for reviewing and copying those of the Submission Matters noted as to be provided on-site (collectively, the "Feasibility Study") during the period (the "Feasibility Period"), which commenced on June 15, 2015) under the terms of that certain Access and Due Diligence Agreement between the parties (the "Access Agreement")) and ending at 5:00 p.m., Central Time, on July 30, 2015. If this Contract remains in effect after expiration of the Feasibility Period, then Purchaser may continue the Feasibility Study until Closing. With Seller's permission, after Seller has received at least two full Business Days advance written notice of the intended date of entry (which request may be via email without requirement for additional form of delivery and which permission, unless promptly denied in writing, shall be deemed granted), Purchaser or its designated agents may enter upon the Property during normal business hours for purposes of analysis or other tests and inspections which may be deemed necessary by Purchaser for the Feasibility Study. Purchaser must be accompanied by Seller's manager for the Property or another designated representative of Seller (Xxxxx Xxxxxxxx), or have received Seller's written permission prior to entering upon the Property in connection with Purchaser's Feasibility Study; provided, however, Purchaser may not enter into any space leased by any tenant without being accompanied by Seller's manager for the Property or another designated representative of Seller (Xxxxx Xxxxxxxx). Seller agrees to make its manager or other representative reasonably available during normal business hours. Purchaser will not conduct physical or invasive testing or testing involving sampling (including, without limitation, any environmental testing other than a Phase I study) without notifying Seller of its requested tests, and obtaining the written consent of Seller. Before conducting any test or investigation involving physical disturbance, sampling or invasive testing of any portion of the Property, Purchaser shall provide Seller with a reasonably detailed testing plan outlining the tests Purchaser intends to perform. No such tests shall be conducted without Seller’s prior written approval of the testing plan and the specific test or investigation, which approval may be via email from Seller’s designated representative without requirement for additional form of delivery of notice. Purchaser will exercise commercially reasonable efforts to conduct or cause to be conducted all inspections and tests in a manner and at times that will not unreasonably interfere with any tenant's use and occupancy of the Property. Purchaser shall comply with all federal, state and local laws, rules, regulations and ordinances which might in any way relate to the Feasibility Study. If Purchaser determines, in its sole judgment, that the Property is not suitable for any reason for Purchaser's intended use or purpose, is not in satisfactory condition, or that Purchaser otherwise no longer desires to purchase the Property, then Purchaser may terminate this Contract by written notice to Seller prior to expiration of the Feasibility Period, in which case the Xxxxxxx Money (other than the Nonrefundable Deposit which will be paid to Seller) will be promptly returned to Purchaser, and neither party shall have any further right or obligation hereunder other than as set forth herein with respect to rights or obligations which survive termination. If this Contract is not terminated in the manner and within the time provided in this Section 6(a), Purchaser's right to terminate this Contract pursuant to this Purchase and Sale Agreement15233085_2 9 Section 6(a) and any and all objections with respect to the Feasibility Study will be deemed to have been waived by Purchaser for all purposes. The Feasibility Study will be at Purchaser's expense.. Purchase and Sale Agreement15233079_2 10

Feasibility Study. (i) The Purchaser is granted shall have a license to enter upon period of thirty (30) days from the Property to conduct such nondestructive engineering and/or market and economic feasibility studies of the Property and a physical inspection of the Property, including studies or inspections to determine the existence of any environmental hazards or conditions as Purchaser deems necessary or advisable and for reviewing and copying those of the Submission Matters noted as to be provided on-site Execution Date (collectively, the "Feasibility Study") during the period (the "Feasibility Period")) in which to make such zoning, which commenced legal, title, engineering, soil, environmental, geological and other technical studies, tests, investigations and inquiries as shall deem necessary and appropriate, all at the Purchaser's sole cost and expense, in order to determine whether the premises is SALE OF 00 XXXXXXXXXX XXXXXXX Page-6 -------------------------------------------------------------------------------- suitable for Purchaser's use. (ii) In the event that the Purchaser determines, that as a result of the tests, studies and investigations, that it is unwilling to proceed with the acquisition of the premises because the premises is not suitable for Purchaser's purposes, the Purchaser shall have the right, upon written notice to the Seller delivered on June 15, 2015) under or before the terms of that certain Access and Due Diligence Agreement between the parties (the "Access Agreement")) and ending at 5:00 p.m., Central Time, on July 30, 2015. If this Contract remains in effect after expiration 30th day of the Feasibility Period, then to cancel this Agreement in which event the Deposit heretofore paid by the Purchaser may continue the Feasibility Study until Closing. With Seller's permission, after Seller has received at least two full Business Days advance written notice of the intended date of entry (which request may be via email without requirement for additional form of delivery and which permission, unless promptly denied in writing, shall be deemed granted)returned and there shall be no further liability or obligation on the part of either party hereto. (iii) From and after the date hereof, the Purchaser or its designated agents may shall have the right to enter upon the Property during normal business hours for purposes of analysis or other tests and inspections which may be deemed necessary by Purchaser premises for the Feasibility Studypurpose of making, at its sole cost and expense, the various tests, studies and investigations, authorized herein. Additionally, the Purchaser must be accompanied agrees to indemnify, defend and hold harmless the Seller herein from and against any claims, damage or losses caused by Sellerthe Purchaser's manager for entry upon the Property premises. This indemnification and hold harmless agreement extends to any loss occasioned to the premises or another designated the Seller resulting from the conduct or access of the Purchaser's representative as well as by its contractors, subcontractors, business invitees and/or licensees. (iv) The Purchaser agrees to restore the premises promptly following the completion of Seller (Xxxxx Xxxxxxxx), or have received Seller's written permission the tests herein permitted to the condition of said premises immediately prior to entering upon the Property in connection with Purchaser's Feasibility Study; provided, however, Purchaser may entry thereon. If the contingencies set forth in this Paragraph 7 are not enter into any space leased by any tenant without being accompanied by Seller's manager for satisfied within the Property or another designated representative of Seller (Xxxxx Xxxxxxxx). Seller agrees to make its manager or other representative reasonably available during normal business hours. Purchaser will not conduct physical or invasive testing or testing involving sampling (including, without limitation, any environmental testing other than a Phase I study) without notifying Seller of its requested tests, and obtaining the written consent of Seller. Before conducting any test or investigation involving physical disturbance, sampling or invasive testing of any portion of the Property, Purchaser shall provide Seller with a reasonably detailed testing plan outlining the tests Purchaser intends to perform. No such tests shall be conducted without Seller’s prior written approval of the testing plan applicable contingency period and the specific test or investigationAgreement is terminated in accordance with the terms hereof, which approval may be via email from Seller’s designated representative without requirement for additional form of delivery of notice. the Escrow Agent shall refund the Deposit to Purchaser will exercise commercially reasonable efforts to conduct or cause to be conducted all inspections and tests in a manner and at times that will not unreasonably interfere with any tenant's use and occupancy of the Property. Purchaser shall comply with all federal, state and local laws, rules, regulations and ordinances which might in any way relate to the Feasibility Study. If Purchaser determines, in its sole judgment, that the Property is not suitable for any reason for Purchaser's intended use or purpose, is not in satisfactory condition, or that Purchaser otherwise no longer desires to purchase the Property, then Purchaser may terminate this Contract by written notice to Seller prior to expiration of the Feasibility Period, in which case the Xxxxxxx Money (other than the Nonrefundable Deposit which will be paid to Seller) will be promptly returned to Purchaser, and neither party shall have any further right or obligation hereunder liability to the other than as set forth herein hereunder." Purchaser agrees to use reasonable diligence and act in good faith in pursuit of the satisfaction of all contingencies. In connection with respect the satisfaction of contingencies, Seller, without charge to rights or obligations which survive terminationPurchaser but without assuming any financial obligation, agrees to fully cooperate with Purchaser and execute all applications, confirmations and other documents necessary to permit Purchaser to satisfy contingencies. If this Contract is not terminated In connection with any contingency, Purchaser shall advise Seller, in writing, by the manner and within date when Purchaser shall have the time provided in this Section 6(a), Purchaser's right to terminate this Contract pursuant Agreement for non-satisfaction of the contingency or shall have satisfied the contingency whether or not Purchaser (a) has satisfied the contingency, or (b) is terminating this Agreement for non-satisfaction. If by such date Purchaser has not so advised Seller, then at any time commencing on the next day thereafter, Seller shall have the right to terminate this Purchase Agreement by written notice to Purchaser thereof. If neither Seller nor Purchaser has terminated this SALE OF 00 XXXXXXXXXX XXXXXXX Page-7 -------------------------------------------------------------------------------- Agreement by reason of non-satisfaction of a contingency, nor Purchaser has advised Seller that such contingency has been satisfied, then the time period within which such contingency can be satisfied shall continue until the earlier of (i) Seller's written notification to Purchaser that this Agreement has been terminated for non-satisfaction of contingency, (ii) Purchaser's written notification to Seller that this Agreement has been terminated for non-satisfaction of contingency, or (iii) Purchaser's notification to Seller that the contingency has been satisfied or waived. It is the intention of this paragraph to provide that this Agreement shall not automatically terminate nor will any contingency be deemed automatically satisfied on any contingency period termination date unless and Sale Agreement15233085_2 9 Section 6(a) and any and all objections with respect until Seller and/or Purchaser, as applicable, shall have affirmatively advised the other party as to the Feasibility Study will be deemed to have been waived by Purchaser for all purposes. The Feasibility Study will be at Purchaser's expensestatus of the matter.

Feasibility Study. Purchaser is granted a license to enter upon the Property to conduct such nondestructive engineering and/or market and economic feasibility studies of the Property and a physical inspection of the Property, including studies or inspections to determine the existence of any environmental hazards or conditions as Purchaser deems necessary or advisable and for reviewing and copying those of the Submission Matters noted as to be provided on-site (collectively, the "Feasibility Study") during the period (the "Feasibility Period"), which commenced on June 15, 2015) under the terms of that certain Access and Due Diligence Agreement between the parties (the "Access Agreement")) and ending at 5:00 p.m., Central Time, on July 30, 2015. If this Contract remains in effect after expiration of the Feasibility Period, then Purchaser may continue the Feasibility Study until Closing. With Seller's permission, after Seller has received at least two full Business Days advance written notice of the intended date of entry (which request may be via email without requirement for additional form of delivery and which permission, unless promptly denied in writing, shall be deemed granted), Purchaser or its designated agents may enter upon the Property during normal business hours for purposes of analysis or other tests and inspections which may be deemed necessary by Purchaser for the Feasibility Study. Purchaser must be accompanied by Seller's manager for the Property or another designated representative of Seller (Xxxxx Xxxxxxxx), or have received Seller's written permission prior to entering upon the Property in connection with Purchaser's Feasibility Study; provided, however, Purchaser may not enter into any space leased by any tenant without being accompanied by Seller's manager for the Property or another designated representative of Seller (Xxxxx Xxxxxxxx). Seller agrees to make its manager or other representative reasonably available during normal business hours. Purchaser will not conduct physical or invasive testing or testing involving sampling (including, without limitation, any environmental testing other than a Phase I study) without notifying Seller of its requested tests, and obtaining the written consent of Seller. Before conducting any test or investigation involving physical disturbance, sampling Purchase and Sale Agreement 15233094_2 9 or invasive testing of any portion of the Property, Purchaser shall provide Seller with a reasonably detailed testing plan outlining the tests Purchaser intends to perform. No such tests shall be conducted without Seller’s prior written approval of the testing plan and the specific test or investigation, which approval may be via email from Seller’s designated representative without requirement for additional form of delivery of notice. Purchaser will exercise commercially reasonable efforts to conduct or cause to be conducted all inspections and tests in a manner and at times that will not unreasonably interfere with any tenant's use and occupancy of the Property. Purchaser shall comply with all federal, state and local laws, rules, regulations and ordinances which might in any way relate to the Feasibility Study. If Purchaser determines, in its sole judgment, that the Property is not suitable for any reason for Purchaser's intended use or purpose, is not in satisfactory condition, or that Purchaser otherwise no longer desires to purchase the Property, then Purchaser may terminate this Contract by written notice to Seller prior to expiration of the Feasibility Period, in which case the Xxxxxxx Money (other than the Nonrefundable Deposit which will be paid to Seller) will be promptly returned to Purchaser, and neither party shall have any further right or obligation hereunder other than as set forth herein with respect to rights or obligations which survive termination. If this Contract is not terminated in the manner and within the time provided in this Section 6(a), Purchaser's right to terminate this Contract pursuant to this Purchase and Sale Agreement15233085_2 9 Section 6(a) and any and all objections with respect to the Feasibility Study will be deemed to have been waived by Purchaser for all purposes. The Feasibility Study will be at Purchaser's expense.

Feasibility Study. Purchaser is granted shall conduct at its sole cost and expense a license to enter upon the Property to conduct such nondestructive engineering and/or market and economic feasibility studies study of the Real Property and a physical inspection of the Property, including studies or inspections to determine the existence of any environmental hazards or conditions as Purchaser deems necessary or advisable and for reviewing and copying those of the Submission Matters noted as to be provided on-site (collectively, the "Feasibility Study"), which study may include but shall not be limited to, (i) during reviewing and approving the period Phase I Report and all Property Documents required to be provided to Purchaser by Seller, and (ii) conducting such engineering and soils studies, environmental assessments, utilities investigations, wetlands investigations, if applicable, surveys and regulatory reviews, as Purchaser deems appropriate to the development of an assisted living facility consisting of at least one hundred (100) units consistent with the development plans of Purchaser (the "Facility"). Within One Hundred Eighty (180) days following the mutual execution of this Agreement (the "Feasibility Period"), Purchaser shall have approved or disapproved the results of said Feasibility Study. In the event Purchaser disapproves the Feasibility Study, or if Purchaser fails to timely notify Seller of Purchaser's approval or disapproval regarding the Feasibility Study (in which commenced on June 15event Purchaser shall be conclusively deemed to have disapproved such Feasibility Study), 2015Purchaser shall have the right to terminate this Agreement, which right shall be exercised, if at all, within five (5) under business days after the terms of that certain Access and Due Diligence Agreement between the parties (the "Access Agreement")) and ending at 5:00 p.m., Central Time, on July 30, 2015. If this Contract remains in effect after expiration last day of the Feasibility Period. Upon such termination, then Purchaser may continue the Feasibility Study until Closing. With Seller's permission, after Seller has received at least two full Business Days advance written notice of the intended date of entry (which request may be via email without requirement for additional form of delivery and which permission, unless promptly denied in writing, shall be deemed granted)entitled to the return of its Initial Earnest Money Deposit and the parties shxxx xxxe no further rights or obligations hereunder. Seller hereby grants to Purchaser and/or its agents, Purchaser or its designated agents may consultants and contractors the right to enter upon the Real Property during normal business hours for purposes of analysis or other tests and inspections which may be deemed necessary by Purchaser for the Feasibility Study. purpose of performing such tests, studies, assessments and investigations as Purchaser must be accompanied by Seller's manager for the Property or another designated representative of Seller (Xxxxx Xxxxxxxx), or have received Seller's written permission prior to entering upon the Property determines necessary in connection with Purchaser's its Feasibility StudyStudy of the Real Property; provided, however, that the activities conducted by Purchaser may and/or any of its agents, consultants or contractors shall not enter into any space leased by any tenant without being accompanied by Seller's manager for materially change or alter the Property or another designated representative character of Seller (Xxxxx Xxxxxxxx)the Real Property. Seller further agrees to make its manager or other representative reasonably available during normal business hours. fully cooperate with Purchaser will not conduct physical or invasive testing or testing involving sampling (including, without limitation, any environmental testing other than a Phase I study) without notifying Seller concerning the components of its requested tests, and obtaining the written consent of Seller. Before conducting any test or investigation involving physical disturbance, sampling or invasive testing of any portion of the Property, Purchaser shall provide Seller with a reasonably detailed testing plan outlining the tests Purchaser intends to perform. No such tests shall be conducted without Seller’s prior written approval of the testing plan and the specific test or investigation, which approval may be via email from Seller’s designated representative without requirement for additional form of delivery of notice. Purchaser will exercise commercially reasonable efforts to conduct or cause to be conducted all inspections and tests in a manner and at times that will not unreasonably interfere with any tenant's use and occupancy of the Property. Purchaser shall comply with all federal, state and local laws, rules, regulations and ordinances which might in any way relate to the Feasibility Study. If Purchaser determines, in its sole judgment, that the Property is not suitable for any reason for Purchaser's intended use or purpose, is not in satisfactory condition, or that Purchaser otherwise no longer desires to purchase the Property, then Purchaser may terminate this Contract by written notice to Seller prior to expiration of the Feasibility Period, in which case the Xxxxxxx Money (other than the Nonrefundable Deposit which will be paid to Seller) will be promptly returned to Purchaser, and neither party shall have any further right or obligation hereunder other than as set forth herein with respect to rights or obligations which survive termination. If this Contract is not terminated in the manner and within the time provided in this Section 6(a), Purchaser's right to terminate this Contract pursuant to this Purchase and Sale Agreement15233085_2 9 Section 6(a) and any and all objections with respect to the Feasibility Study will be deemed to have been waived by Purchaser for all purposes. The Feasibility Study will be at Purchaser's expense.

Feasibility Study. Purchaser is granted a license to enter upon (a) Within ten (10) days after the Property to conduct such nondestructive engineering and/or market and economic feasibility studies Opening of the Property and a physical inspection of the PropertyEscrow, including studies or inspections to determine the existence Seller shall provide Buyer with copies of any environmental hazards or conditions as Purchaser deems necessary or advisable and for reviewing and copying those of the Submission Matters noted as to be provided on-site (collectivelypermits, the "Feasibility Study") during the period (the "Feasibility Period"), which commenced on June 15, 2015) under the terms of that certain Access and Due Diligence Agreement between the parties (the "Access Agreement")) and ending at 5:00 p.m., Central Time, on July 30, 2015. If this Contract remains in effect after expiration of the Feasibility Period, then Purchaser may continue the Feasibility Study until Closing. With Seller's permission, after Seller has received at least two full Business Days advance written notice of the intended date of entry (which request may be via email without requirement for additional form of delivery and which permission, unless promptly denied in writing, shall be deemed granted), Purchaser or its designated agents may enter upon the Property during normal business hours for purposes of analysis or other tests and inspections which may be deemed necessary by Purchaser for the Feasibility Study. Purchaser must be accompanied by Seller's manager for the Property or another designated representative of Seller (Xxxxx Xxxxxxxx), or have received Seller's written permission prior to entering upon the Property in connection with Purchaser's Feasibility Study; provided, however, Purchaser may not enter into any space leased by any tenant without being accompanied by Seller's manager for the Property or another designated representative of Seller (Xxxxx Xxxxxxxx). Seller agrees to make its manager or other representative reasonably available during normal business hours. Purchaser will not conduct physical or invasive testing or testing involving sampling reports (including, without limitation, any environmental testing other than a Phase I study) without notifying Seller of its requested testsassessment reports previously prepared for Seller), surveys, studies, soil assessments, agreements, documents, plans, maps, and obtaining entitlements in Seller’s possession concerning Parcel B and its improvement, development, and ownership (collectively, the written consent of Seller“Property Documents”). (b) During the Feasibility Period, Buyer shall have the right to review, in Xxxxx’s reasonable discretion, the Feasibility Matters. Before conducting Seller shall reasonably cooperate with Buyer in any test and all investigations during the Feasibility Period and Seller shall use its reasonable efforts to cause its engineers, architects, surveyors, and other advisors and consultants, if any, to share, at Buyer’s cost, any information or investigation involving physical disturbanceknowledge they have concerning Parcel B with Buyer. During the Feasibility Period, sampling or invasive testing of any portion of Buyer shall have the Property, Purchaser shall provide right to deliver to Seller with a reasonably detailed testing plan outlining and Escrow Holder the tests Purchaser intends Feasibility Notice. Failure by Buyer to perform. No such tests give the Feasibility Notice by the Feasibility Date shall be conducted without Sellerdeemed Buyer’s prior written approval of the testing plan and the specific test or investigation, which approval may be via email from Seller’s designated representative without requirement for additional form of delivery of notice. Purchaser will exercise commercially reasonable efforts to conduct or cause Feasibility Matters (not including any matters to be conducted all inspections approved by Buyer pursuant to Section 6.4) and tests shall be deemed to be a waiver of Buyer’s right to terminate the Escrow pursuant to this Section 6.1(b). If Buyer disapproves any Feasibility Matters by setting forth such disapproval in a manner and at times that will not unreasonably interfere with any tenant's use and occupancy the Feasibility Notice to Seller, Seller shall have sixty (60) days from receipt of the Property. Purchaser shall comply with all federalFeasibility Notice to cure, state and local lawsto Buyer’s reasonable satisfaction, rulesthe disapproved Feasibility Matter; provided, regulations and ordinances which might in any way relate to the Feasibility Study. If Purchaser determines, in its sole judgmenthowever, that the Property Parties shall extend Seller’s deadline for curing a physical defect in Parcel B if the cure will reasonably take more than sixty (60) days to cure and Seller has commenced and is diligently pursuing such cure, in which event the Feasibility Date shall be extended pro rata and Seller shall deliver written notice to Buyer of the extension of the Feasibility Date, which written notice shall also reasonably detail the steps Seller is taking to cure the Feasibility Matter. Buyer shall not suitable for be required to deliver the Feasibility Deposit to Escrow Holder until the date that is two (2) business days after all disapproved Feasability Matters are cured to Buyer’s reasonable satisfaction. If Buyer determines that Seller has failed to timely and reasonably cure any reason for Purchaser's intended use or purpose, is not in satisfactory condition, or that Purchaser otherwise no longer desires to purchase the Propertydisapproved Feasibility Matter, then Purchaser Buyer may terminate this Contract Escrow by providing written notice to Seller prior to and Escrow Holder. Buyer shall provide such written notice of termination within thirty (30) days of the expiration of the Feasibility Period, in which case the Xxxxxxx Money (other than the Nonrefundable Deposit which will be paid to Seller) will be promptly returned to Purchaser, and neither party shall have any further right or obligation hereunder other than as set forth herein with respect to rights or obligations which survive termination’s cure period. If this Contract is not terminated Buyer elects to terminate Escrow in accordance with the manner and within the time provided in provisions of this Section 6(a6.1(b), Purchaser's right then, upon receipt of Buyer’s written notice of election to terminate this Contract pursuant Escrow, (i) Escrow Holder shall pay the Initial Deposit to this Purchase Buyer (less the Non-Refundable Deposit) without any additional instructions from Seller, (ii) Escrow Holder shall pay the Non-Refundable Deposit to Seller without any additional instructions from Buyer, (iii) Escrow Holder shall immediately return all other documents, instruments and Sale Agreement15233085_2 9 Section 6(a) and any and all objections with respect moneys to the Feasibility Study will be deemed to have been waived by Purchaser for all purposes. The Feasibility Study will be at Purchaser's expense.Party that deposited same, and

Feasibility Study. (i) The Purchaser is granted shall have a license to enter upon period of thirty (30) days from the Property to conduct such nondestructive engineering and/or market and economic feasibility studies of the Property and a physical inspection of the Property, including studies or inspections to determine the existence of any environmental hazards or conditions as Purchaser deems necessary or advisable and for reviewing and copying those of the Submission Matters noted as to be provided on-site Execution Date (collectively, the "Feasibility Study") during the period (the "Feasibility Period")) in which to make such zoning, which commenced legal, title, engineering, soil, environmental, geological and other technical studies, tests, investigations and inquiries as shall deem necessary and appropriate, all at the Purchaser's sole cost and expense, in order to determine whether the premises is suitable for Purchaser's use as the warehousing of fabric. (ii) In the event that the Purchaser determines, that as a result of the tests, studies and investigations, that it is unwilling to proceed with the acquisition of the premises because the premises is not suitable for the warehousing of fabric, the Purchaser shall have the right, upon written notice to the Seller delivered on June 15, 2015) under or before the terms of that certain Access and Due Diligence Agreement between the parties (the "Access Agreement")) and ending at 5:00 p.m., Central Time, on July 30, 2015. If this Contract remains in effect after expiration 30th day of the Feasibility Period, then to cancel this Agreement in which event the Deposit heretofore paid by the Purchaser may continue the Feasibility Study until Closing. With Seller's permission, after Seller has received at least two full Business Days advance written notice of the intended date of entry (which request may be via email without requirement for additional form of delivery and which permission, unless promptly denied in writing, shall be deemed granted)returned and there shall be no further liability or obligation on the part of either party hereto. If such notice is not delivered on the 30th day this condition is waived. (iii) From and after the date hereof, the Purchaser or its designated agents may shall have the right to enter upon the Property during normal business hours for purposes of analysis or other tests and inspections which may be deemed necessary by Purchaser premises for the Feasibility Studypurpose of making, at its sole cost and expense, the various tests, studies and investigations, authorized herein. Additionally, the Purchaser must be accompanied agrees to indemnify, defend and hold harmless the Seller herein from and against any claims, damage or losses caused by Sellerthe Purchaser's manager for entry upon the Property premises. This indemnification and hold harmless agreement extends to any loss occasioned to the premises. This indemnification and hold harmless agreement extends to any loss occasioned to the premises. This indemnification and hold harmless agreement extends to any loss SALE OF 00 XXXXXXXXXX XXXXXXX Page-6 -------------------------------------------------------------------------------- occasioned to the premises or another designated the Seller resulting from the conduct or access of the Purchaser's representative as well as by its contractors, subcontractors, business invitees and/or licensees. (iv) The Purchaser agrees to restore the premises promptly following the completion of Seller (Xxxxx Xxxxxxxx), or have received Seller's written permission the tests herein permitted to the condition of said premises immediately prior to entering upon the Property in connection with Purchaser's Feasibility Study; provided, however, Purchaser may entry thereon. If the contingencies set forth in this Paragraph 7 are not enter into any space leased by any tenant without being accompanied by Seller's manager for satisfied within the Property or another designated representative of Seller (Xxxxx Xxxxxxxx). Seller agrees to make its manager or other representative reasonably available during normal business hours. Purchaser will not conduct physical or invasive testing or testing involving sampling (including, without limitation, any environmental testing other than a Phase I study) without notifying Seller of its requested tests, and obtaining the written consent of Seller. Before conducting any test or investigation involving physical disturbance, sampling or invasive testing of any portion of the Property, Purchaser shall provide Seller with a reasonably detailed testing plan outlining the tests Purchaser intends to perform. No such tests shall be conducted without Seller’s prior written approval of the testing plan applicable contingency period and the specific test or investigationAgreement is terminated in accordance with the terms hereof, which approval may be via email from Seller’s designated representative without requirement for additional form of delivery of notice. the Escrow Agent shall refund the Deposit to Purchaser will exercise commercially reasonable efforts to conduct or cause to be conducted all inspections and tests in a manner and at times that will not unreasonably interfere with any tenant's use and occupancy of the Property. Purchaser shall comply with all federal, state and local laws, rules, regulations and ordinances which might in any way relate to the Feasibility Study. If Purchaser determines, in its sole judgment, that the Property is not suitable for any reason for Purchaser's intended use or purpose, is not in satisfactory condition, or that Purchaser otherwise no longer desires to purchase the Property, then Purchaser may terminate this Contract by written notice to Seller prior to expiration of the Feasibility Period, in which case the Xxxxxxx Money (other than the Nonrefundable Deposit which will be paid to Seller) will be promptly returned to Purchaser, and neither party shall have any further right or obligation hereunder liability to the other than as set forth herein hereunder." Purchaser agrees to use reasonable diligence and act in good faith in pursuit of the satisfaction of all contingencies. In connection with respect the satisfaction of contingencies, Seller, without charge to rights or obligations which survive terminationPurchaser but without assuming any financial obligation, agrees to fully cooperate with Purchaser and execute all applications, confirmations and other documents necessary to permit Purchaser to satisfy contingencies. If this Contract is not terminated In connection with any contingency, Purchaser shall advise Seller, in writing, by the manner and within date when Purchaser shall have the time provided in this Section 6(a), Purchaser's right to terminate this Contract pursuant Agreement for non-satisfaction of the contingency or shall have satisfied the contingency whether or not Purchaser (a) has satisfied the contingency, or (b) is terminating this Agreement for non-satisfaction. If by such date Purchaser has not so advised Seller, then at any time commencing on the next day thereafter, Seller shall have the right to terminate this Purchase Agreement by written notice to Purchaser thereof. If neither Seller nor Purchaser has terminated this Agreement by reason of non-satisfaction of a contingency, nor Purchaser has advised Seller that such contingency has been satisfied, then the time period within which such contingency can be satisfied shall continue until the earlier of (i) Seller's written notification to Purchaser that this Agreement has been terminated for non-satisfaction of contingency, (ii) Purchaser's written notification to Seller that this Agreement has been terminated for non-satisfaction of contingency, or (iii) Purchaser's notification to Seller that the contingency has been satisfied or waived. It is the intention of this paragraph to provide that this Agreement shall not automatically terminate nor will any contingency be deemed automatically satisfied on any contingency period termination date unless and Sale Agreement15233085_2 9 Section 6(a) and any and all objections with respect until Seller and/or Purchaser, as applicable, shall have affirmatively advised the other party as to the Feasibility Study will be deemed to have been waived by Purchaser for all purposes. The Feasibility Study will be at Purchaser's expensestatus of the matter.

Feasibility Study. Purchaser is granted a license This Real Estate Purchase and Sale Agreement, the contract resulting from the Seller's acceptance hereof, and the closing of the escrow to enter be created thereunder, are expressly contingent upon the Property to conduct such nondestructive engineering and/or market following: Within 30 days of execution hereof by both Buyer and economic Seller, Buyer shall complete a feasibility studies study for developing the property. The study shall include a complete review of the Property property and a physical inspection the proposed project thereon. Buyer's decision to continue or to terminate this Agreement shall be final and entirely within Buyer's sole discretion. Buyer's election to continue this Agreement must be in writing, accompanied by the check for the remaining $40,000 of xxxxxxx money, delivered to Chicago Title, Cascade Park Office on or before the Property, including studies or inspections to determine the existence of any environmental hazards or conditions as Purchaser deems necessary or advisable and for reviewing and copying those of the Submission Matters noted as to be provided on-site (collectively, the "Feasibility Study") during the period (the "Feasibility Period"), which commenced on June 15, 2015) under the terms of that certain Access and Due Diligence Agreement between the parties (the "Access Agreement")) and ending at 5:00 p.m., Central Time, on July 30, 2015. If this Contract remains in effect after expiration of the Feasibility Period30-day feasibility period and deposited in the interest bearing account described in Section 1, then Purchaser may continue above. Should Buyer not approve the Feasibility Study until Closing. With Seller's permissionwithin the time frames stipulated herein, after Seller has received at least two full Business Days advance then Buyer shall have the right to void the transaction by giving written notice of termination to Seller or its agents on or before such 30th day whereupon all xxxxxxx money paid and accrued interest shall be refunded to Buyer and this Agreement shall be of no further binding effect. If no notice of acceptance or rejection is received, the intended date of entry (which request may be via email without requirement for additional form of delivery and which permission, unless promptly denied in writing, condition shall be deemed granted)failed, Purchaser and this Agreement shall be deemed terminated and of no further binding effect whereupon all xxxxxxx money paid and accrued interest shall be refunded to Buyer. Buyer and Seller may not void or its designated agents may enter upon terminate the Property during normal business hours transaction as to one portion of the property and not as to another; acceptance or rejection of the property must be as to the entirety of the property described in Exhibit X. The Feasibility Study shall be completed at Buyer's expense provided Buyer shall have access to the subject property for purposes of analysis or other tests including but not limited to surveys, environmental and inspections which may be deemed necessary by Purchaser hazardous substance analyses, engineering and wetland reports for the Feasibility Studysubject property. Purchaser must be accompanied by SellerWithin seven days of mutual acceptance of this Agreement, Seller shall deliver to Buyer's manager agent copies of all studies, reports, surveys, engineering, etc. completed for the Property subdivision, and copies of the organizational documents of the homeowners association, and make available for review all Architectural Review Committee decisions, findings, correspondence, and all other Architectural Review Committee Documents, and make available for review all correspondence and all other documents received or another designated representative prepared by the homeowners association. If pursuant to the feasibility ADDENDUM TO THE PURCHASE AND SALE AGREEMENT BY AND BETWEEN XXXXXXX HOMES, INC. AS BUYER AND COOP FAMILY LIMITED PARTNERSHIP AS SELLER study Buyer elects not to purchase the property Buyer shall return to Seller within 7 days the entire work file, including any copies made by Buyer and any originals and copies delivered to Buyer. The information previously delivered and to be delivered shall be treated by Buyer as confidential and shall not be disclosed to third parties until the second closing has occurred except under these conditions of Seller (Xxxxx Xxxxxxxx)confidentiality to Buyer's agents, or have received Sellercontractors and architects. Buyer's written permission prior to entering upon the Property in connection with Purchaser's Feasibility Study; providedfeasibility contingencies, howeveras contained herein, Purchaser may not enter into any space leased by any tenant without being accompanied by Seller's manager are intended for the Property or another designated representative sole benefit of Seller (Xxxxx Xxxxxxxx)Buyer. Seller agrees to make provide Buyer access to said property and documents, provided Buyer agrees to hold Seller harmless from any liability arising therefrom and that upon completion of the feasibility period, Buyer will return the property to its manager or other representative reasonably available during normal business hourscondition preceding inspection. Purchaser Buyer warrants that Buyer will not conduct physical or invasive testing or testing involving sampling (includingact in a prudent and diligent manner in removing the contingencies outlined above. Notwithstanding the provisions of Section 3, without limitation, any environmental testing other than a Phase I study) without notifying Seller of its requested testsTitle, and obtaining the written consent of Seller. Before conducting any test or investigation involving physical disturbanceSection 4, sampling or invasive testing of any portion Title Insurance, of the Propertyprinted Land Form attached to this Agreement, Purchaser Seller shall provide Seller with a reasonably detailed testing plan outlining present the tests Purchaser intends preliminary title report and copies of all exceptions listed therein within ten days after mutual execution of this Agreement or as soon thereafter as possible. Buyer shall have ten days from receipt of such items to perform. No accept or reject the status of title and such tests shall be conducted without Seller’s prior written approval of the testing plan and the specific test or investigation, which approval may be via email from Seller’s designated representative without requirement for additional form of delivery of notice. Purchaser will exercise commercially reasonable efforts to conduct or cause to be conducted all inspections and tests in a manner and at times that will not unreasonably interfere with any tenant's use and occupancy of the Property. Purchaser shall comply with all federal, state and local laws, rules, regulations and ordinances which might in any way relate to the Feasibility Study. If Purchaser determines, exceptions in its sole judgmentdiscretion, that and shall notify Seller in writing prior to the Property is not suitable for any reason for Purchaser's intended use expiration of such period whether it accepts such title and exceptions or purpose, is not in satisfactory conditionwaives them, or that Purchaser otherwise no longer desires whether it rejects such title or exception and is electing to purchase terminate the Property, then Purchaser may terminate this Contract by written notice to Seller prior to expiration of the Feasibility PeriodAgreement, in which case the Xxxxxxx Money (other than the Nonrefundable Deposit which event all xxxxxxx money and interest thereon will be paid to Seller) will be promptly returned to Purchaser, and neither party shall have any further right or obligation hereunder other than as set forth herein with respect Buyer. Failure to rights or obligations which survive termination. If this Contract is not terminated in the manner and within the time provided in this Section 6(a), Purchaser's right to terminate this Contract pursuant to this Purchase and Sale Agreement15233085_2 9 Section 6(a) and any and all objections with respect to the Feasibility Study give notice will be deemed to have been waived by Purchaser for all purposes. The Feasibility Study will be at Purchaser's expenseacceptance of title and exceptions.

Feasibility Study. Purchaser is granted a license to enter upon the Property to conduct such nondestructive engineering and/or market and economic feasibility studies of the Property and a physical inspection of the Property, including studies or inspections to determine the existence of any environmental hazards or conditions as Purchaser deems necessary or advisable and for reviewing and copying those of the Submission Matters noted as to be provided on-site (collectively, the "Feasibility Study") during the period (the "Feasibility Period"), which commenced on June 15, 2015) under the terms of that certain Access and Due Diligence Agreement between the parties (the "Access Agreement")) and ending at 5:00 p.m., Central Time, on July 30, 2015. If this Contract remains in effect after expiration of the Feasibility Period, then Purchaser may continue the Feasibility Study until Closing. With Seller's permission, after Seller has received at least two full Business Days advance written notice of the intended date of entry (which request may be via email without requirement for additional form of delivery and which permission, unless promptly denied in writing, shall be deemed granted), Purchaser or its designated agents may enter upon the Property during normal business hours for purposes of analysis or other tests and inspections which may be deemed necessary by Purchaser for the Feasibility Study. Purchaser must be accompanied by Seller's manager for the Property or another designated representative of Seller (Xxxxx Xxxxxxxx), or have received Seller's written permission prior to entering upon the Property in connection with Purchaser's Feasibility Study; provided, however, Purchaser may not enter into any space leased by any tenant without being accompanied by Seller's manager for the Property or another designated representative of Seller (Xxxxx Xxxxxxxx). Seller agrees to make its manager or other representative reasonably available during normal business hours. Purchaser will not conduct physical or invasive testing or testing involving sampling (including, without limitation, any environmental testing other than a Phase I study) without notifying Seller of its requested tests, and obtaining the written consent of Seller. Before conducting any test or investigation involving physical disturbance, sampling Purchase and Sale Agreement15233083_2 9 or invasive testing of any portion of the Property, Purchaser shall provide Seller with a reasonably detailed testing plan outlining the tests Purchaser intends to perform. No such tests shall be conducted without Seller’s prior written approval of the testing plan and the specific test or investigation, which approval may be via email from Seller’s designated representative without requirement for additional form of delivery of notice. Purchaser will exercise commercially reasonable efforts to conduct or cause to be conducted all inspections and tests in a manner and at times that will not unreasonably interfere with any tenant's use and occupancy of the Property. Purchaser shall comply with all federal, state and local laws, rules, regulations and ordinances which might in any way relate to the Feasibility Study. If Purchaser determines, in its sole judgment, that the Property is not suitable for any reason for Purchaser's intended use or purpose, is not in satisfactory condition, or that Purchaser otherwise no longer desires to purchase the Property, then Purchaser may terminate this Contract by written notice to Seller prior to expiration of the Feasibility Period, in which case the Xxxxxxx Money (other than the Nonrefundable Deposit which will be paid to Seller) will be promptly returned to Purchaser, and neither party shall have any further right or obligation hereunder other than as set forth herein with respect to rights or obligations which survive termination. If this Contract is not terminated in the manner and within the time provided in this Section 6(a), Purchaser's right to terminate this Contract pursuant to this Purchase and Sale Agreement15233085_2 9 Section 6(a) and any and all objections with respect to the Feasibility Study will be deemed to have been waived by Purchaser for all purposes. The Feasibility Study will be at Purchaser's expense.

Feasibility Study. (i) The Purchaser is granted shall have a license to enter upon period of sixty (60) days from the Property to conduct such nondestructive engineering and/or market and economic feasibility studies of the Property and a physical inspection of the Property, including studies or inspections to determine the existence of any environmental hazards or conditions as Purchaser deems necessary or advisable and for reviewing and copying those of the Submission Matters noted as to be provided on-site Execution Date (collectively, the "Feasibility Study") during the period (the "Feasibility Period")) in which to make such zoning, which commenced legal, title, engineering, soil, environmental, geological and other technical studies, tests, investigations and inquiries as shall deem necessary and appropriate, all at the Purchaser's sole cost and expense, in order to determine whether the premises is suitable for Purchaser's use as the warehousing of fabric. (ii) In the event that the Purchaser determines, that as a result of the tests, studies and investigations, that it is unwilling to proceed with the acquisition of the premises because the premises is not suitable for the warehousing of fabric, the Purchaser shall have the right, upon written notice to the Seller delivered on June 15, 2015) under or before the terms of that certain Access and Due Diligence Agreement between the parties (the "Access Agreement")) and ending at 5:00 p.m., Central Time, on July 30, 2015. If this Contract remains in effect after expiration 60th day of the Feasibility Period, then to cancel this Agreement in which event the Deposit heretofore paid by the Purchaser may continue the Feasibility Study until Closing. With Seller's permission, after Seller has received at least two full Business Days advance written notice of the intended date of entry (which request may be via email without requirement for additional form of delivery and which permission, unless promptly denied in writing, shall be deemed granted)returned and there shall be no further liability or obligation on the part of either party hereto. If such notice is not delivered on the 60th day this condition is waived. (iii) From and after the date hereof, the Purchaser or its designated agents may shall have the right to enter upon the Property during normal business hours for purposes of analysis or other tests and inspections which may be deemed necessary by Purchaser premises for the Feasibility Studypurpose of making, at its sole cost and expense, the various tests, studies and investigations, authorized herein. Additionally, the Purchaser must be accompanied agrees to indemnify, defend and hold harmless the Seller herein from and against any claims, damage or losses caused by Sellerthe Purchaser's manager for entry upon the Property premises. This indemnification and hold harmless agreement extends to any loss occasioned to the premises. This indemnification and hold harmless agreement extends SALE OF 00 XXXXXXXXXX XXXXXXX Page-6 -------------------------------------------------------------------------------- to any loss occasioned to the premises. This indemnification and hold harmless agreement extends to any loss occasioned to the premises or another designated the Seller resulting from the conduct or access of the Purchaser's representative as well as by its contractors, subcontractors, business invitees and/or licensees. (iv) The Purchaser agrees to restore the premises promptly following the completion of Seller (Xxxxx Xxxxxxxx), or have received Seller's written permission the tests herein permitted to the condition of said premises immediately prior to entering upon the Property in connection with Purchaser's Feasibility Study; provided, however, Purchaser may entry thereon. If the contingencies set forth in this Paragraph 7 are not enter into any space leased by any tenant without being accompanied by Seller's manager for satisfied within the Property or another designated representative of Seller (Xxxxx Xxxxxxxx). Seller agrees to make its manager or other representative reasonably available during normal business hours. Purchaser will not conduct physical or invasive testing or testing involving sampling (including, without limitation, any environmental testing other than a Phase I study) without notifying Seller of its requested tests, and obtaining the written consent of Seller. Before conducting any test or investigation involving physical disturbance, sampling or invasive testing of any portion of the Property, Purchaser shall provide Seller with a reasonably detailed testing plan outlining the tests Purchaser intends to perform. No such tests shall be conducted without Seller’s prior written approval of the testing plan applicable contingency period and the specific test or investigationAgreement is terminated in accordance with the terms hereof, which approval may be via email from Seller’s designated representative without requirement for additional form of delivery of notice. the Escrow Agent shall refund the Deposit to Purchaser will exercise commercially reasonable efforts to conduct or cause to be conducted all inspections and tests in a manner and at times that will not unreasonably interfere with any tenant's use and occupancy of the Property. Purchaser shall comply with all federal, state and local laws, rules, regulations and ordinances which might in any way relate to the Feasibility Study. If Purchaser determines, in its sole judgment, that the Property is not suitable for any reason for Purchaser's intended use or purpose, is not in satisfactory condition, or that Purchaser otherwise no longer desires to purchase the Property, then Purchaser may terminate this Contract by written notice to Seller prior to expiration of the Feasibility Period, in which case the Xxxxxxx Money (other than the Nonrefundable Deposit which will be paid to Seller) will be promptly returned to Purchaser, and neither party shall have any further right or obligation hereunder liability to the other than as set forth herein hereunder." Purchaser agrees to use reasonable diligence and act in good faith in pursuit of the satisfaction of all contingencies. In connection with respect the satisfaction of contingencies, Seller, without charge to rights or obligations which survive terminationPurchaser but without assuming any financial obligation, agrees to fully cooperate with Purchaser and execute all applications, confirmations and other documents necessary to permit Purchaser to satisfy contingencies. If this Contract is not terminated In connection with any contingency, Purchaser shall advise Seller, in writing, by the manner and within date when Purchaser shall have the time provided in this Section 6(a), Purchaser's right to terminate this Contract pursuant Agreement for non-satisfaction of the contingency or shall have satisfied the contingency whether or not Purchaser (a) has satisfied the contingency, or (b) is terminating this Agreement for non-satisfaction. If by such date Purchaser has not so advised Seller, then at any time commencing on the next day thereafter, Seller shall have the right to terminate this Purchase Agreement by written notice to Purchaser thereof. If neither Seller nor Purchaser has terminated this Agreement by reason of non-satisfaction of a contingency, nor Purchaser has advised Seller that such contingency has been satisfied, then the time period within which such contingency can be satisfied shall continue until the earlier of (i) Seller's written notification to Purchaser that this Agreement has been terminated for non-satisfaction of contingency, (ii) Purchaser's written notification to Seller that this Agreement has been terminated for non-satisfaction of contingency, or (iii) Purchaser's notification to Seller that the contingency has been satisfied or waived. It is the intention of this paragraph to provide that this Agreement shall not automatically terminate nor will any contingency be deemed automatically satisfied on any contingency period termination date unless and Sale Agreement15233085_2 9 Section 6(a) and any and all objections with respect until Seller and/or Purchaser, as applicable, shall have affirmatively advised the other party as to the Feasibility Study will be deemed to have been waived by Purchaser for all purposes. The Feasibility Study will be at Purchaser's expensestatus of the matter.

Feasibility Study. Purchaser is granted a license to enter upon the Property to conduct such nondestructive engineering and/or market and economic feasibility studies of the Property and a physical inspection of the Property, including studies or inspections to determine the existence of any environmental hazards or conditions as Purchaser deems necessary or advisable and for reviewing and copying those of the Submission Matters noted as to be provided on-site (collectively, the "Feasibility Study") during the period (the "Feasibility Period"), which commenced on June 15, 2015) under the terms of that certain Access and Due Diligence Agreement between the parties (the "Access Agreement")) and ending at 5:00 p.m., Central Time, on July 30, 2015. If this Contract remains in effect after expiration of the Feasibility Period, then Purchaser may continue the Feasibility Study until Closing. With Seller's permission, after Seller has received at least two full Business Days advance written notice of the intended date of entry (which request may be via email without requirement for additional form of delivery and which permission, unless promptly denied in writing, shall be deemed granted), Purchaser or its designated agents may enter upon the Property during normal business hours for purposes of analysis or other tests and inspections which may be deemed necessary by Purchaser for the Feasibility Study. Purchaser must be accompanied by Seller's manager for the Property or another designated representative of Seller (Xxxxx Xxxxxxxx), or have received Seller's written permission prior to entering upon the Property in connection with Purchaser's Feasibility Study; provided, however, Purchaser may not enter into any space leased by any tenant without being accompanied by Seller's manager for the Property or another designated representative of Seller (Xxxxx Xxxxxxxx). Seller agrees to make its manager or other representative reasonably available during normal business hours. Purchaser will not conduct physical or invasive testing or testing involving sampling (including, without limitation, any environmental testing other than a Phase I study) without notifying Seller of its requested tests, and obtaining the written consent of Seller. Before conducting any test or investigation involving physical disturbance, sampling Purchase and Sale Agreement15233094_2 9 or invasive testing of any portion of the Property, Purchaser shall provide Seller with a reasonably detailed testing plan outlining the tests Purchaser intends to perform. No such tests shall be conducted without Seller’s prior written approval of the testing plan and the specific test or investigation, which approval may be via email from Seller’s designated representative without requirement for additional form of delivery of notice. Purchaser will exercise commercially reasonable efforts to conduct or cause to be conducted all inspections and tests in a manner and at times that will not unreasonably interfere with any tenant's use and occupancy of the Property. Purchaser shall comply with all federal, state and local laws, rules, regulations and ordinances which might in any way relate to the Feasibility Study. If Purchaser determines, in its sole judgment, that the Property is not suitable for any reason for Purchaser's intended use or purpose, is not in satisfactory condition, or that Purchaser otherwise no longer desires to purchase the Property, then Purchaser may terminate this Contract by written notice to Seller prior to expiration of the Feasibility Period, in which case the Xxxxxxx Money (other than the Nonrefundable Deposit which will be paid to Seller) will be promptly returned to Purchaser, and neither party shall have any further right or obligation hereunder other than as set forth herein with respect to rights or obligations which survive termination. If this Contract is not terminated in the manner and within the time provided in this Section 6(a), Purchaser's right to terminate this Contract pursuant to this Purchase and Sale Agreement15233085_2 9 Section 6(a) and any and all objections with respect to the Feasibility Study will be deemed to have been waived by Purchaser for all purposes. The Feasibility Study will be at Purchaser's expense.

Feasibility Study. Purchaser Buyer is granted a license to enter upon the Property right to conduct such nondestructive engineering and/or market and economic feasibility studies of the Property and a physical inspection of the Property, including studies or inspections to determine the existence of any environmental hazards or conditions as Purchaser deems necessary or advisable and for reviewing and copying those of the Submission Matters noted as to be provided on-site (collectively, the "“Feasibility Study"”) during the period (the "“Feasibility Period"), which commenced ”) commencing on June 15, 2015) under the terms of that certain Access and Due Diligence Agreement between the parties (the "Access Agreement")) Effective Date and ending at 5:00 p.m., Central Standard Time, on July November 30, 2015. If this Contract remains in effect after expiration of the Feasibility Period, then Purchaser may continue the Feasibility Study until Closing2011. With Seller's ’s permission, after Seller has received advance notice sufficient to permit it to schedule in an orderly manner Buyer’s examination of the Property and to provide at least two full Business Days twenty-four (24) hours advance written notice of the intended date of entry (which request may be via email without requirement for additional form of delivery and which permissionto any affected tenants, unless promptly denied in writing, shall be deemed granted), Purchaser Buyer or its designated agents may enter upon the Property during normal business hours for purposes of analysis or other tests and inspections which may be deemed necessary by Purchaser Buyer for the Feasibility Study. Purchaser Buyer must be accompanied by Seller's ’s manager for the Property or another designated representative of Seller (Xxxxx Xxxxxxxx), or have received Seller's ’s written permission prior to entering upon the Property in connection with Purchaser's Buyer’s Feasibility Study; provided, however, Purchaser Buyer may not enter into any space leased by any tenant without being accompanied by Seller's ’s manager for the Property or another designated representative of Seller (Xxxxx Xxxxxxxx)Seller. Seller agrees to make its manager or other representative reasonably available during normal business hours. Purchaser Buyer will not conduct alter the physical or invasive testing or testing involving sampling (including, without limitation, any environmental testing other than a Phase I study) condition of the Property without notifying Seller of its requested tests, and obtaining the written consent of Seller. Before conducting Seller to any test or investigation involving physical disturbance, sampling or invasive testing of any portion alteration of the Property, Purchaser shall provide Seller with a reasonably detailed testing plan outlining the tests Purchaser intends to perform. No such tests shall be conducted without Seller’s prior written approval of the testing plan and the specific test or investigation, which approval may be via email from Seller’s designated representative without requirement for additional form of delivery of notice. Purchaser Buyer will exercise commercially reasonable its best efforts to conduct or cause to be conducted all inspections and tests in a manner and at times that which will not unreasonably interfere with any tenant's ’s use and occupancy of the Property. Purchaser shall comply with all federal, state and local laws, rules, regulations and ordinances which might in any way relate to the Feasibility Study. If Purchaser Buyer determines, in its sole judgment, that the Property is not suitable for any reason for Purchaser's Buyer’s intended use or purpose, or is not in satisfactory condition, or that Purchaser otherwise no longer desires to purchase the Property, then Purchaser Buyer may terminate this Contract by written notice to Seller prior to expiration of the Feasibility Period, in which case the Xxxxxxx Money (other than the Nonrefundable Deposit which will be paid to Seller) will be promptly returned to PurchaserBuyer, and neither party shall have any further right or obligation hereunder other than as set forth herein with respect to rights or obligations which survive termination. If this Contract is not terminated in the manner and within the time provided in this Section 6(a5(a), Purchaser's Buyer’s right to terminate this Contract pursuant to this Purchase and Sale Agreement15233085_2 9 Section 6(a5(a) and any and all objections with respect to the Feasibility Study will be deemed to have been waived by Purchaser Buyer for all purposes. The Feasibility Study will be at Purchaser's Buyer’s expense.

Feasibility Study. Purchaser is granted a license (a) During the Feasibility Period, Buyer shall have the right to enter upon review and approve, in Buyer’s sole and absolute discretion, the Property to conduct such nondestructive engineering and/or market Title Commitments, the Due Diligence Information, the Surveys, and economic feasibility studies of any other information disclosed to, or discovered by, Buyer regarding, or in any way relating to, the Property and a physical inspection of Real Properties, Seller Parties or the Property, including studies or inspections to determine the existence of any environmental hazards or conditions as Purchaser deems necessary or advisable and for reviewing and copying those of the Submission Matters noted as to be provided on-site transactions contemplated herein (collectively, the "“Feasibility Study"Matters”). By way of example but not of limitation, Feasibility Matters may include any of the following, as determined by Buyer in its sole and absolute discretion: environmental issues, title issues, zoning issues or survey issues regarding any Real Property; concerns regarding the physical location or condition of any Real Property, and the sales volume of any Real Property as it relates to its immediate market trade area. (b) during In the period event that, before the end of the Feasibility Period, Buyer delivers (or is deemed to have delivered, as provided below) to Seller Parties written notice (the "“Feasibility Termination Notice”) that Buyer disapproves the Feasibility Matters as to all Real Properties and elects to terminate this Agreement, then (i) this Agreement and Escrow shall terminate, and (ii) Escrow Holder shall immediately return all other documents and instruments to the Party that deposited same. (c) In the event that, at least three (3) Business Days before the end of the Feasibility Period", Buyer delivers to Parent written notice (the “Feasibility Exclusion Notice”) that Buyer disapproves the Feasibility Matters as to some but not all Real Properties and elects to exclude certain Real Properties from this Agreement (which Real Properties shall be specifically referenced in the Feasibility Exclusion Notice and are referred to herein collectively as the “Excluded Real Properties”), then (i) any reference to the “Real Properties” or any “Real Property” contained herein or in any other Transaction Document shall be deemed to exclude the Excluded Real Properties, (ii) this Agreement (including without limitation any Exhibits or Schedules attached hereto) shall be deemed amended to delete any specific reference to any Excluded Real Property, and (iii) the Purchase Price shall be reduced in an amount mutually determined by Seller Parties and Buyer. At the request of either Party, the Parties shall enter into one or more separate written documents evidencing the amendments described in the immediately preceding sentence. (d) Notwithstanding anything contained in clause (c), in the event that Buyer delivers to Parent a Feasibility Exclusion Notice that excludes more than three (3) Real Properties from this Agreement, then Parent may deliver written notice to Buyer at least one Business Day prior to the Closing Date terminating this Agreement, in which commenced on June 15event (i) this Agreement and Escrow shall terminate, 2015and (ii) under Escrow Holder shall immediately return all other documents and instruments to the terms of Party that certain Access and Due Diligence Agreement between the parties (the "Access Agreement")) and ending at 5:00 p.m., Central Time, on July 30, 2015deposited same. If Seller fails to deliver, at least one (1) Business Day prior to the Closing Date any such notice to Buyer after delivery of a Feasibility Exclusion Notice to Parent, Parent shall be deemed to have waived any right to terminate the Agreement pursuant to this Contract remains in effect after expiration clause (d). (e) In the event that Buyer does not deliver a Feasibility Termination Notice or a Feasibility Exclusion Notice to Parent on or before the end of the Feasibility Period, and also fails to deliver to Parent a written notice approving the Feasibility Matters on or before the end of the Feasibility Period, then Purchaser may continue the Feasibility Study until Closing. With Seller's permission, after Seller has received at least two full Business Days advance written notice of the intended date of entry (which request may be via email without requirement for additional form of delivery and which permission, unless promptly denied in writing, Buyer shall be deemed granted), Purchaser or its designated agents may enter upon the Property during normal business hours for purposes of analysis or other tests and inspections which may be deemed necessary by Purchaser for to have delivered the Feasibility Study. Purchaser must be accompanied by Seller's manager for the Property or another designated representative of Termination Notice to Seller (Xxxxx Xxxxxxxx), or have received Seller's written permission prior to entering upon the Property in connection with Purchaser's Feasibility Study; provided, however, Purchaser may not enter into any space leased by any tenant without being accompanied by Seller's manager for the Property or another designated representative of Seller (Xxxxx Xxxxxxxx). Seller agrees to make its manager or other representative reasonably available during normal business hours. Purchaser will not conduct physical or invasive testing or testing involving sampling (including, without limitation, any environmental testing other than a Phase I study) without notifying Seller of its requested tests, and obtaining the written consent of Seller. Before conducting any test or investigation involving physical disturbance, sampling or invasive testing of any portion as of the Property, Purchaser shall provide Seller with a reasonably detailed testing plan outlining the tests Purchaser intends to perform. No such tests shall be conducted without Seller’s prior written approval of the testing plan and the specific test or investigation, which approval may be via email from Seller’s designated representative without requirement for additional form of delivery of notice. Purchaser will exercise commercially reasonable efforts to conduct or cause to be conducted all inspections and tests in a manner and at times that will not unreasonably interfere with any tenant's use and occupancy of the Property. Purchaser shall comply with all federal, state and local laws, rules, regulations and ordinances which might in any way relate to the Feasibility Study. If Purchaser determines, in its sole judgment, that the Property is not suitable for any reason for Purchaser's intended use or purpose, is not in satisfactory condition, or that Purchaser otherwise no longer desires to purchase the Property, then Purchaser may terminate this Contract by written notice to Seller prior to expiration of the Feasibility Period. (f) Seller Parties agree that Buyer may disapprove the Feasibility Matters (whether in connection with a Feasibility Termination Notice or a Feasibility Exclusion Notice) for any reason or no reason, in which case the Xxxxxxx Money (other than the Nonrefundable Deposit which will be paid to Seller) will be promptly returned to Purchaser, its sole and neither party shall have any further right or obligation hereunder other than as set forth herein with respect to rights or obligations which survive termination. If this Contract is not terminated in the manner and within the time provided in this Section 6(a), Purchaser's right to terminate this Contract pursuant to this Purchase and Sale Agreement15233085_2 9 Section 6(a) and any and all objections with respect to the Feasibility Study will be deemed to have been waived by Purchaser for all purposes. The Feasibility Study will be at Purchaser's expenseabsolute discretion.

Feasibility Study. Purchaser is granted a license (a) Within ten (10) days after the Opening of Escrow, Seller shall use reasonable efforts to enter upon the Property to conduct such nondestructive engineering and/or market and economic feasibility studies provide Buyer with copies of the Property and a physical inspection of the Propertyall permits, including studies or inspections to determine the existence of any environmental hazards or conditions as Purchaser deems necessary or advisable and for reviewing and copying those of the Submission Matters noted as to be provided on-site (collectively, the "Feasibility Study") during the period (the "Feasibility Period"), which commenced on June 15, 2015) under the terms of that certain Access and Due Diligence Agreement between the parties (the "Access Agreement")) and ending at 5:00 p.m., Central Time, on July 30, 2015. If this Contract remains in effect after expiration of the Feasibility Period, then Purchaser may continue the Feasibility Study until Closing. With Seller's permission, after Seller has received at least two full Business Days advance written notice of the intended date of entry (which request may be via email without requirement for additional form of delivery and which permission, unless promptly denied in writing, shall be deemed granted), Purchaser or its designated agents may enter upon the Property during normal business hours for purposes of analysis or other tests and inspections which may be deemed necessary by Purchaser for the Feasibility Study. Purchaser must be accompanied by Seller's manager for the Property or another designated representative of Seller (Xxxxx Xxxxxxxx), or have received Seller's written permission prior to entering upon the Property in connection with Purchaser's Feasibility Study; provided, however, Purchaser may not enter into any space leased by any tenant without being accompanied by Seller's manager for the Property or another designated representative of Seller (Xxxxx Xxxxxxxx). Seller agrees to make its manager or other representative reasonably available during normal business hours. Purchaser will not conduct physical or invasive testing or testing involving sampling reports (including, without limitation, any environmental testing other than a Phase I study) without notifying Seller of its requested testsassessment reports previously prepared for Seller), surveys, studies, soil assessments, agreements, documents, plans, maps, and obtaining entitlements in Seller’s possession or the written consent possession of Seller’s engineers, architects, surveyors, and other advisors and consultants concerning Parcel C and its improvement, development, and ownership (collectively, the “Property Documents”). (b) During the Feasibility Period, Buyer shall have the right to review, in Buyer’s reasonable discretion, the Feasibility Matters. Before conducting Seller shall reasonably cooperate with Buyer in any test and all investigations during the Feasibility Period and Seller shall use its reasonable efforts to cause its engineers, architects, surveyors, and other advisors and consultants, if any, to share, at Buyer’s cost, all information or investigation involving physical disturbanceknowledge they have concerning Parcel C with Buyer. During the Feasibility Period, sampling or invasive testing of any portion Buyer shall have the right to deliver to Seller and Escrow Holder the Feasibility Notice. Failure by Buyer to give the Feasibility Notice by the Feasibility Date shall be deemed Buyer’s approval of the Property, Purchaser shall provide Seller with a reasonably detailed testing plan outlining the tests Purchaser intends to perform. No such tests Feasibility Matters and shall be conducted without deemed to be a waiver of Buyer’s right to terminate the Escrow pursuant to this provision. If Buyer disapproves any Feasibility Matters by setting forth such disapproval in the Feasibility Notice to Seller, Seller shall have sixty (60) days from receipt of the Feasibility Notice to cure, to Buyer’s reasonable satisfaction, the disapproved Feasibility Matter; provided, however, that the Parties shall extend Seller’s deadline for curing a legal or physical defect in Parcel C if the cure will reasonably take more than sixty (60) days to cure and Seller has commenced and is diligently pursuing such cure, in which event the Feasibility Date shall be extended until not less than ten (10) days after Seller provides Buyer written notice that the cure has been completed and Buyer has had an opportunity to verify the cure. If Buyer determines that Seller has failed to timely and reasonably cure any disapproved Feasibility Matter, then Buyer may (i) terminate Escrow by providing written notice to Seller and Escrow Holder, or (ii) undertake to cure the defect and deduct the cost of cure from the amount due at Closing, provided that Buyer has obtained Seller’s prior written approval consent to a reasonable cap on such costs. Buyer shall provide written notice of termination or desire to undertake to cure the defect within ten (10) days of the testing plan expiration of Seller’s cure period. If Buyer elects to terminate Escrow in accordance with the provisions of this Section 6.1(b), then, upon receipt of Buyer’s written notice of election to terminate Escrow, (i) Escrow Holder shall pay the Initial Deposit to Buyer without any additional instructions from Seller, (ii) Escrow Holder shall immediately return all other documents, instruments and moneys to the Party that deposited same, and (iii) Escrow shall terminate. (c) The Parties shall copy Escrow Holder on all notices under this Section 6.1, and clearly indicate on all notices the date of the notice, the subject matter of the notice and the specific test or investigationapplicable Section reference (e.g., which approval may be via email from Seller“Buyer’s designated representative without requirement for additional form of delivery of notice. Purchaser will exercise commercially reasonable efforts to conduct or cause to be conducted all inspections and tests in a manner and at times that will not unreasonably interfere with any tenant's use and occupancy of the Property. Purchaser shall comply with all federalFeasibility Notice, state and local laws, rules, regulations and ordinances which might in any way relate to the Feasibility Study. If Purchaser determines, in its sole judgment, that the Property is not suitable for any reason for Purchaser's intended use or purpose, is not in satisfactory condition, or that Purchaser otherwise no longer desires to purchase the Property, then Purchaser may terminate this Contract by written notice to Seller prior to expiration of the Feasibility Period, in which case the Xxxxxxx Money (other than the Nonrefundable Deposit which will be paid to Seller) will be promptly returned to Purchaser, and neither party shall have any further right or obligation hereunder other than as set forth herein with respect to rights or obligations which survive termination. If this Contract is not terminated in the manner and within the time provided in this Section 6(a), Purchaser's right to terminate this Contract pursuant to this Purchase and Sale Agreement15233085_2 9 PSA Section 6(a) and any and all objections with respect to the Feasibility Study will be deemed to have been waived by Purchaser for all purposes. The Feasibility Study will be at Purchaser's expense6.1(b)”).

Feasibility Study. Purchaser is granted a license (a) Within ten (10) days after the Opening of Escrow, Seller shall use reasonable efforts to enter upon the Property to conduct such nondestructive engineering and/or market and economic feasibility studies of the Property and a physical inspection of the Property, including studies or inspections to determine the existence provide Buyer with copies of any environmental hazards or conditions as Purchaser deems necessary or advisable and for reviewing and copying those of the Submission Matters noted as to be provided on-site (collectivelypermits, the "Feasibility Study") during the period (the "Feasibility Period"), which commenced on June 15, 2015) under the terms of that certain Access and Due Diligence Agreement between the parties (the "Access Agreement")) and ending at 5:00 p.m., Central Time, on July 30, 2015. If this Contract remains in effect after expiration of the Feasibility Period, then Purchaser may continue the Feasibility Study until Closing. With Seller's permission, after Seller has received at least two full Business Days advance written notice of the intended date of entry (which request may be via email without requirement for additional form of delivery and which permission, unless promptly denied in writing, shall be deemed granted), Purchaser or its designated agents may enter upon the Property during normal business hours for purposes of analysis or other tests and inspections which may be deemed necessary by Purchaser for the Feasibility Study. Purchaser must be accompanied by Seller's manager for the Property or another designated representative of Seller (Xxxxx Xxxxxxxx), or have received Seller's written permission prior to entering upon the Property in connection with Purchaser's Feasibility Study; provided, however, Purchaser may not enter into any space leased by any tenant without being accompanied by Seller's manager for the Property or another designated representative of Seller (Xxxxx Xxxxxxxx). Seller agrees to make its manager or other representative reasonably available during normal business hours. Purchaser will not conduct physical or invasive testing or testing involving sampling reports (including, without limitation, any environmental testing other than a Phase I study) without notifying Seller of its requested testsassessment reports previously prepared for Seller), surveys, studies, soil assessments, agreements, documents, plans, maps, and obtaining the written consent of Seller. Before conducting any test or investigation involving physical disturbance, sampling or invasive testing of any portion of the Property, Purchaser shall provide Seller with a reasonably detailed testing plan outlining the tests Purchaser intends to perform. No such tests shall be conducted without entitlements in Seller’s prior written approval of possession concerning Parcel A and its improvement, development, and ownership (collectively, the testing plan and the specific test or investigation, which approval may be via email from Seller’s designated representative without requirement for additional form of delivery of notice. Purchaser will exercise commercially reasonable efforts to conduct or cause to be conducted all inspections and tests in a manner and at times that will not unreasonably interfere with any tenant's use and occupancy of the Property. Purchaser shall comply with all federal, state and local laws, rules, regulations and ordinances which might in any way relate to the Feasibility Study. If Purchaser determines, in its sole judgment, that the “Property is not suitable for any reason for Purchaser's intended use or purpose, is not in satisfactory condition, or that Purchaser otherwise no longer desires to purchase the Property, then Purchaser may terminate this Contract by written notice to Seller prior to expiration of Documents”). (b) During the Feasibility Period, Buyer shall have the right to review, in which case Buyer’s reasonable discretion, the Xxxxxxx Money (other than Feasibility Matters. Seller shall reasonably cooperate with Buyer in any and all investigations during the Nonrefundable Deposit which will be paid Feasibility Period and Seller shall use its reasonable efforts to Seller) will be promptly returned to Purchasercause its engineers, architects, surveyors, and neither party other advisors and consultants, if any, to share, at Buyer’s cost, any information or knowledge they have concerning Parcel A with Buyer. During the Feasibility Period, Buyer shall have any further the right or obligation hereunder other than as set forth herein with respect to rights or obligations which survive terminationdeliver to Seller and Escrow Holder the Feasibility Notice. If this Contract is not terminated in Failure by Buyer to give the manner Feasibility Notice by the Feasibility Date shall be deemed Buyer’s approval of the Feasibility Matters and within the time provided in this Section 6(a), Purchaser's shall be deemed to be a waiver of Buyer’s right to terminate this Contract the Escrow pursuant to this Purchase and Sale Agreement15233085_2 9 Section 6(a) and provision. If Buyer disapproves any and all objections with respect to Feasibility Matters by setting forth such disapproval in the Feasibility Study Notice to Seller, Seller shall have sixty (60) days from receipt of the Feasibility Notice to cure, to Buyer’s reasonable discretion, the disapproved Feasibility Matter; provided, however, that the Parties shall extend Seller’s deadline for curing a physical defect in Parcel A if the cure will reasonably take more than sixty (60) days to cure and Seller has commenced and is diligently pursuing such cure, in which event the Feasibility Date shall be deemed to have been waived by Purchaser for all purposes. The Feasibility Study will be at Purchaser's expense.extended pro

Feasibility Study. Purchaser is granted a license to enter upon the Property to shall conduct such nondestructive engineering and/or market at its sole cost and economic expense an intensive feasibility studies study of the Real Property and a physical inspection of the Property, including studies or inspections to determine the existence of any environmental hazards or conditions as Purchaser deems necessary or advisable and for reviewing and copying those of the Submission Matters noted as to be provided on-site (collectively, the "Feasibility Study"), which study shall include but not be limited to, (i) during reviewing and approving the period results of any environmental assessment report which Purchaser may elect to obtain, and all Property Documents required to be provided to Purchaser by Seller, (ii) conducting such engineering and soils studies, utilities investigations, wetlands investigations, if applicable, ALTA surveys and regulatory reviews, as Purchaser deems appropriate to the development of an assisted living facility consistent with the developments plans of Purchaser (the "Facility") and (iii) procuring approval for a Certificate of Need ("CON") for the Real Property in order to permit the construction and operation of the Facility, subject to only such conditions as shall be satisfactory to Purchaser. Within ninety (90) days following the mutual execution of this Agreement (the "Feasibility Period"), which commenced on June 15Purchaser shall have approved or disapproved the results of said Feasibility Study. Notwithstanding the foregoing, 2015if, despite Purchaser's good faith efforts, Purchaser is unable to secure final and non-appealable approval for the issuance of the CON within said ninety (90) under day period, the terms Feasibility Period may be extended for up to three (3) consecutive periods of that certain Access and Due Diligence Agreement between thirty (30) days each in order to permit Purchaser the parties (the "Access Agreement")) and ending at 5:00 p.m., Central Time, on July 30, 2015necessary time to procure said CON approval. If this Contract remains at the end of the third such thirty (30) day extension, Purchaser determines that it shall need additional time in effect after order to obtain said final approval for the CON, Purchaser shall be permitted to further extend the Feasibility Period as Purchaser determines reasonably necessary provided that, for each additional thirty (30) day extension, the purchase price payable hereunder shall be increased by an amount equal to Five Hundred Dollars ($500.00). Any extension of the Feasibility Period, as permitted hereunder, shall exercisable by written notice sent to Seller on or before the then current date for the expiration of the Feasibility Period. Seller agrees to grant to Purchaser and/or its agents, then Purchaser may continue consultants and contractors the Feasibility Study until Closing. With Seller's permission, after Seller has received at least two full Business Days advance written notice of right to enter the intended date of entry (which request may be via email without requirement for additional form of delivery and which permission, unless promptly denied in writing, shall be deemed granted), Purchaser or its designated agents may enter upon the Real Property during normal business hours for purposes of analysis or other tests and inspections which may be deemed necessary by Purchaser for the Feasibility Study. purpose of performing such tests, studies and investigations as Purchaser must be accompanied by Seller's manager for the Property or another designated representative of Seller (Xxxxx Xxxxxxxx), or have received Seller's written permission prior to entering upon the Property determines necessary in connection with Purchaser's its Feasibility StudyStudy of the Real Property; provided, however, that the activities conducted by Purchaser may and/or any of its agents, consultants or contractors shall not enter into any space leased by any tenant without being accompanied by Seller's manager for materially change or alter the Property or another designated representative character of Seller (Xxxxx Xxxxxxxx)the Real Property. Seller further agrees to make its manager or other representative reasonably available during normal business hours. fully cooperate with Purchaser will not conduct physical or invasive testing or testing involving sampling (including, without limitation, any environmental testing other than a Phase I study) without notifying Seller concerning the components of its requested tests, and obtaining the written consent of Seller. Before conducting any test or investigation involving physical disturbance, sampling or invasive testing of any portion of the Property, Purchaser shall provide Seller with a reasonably detailed testing plan outlining the tests Purchaser intends to perform. No such tests shall be conducted without Seller’s prior written approval of the testing plan and the specific test or investigation, which approval may be via email from Seller’s designated representative without requirement for additional form of delivery of notice. Purchaser will exercise commercially reasonable efforts to conduct or cause to be conducted all inspections and tests in a manner and at times that will not unreasonably interfere with any tenant's use and occupancy of the Property. Purchaser shall comply with all federal, state and local laws, rules, regulations and ordinances which might in any way relate to the Feasibility Study. If Purchaser determines, in its sole judgment, that the Property is not suitable for any reason for Purchaser's intended use or purpose, is not in satisfactory condition, or that Purchaser otherwise no longer desires to purchase the Property, then Purchaser may terminate this Contract by written notice to Seller prior to expiration of the Feasibility Period, in which case the Xxxxxxx Money (other than the Nonrefundable Deposit which will be paid to Seller) will be promptly returned to Purchaser, and neither party shall have any further right or obligation hereunder other than as set forth herein with respect to rights or obligations which survive termination. If this Contract is not terminated in the manner and within the time provided in this Section 6(a), Purchaser's right to terminate this Contract pursuant to this Purchase and Sale Agreement15233085_2 9 Section 6(a) and any and all objections with respect to the Feasibility Study will be deemed to have been waived by Purchaser for all purposes. The Feasibility Study will be at Purchaser's expense.