Common use of Purchase and Sale of Property Clause in Contracts

Purchase and Sale of Property. Seller hereby agrees to sell, and Buyer hereby agrees to acquire, upon the terms and conditions herein stated, that certain portfolio of Properties listed on Schedule 1 attached hereto and more particularly described in Exhibits A-1 to A-16 attached hereto (individually and collectively, the “Real Property”), together with: (a) All buildings, improvements and other structures presently located on the Real Property (the “Improvements”), provided, however, that “Improvements” shall not include any fixtures or other improvements owned by “Tenants” (as hereinafter defined); (b) All personal property (excluding cash and software) owned by Seller, if any, located in or on, and used exclusively in connection with the operation of, the Real Property or the Improvements (the “Personal Property”); (c) Any and all of Seller’s right, title and interest in and to the leases, licenses and occupancy agreements covering all or any portion of the Real Property or Improvements (the “Leases”), including any guaranties thereof and any security deposits thereunder in Seller’s possession at “Closing” (as hereinafter defined); and (d) Any and all of Seller’s right, title and interest in and to any of the following existing at the Closing (the “Intangibles”): (i) subject to Paragraph 3(a)(v), all assignable contracts and agreements and utility contracts (the “Operating Agreements”) relating to the leasing, operation, maintenance or repair of the Real Property, Improvements or Personal Property; (ii) all assignable warranties and guaranties issued to Seller in connection with the Improvements or the Personal Property; (iii) all assignable permits, licenses, approvals and authorizations issued by any governmental authority in connection with the Real Property; (iv) all assignable drawings, plans, building permits, surveys and certificates of occupancy relating to the Real Property or the Personal Property, if any; and (v) all assignable trademarks, trade names and websites relating to the Real Property, if any. The Real Property, Improvements, Personal Property, Leases and Intangibles are collectively referred to hereinafter for a specific property as a “Property” and collectively as the “Properties”.

Purchase and Sale of Property. Subject to and in accordance with the terms and provisions of this Agreement, Seller hereby agrees to sell, sell to Purchaser and Buyer Purchaser hereby agrees to acquire, upon the terms and conditions herein stated, that certain portfolio of Properties listed on Schedule 1 attached hereto and more particularly described in Exhibits A-1 to A-16 attached hereto (individually and collectivelypurchase from Seller, the “Real Property”), together withwhich term "Property" shall mean and include the following: (a) All buildingsall that tract or parcel of land located in the City of Torrance, improvements Los Angeles County, California containing approximately 11.46 acres, and other structures presently located being more particularly described on Exhibit "A" attached hereto (hereinafter referred to as the Real Property (the “Improvements”"Land"), provided, however, that “Improvements” shall not include any fixtures or other improvements owned by “Tenants” (as hereinafter defined);; and (b) All personal property (excluding cash all rights, privileges, and software) owned by easements appurtenant to the Land, including all water rights, mineral rights, development rights, air rights, reversions, or other appurtenances to said Land, and all right, title, and interest of Seller, if any, located in and to any land lying in the bed of any street, road, alley, or onright-of-way, and used exclusively in connection with open or proposed, adjacent to or abutting the operation of, the Real Property or the Improvements (the “Personal Property”);Land; and (c) Any all buildings, structures, and improvements situated on the Land, including, without limitation, that certain three-story office building] containing approximately 211,407 square feet of net rentable floor area, all parking areas and other amenities located on the Land, and all apparatus, elevators, built-in appliances, equipment, pumps, machinery, plumbing, heating, air conditioning, and electrical and other fixtures located on the Land (all of which are together hereinafter referred to as the "Improvements"); and (d) all equipment, supplies, tools, furniture, furnishings, office equipment, fittings, appliances, shades, wall-to-wall carpet, draperies, screens and screening, art, awnings, plants, shrubbery, landscaping, lawn care and building maintenance equipment, vending machines and other furnishings or items of personal property owned by Seller and located at the Land and Improvements (all of which are together hereinafter referred to as the "Personal Property"); and (e) all of Seller’s 's right, title, and interest, as landlord or lessor, in and to each of the Leases (as hereinafter defined) and any and all guaranties of the Leases; and (f) all of Seller's right, title, and interest in and to the plans and specifications with respect to the Improvements and any guarantees, trademarks, rights of copyright, warranties, or other rights related to the ownership of or use and operation of the Land, Personal Property, or Improvements, all governmental licenses and permits, and all intangibles associated with the Land, Personal Property, and Improvements. (g) of Seller's right, title and interest in and to the leases, licenses and occupancy agreements covering all or any portion of the Real Property or Improvements (the “Leases”), including any guaranties thereof and any security deposits thereunder in Seller’s possession at “Closing” (as hereinafter defined); and (d) Any and all of Seller’s right, title and interest in and to any of the following existing at the Closing (the “Intangibles”): (i) subject to Paragraph 3(a)(v), all assignable contracts and agreements and utility contracts (the “Operating Agreements”) relating to the leasing, operation, maintenance or repair of the Real Property, Improvements or Personal Property; (ii) all assignable warranties and guaranties issued to Seller in connection with the Improvements or the Personal Property; (iii) all assignable permits, licenses, approvals and authorizations issued by any governmental authority in connection with the Real Property; (iv) all assignable drawings, plans, building permits, surveys and certificates of occupancy relating to the Real Property or the Personal Propertycontracts, if any; and , described on Exhibit "F" attached hereto (v) all assignable trademarksthe "Contracts"), trade names and websites relating to the Real Property, if any. The Real Property, Improvements, Personal Property, Leases and Intangibles are collectively referred to hereinafter for a specific property as a “Property” and collectively as extent the “Properties”same survive the Closing or require performance after Closing.

Purchase and Sale of Property. Seller hereby agrees Subject to sell, and Buyer hereby agrees to acquire, upon in accordance with the terms and conditions herein statedset forth in this Agreement, that Purchaser shall purchase from Sellers and Sellers shall sell to Purchaser certain portfolio parcels of Properties listed real estate owned by the parties set forth on Schedule 1 attached hereto and more particularly described in Exhibits A-1 to A-16 and A-2 attached hereto (individually each a “Real Property” and collectively, together the “Real PropertyProperties”), together with: : (a) All all buildings, structures, and improvements owned by Sellers and other structures presently located on the Real Property (the “Improvements”), provided, however, that “Improvements” shall not include any fixtures or other improvements owned by “Tenants” (as hereinafter defined); ; (b) All personal property (excluding cash and software) owned by Seller, if any, located in or on, and used exclusively in connection with the operation of, the Real Property or the Improvements (the “Personal Property”); (c) Any any and all of Seller’s Sellers’ easements, benefits, rights, interests and privileges appertaining to the Real Properties or Improvements, including, without limitation, all right, title and interest of Sellers in, to and under (1) the Declaration (as defined in that certain letter of even date herewith from Sellers to Purchaser and to the leases, licenses and occupancy agreements covering all or any portion of the Real Property or Improvements countersigned by Purchaser (the “LeasesCompany Disclosure Letter”)), including any guaranties thereof and any security deposits thereunder in Seller’s possession at “Closing” (2) the Larrabee Garage Declaration (as hereinafter defineddefined in the Company Disclosure Letter); and (dc) Any and all of Seller’s right, title and interest of Sellers in and to all leases, subleases, licenses, concessions, occupancy agreements and other agreements affecting the Real Properties or any part thereof (“Leases”) which are in effect as of the following existing at the Closing Date (the “IntangiblesAssignable Leases”): ) (a list of the tenants under the Leases in effect as of the Effective Date is attached as Exhibit B-1 to the Company Disclosure Letter), including the right to all security deposits and other amounts and instruments deposited pursuant to the terms of the Assignable Leases (a list of the security deposits and other amounts and instruments held by Sellers under the Leases is attached as Exhibit B-2 to the Company Disclosure Letter (the “Security Deposits”)); (d) all furniture, furnishings, fixtures, equipment, machinery, supplies and other tangible personal property owned by Sellers, located on the Real Properties and used solely in connection therewith including, without limitation, any logos, designs, internet domain names, websites, social media accounts and telephone exchange numbers but specifically excluding (i) subject to Paragraph 3(a)(v)any and all computer hardware and software, all assignable contracts (ii) any item containing a logo, name or xxxx identifying Sellers or Sellers’ Affiliates (as defined in Section 10 below) and agreements and utility contracts (iii) the items set forth on Exhibit B-3 (the “Operating Tangible Personal Property”); (e) to the extent assignable, all right, title and interest of Sellers in and to (1) any and all licenses, permits and other written authorizations consents, variances, waivers, approvals and the like from any Governmental Authority(as defined in Section 9.1 below) or quasi-governmental entity or instrumentality affecting the ownership, operation or maintenance of the Property and the Garage Conversion (as defined in the Company Disclosure Letter) (the “Licenses and Permits”), (2) any plans and specifications and (3) any guaranties and warranties, to the extent that the foregoing are owned by Seller (the “Warranties”); (f) all right, title and interest of Sellers under any maintenance, service, advertising, utility and other contracts with respect to the operation of the Real Property and Improvements (“Service Contracts”), and which are in effect as of the Closing Date (but excluding (i) Service Contracts designated as “National” or “Regional”, (ii) Service Contracts which are not freely assignable, (iii) property management agreements and leasing brokerage agreements, including without limitation, the Brokerage Agreements, and (iv) those Service Contracts listed on Exhibit C-3 of the Company Disclosure Letter (the “Declined Service Contracts”)) (“Assignable Service Contracts”) relating (a list of Service Contracts in effect as of the Effective Date are attached as Exhibits C-1 and C-2 of the Company Disclosure Letter); and (g) all right, title and interest of Sellers under any contracts for work or improvements at the Property (“Construction Contracts”), and which are in effect as of the Closing Date (but excluding Construction Contracts which are not freely assignable) to the leasingextent that work thereunder is not completed as of the Closing Date (“Assignable Construction Contracts”) (lists of Construction Contracts in effect as of the Effective Date are attached as Exhibits D-1 and D-2 of the Company Disclosure Letter); all to the extent applicable to the period from and after the Closing Date (as defined in Section 4 below) (except as expressly set forth to the contrary in this Agreement. Items (a) through (g) above, operation, maintenance or repair of together with the Real Property, Improvements or Personal Property; (ii) all assignable warranties and guaranties issued to Seller in connection with the Improvements or the Personal Property; (iii) all assignable permits, licenses, approvals and authorizations issued by any governmental authority in connection with the Real Property; (iv) all assignable drawings, plans, building permits, surveys and certificates of occupancy relating to the Real Property or the Personal Property, if any; and (v) all assignable trademarks, trade names and websites relating to the Real Property, if any. The Real Property, Improvements, Personal Property, Leases and Intangibles are collectively referred to hereinafter for a specific property in this Agreement as a the “Property”; provided, however, the term “Property” expressly excludes all property owned by property associations or tenants or other users or occupants of the Property, all rights with respect to any refund of taxes applicable to any period prior to the Closing Date, all rights to any insurance proceeds or settlements for events occurring prior to Closing and collectively all property in the management offices of the Property owned by the Property Manager (as the “Properties”defined in Section 4.1 below).

Purchase and Sale of Property. Subject to and in accordance with the terms and provisions of this Agreement, Seller hereby agrees to sell, sell to Purchaser and Buyer Purchaser hereby agrees to acquire, upon the terms and conditions herein stated, that certain portfolio of Properties listed on Schedule 1 attached hereto and more particularly described in Exhibits A-1 to A-16 attached hereto (individually and collectivelypurchase from Seller, the Property, which term “Real Property”), together with” shall mean and include the following: (a) All buildingsall that tract or parcel of land located in the City of Bloomingdale, improvements DuPage County, Illinois containing approximately 7.01 acres, and other structures presently located being more particularly described on the Real Property Exhibit “A” attached hereto (hereinafter referred to as the “ImprovementsLand”), provided, however, that “Improvements” shall not include any fixtures or other improvements owned by “Tenants” (as hereinafter defined);; and (b) All personal property (excluding cash all rights, privileges, and software) owned by easements appurtenant to the Land, including all water rights, mineral rights, development rights, air rights, reversions, or other appurtenances to said Land, and all right, title, and interest of Seller, if any, located in and to any land lying in the bed of any street, road, alley, or onright-of-way, and used exclusively in connection with open or proposed, adjacent to or abutting the operation of, the Real Property or the Improvements (the “Personal Property”);Land; and (c) Any all buildings, structures, and improvements situated on the Land, including, without limitation, that certain three story office building containing approximately 71,053 square feet of leasable floor area, all parking areas and other amenities located on the Land, and all of Seller’s right, title and interest in all apparatus, elevators, built-in appliances, equipment, pumps, machinery, plumbing, heating, air conditioning, and electrical and other fixtures located on the Land (all of which are together hereinafter referred to the leases, licenses and occupancy agreements covering all or any portion of the Real Property or Improvements (as the “LeasesImprovements”), including any guaranties thereof and any security deposits thereunder in Seller’s possession at “Closing” (as hereinafter defined); and (d) Any all tangible personal property now owned or hereafter acquired by Seller and located on or to be located on or in, or used in connection with, the Land and Improvements, including, without limitation, the items set forth and described on Exhibit “B” attached hereto, and all other equipment, supplies, tools, furniture, furnishings, office equipment, fittings, appliances, shades, wall-to-wall carpet, draperies, screens and screening, art, awnings, plants, shrubbery, landscaping, lawn care and building maintenance equipment, vending machines and other furnishings or items of personal property owned by Seller and used or to be used in connection with the operation of the Land and Improvements (all of which are together hereinafter referred to as the “Personal Property”); and (e) all of Seller’s right, title title, and interest, as landlord or lessor, in and to each of the Leases (as hereinafter defined) and any and all guaranties of the Leases; and (f) to the extent assignable or transferable, all of Seller’s right, title, and interest in and to the plans and specifications with respect to the Improvements and any guarantees, trademarks, rights of copyright, or warranties related to the ownership of or use and operation of the following existing at the Closing (the “Intangibles”): (i) subject to Paragraph 3(a)(v), all assignable contracts and agreements and utility contracts (the “Operating Agreements”) relating to the leasing, operation, maintenance or repair of the Real Property, Improvements or Personal Property; (ii) all assignable warranties and guaranties issued to Seller in connection with the Improvements or the Personal Property; (iii) all assignable permits, licenses, approvals and authorizations issued by any governmental authority in connection with the Real Property; (iv) all assignable drawings, plans, building permits, surveys and certificates of occupancy relating to the Real Property or the Personal Property, if any; and (v) all assignable trademarks, trade names and websites relating to the Real Property, if any. The Real Property, ImprovementsLand, Personal Property, Leases or Improvements, all governmental licenses and Intangibles are collectively referred to hereinafter for a specific property as a “permits associated with the Land, Personal Property” , and collectively as the “Properties”Improvements.

Purchase and Sale of Property. Seller hereby agrees to sell, and Buyer hereby agrees to acquire, upon Upon the terms and conditions herein statedhereinafter set forth, Seller agrees to sell and convey to Purchaser, and Purchaser agrees to purchase from Seller, the following (collectively, the “Property”): (a)(i) that certain portfolio parcel of Properties listed on Schedule 1 attached hereto and real property designated as Fairfax County Tax Map Parcel 16-3((1)) 29C1 (“Parcel 29C1”), as more particularly described in Exhibits A-1 to A-16 Exhibit A attached hereto (individually the “Land”) and any and all improvements thereon, whether now existing or hereinafter constructed, and appurtenances thereto, known as Waterview I, and containing approximately 501,884 square feet of ground area, approximately 11.52167 acres of land, 420,725 FAR square feet of density, and approximately 404,665 net square feet of rentable area in a thirteen (13) story office building (the “Building”), (ii) a six (6) story parking garage (the “Parking Garage”) containing approximately 1575 parking spaces therein and located adjacent to the Building on the Land, (iii) all mineral, oil and gas rights, water rights, sewer rights and other utility rights allocated to the Land, (iv) all appurtenances, easements, licenses, privileges and other property interests belonging or appurtenant to the Land, including, without limitation, all of Seller’s rights pursuant to the Association Declaration (as defined in the Lease), as may be amended from time to time as may be provided for therein, (v) all right, title and interest of Seller in and to any roads, streets and ways, public and private, serving the Land (including, without limitation, all rights to develop the Land granted by governmental entities having jurisdiction over said Land from time to time) (collectively, the “Real Property”), ; together with: (a) All buildings, improvements and other structures presently located on the Real Property (the “Improvements”), provided, however, that “Improvements” shall not include any fixtures or other improvements owned by “Tenants” (as hereinafter defined); with (b) All personal property (excluding cash and software) owned by Sellerall Leases, if any, located in or on, and used exclusively in connection with the operation of, the Real Property or the Improvements (the “Personal Property”); (c) Any and all of Seller’s right, title and interest in and to the leases, licenses and occupancy agreements covering all or for any portion of the Real Property or Improvements (the “Leases”), including any guaranties thereof and any security deposits thereunder in Seller’s possession at “Closing” (as hereinafter defined); and (d) Any and all of Seller’s right, title and interest in and to any of the following existing at the Closing (the “Intangibles”): (i) subject to Paragraph 3(a)(v), all assignable contracts and agreements and utility contracts (the “Operating Agreements”) relating to the leasing, operation, maintenance or repair of the Real Property, Improvements or Personal Property; together with (iic) all assignable warranties existing or hereafter acquired furniture, furnishings, fixtures equipment, inventory and guaranties issued to other tangible personal property owned by Seller in connection with the Improvements and located at or the Personal Property; (iii) all assignable permits, licenses, approvals and authorizations issued by any governmental authority used in connection with the Real Property; , and all replacements, substitutions, additions, accessions, parts, repairs and modifications thereto, and all products and proceeds thereof (ivcollectively, the “Tangible Personal Property”); together with (d) all assignable drawings, plans, building permits, surveys and certificates of occupancy intangible property owned by Seller or affecting or relating to the Real Property or the Tangible Personal PropertyProperty (including, without limitation, all refundable tenant security and other deposits, if any; , and interest thereon), all licenses, permits, accounts, authorizations, approvals, certificates of occupancy and other consents and approvals necessary for the current use and operation of the Property, and all right, title and interest of Seller in all transferable warranties (v) including, without limitation, all assignable trademarkswarranties and guaranties related to the construction of improvements on the Property), telephone exchange numbers, trade names (except that the right to use the trade name “Waterview at Woodland Park” shall be non-exclusive with that of Seller), plans and websites relating specifications and development rights related to any of the foregoing) (collectively, the “Intangible Personal Property”) (it being understood, however, that to the Real Propertyextent any such Intangible Personal Property is indivisible between Waterview I and Waterview II/III (e.g., a permit that is applicable to both), the Property so conveyed to Purchaser under this Agreement shall contain such item of Intangible Personal Property as properly and lawfully divided by Seller and equitably apportioned with respect to the applicable parcels until conveyed to Purchaser, if anyat all. The Real Propertyrentable square footage of the Building (the “Rentable Area”) is calculated in accordance with the BOMA Standard (as defined in the Lease), and is hereby stipulated to by Purchaser and Seller (unless another measurement is agreed to pursuant to the Lease prior to the Closing Date). Notwithstanding anything to the contrary herein, Seller shall not convey to Purchaser, and Purchaser does not hereby assume, any obligations of Seller with respect to the Required Improvements, Personal Propertyexcept with respect to any ongoing obligations required of users with respect to transportation management strategies, Leases as provided for in the Proffers and Intangibles are collectively referred to hereinafter for a specific property as a “Property” and collectively as Development Conditions (the “PropertiesTransportation Strategies”).

Purchase and Sale of Property. Subject to and in accordance with the ----------------------------- terms and provisions of this Agreement, Seller hereby agrees to sell, sell to Purchaser and Buyer Purchaser hereby agrees to acquire, upon the terms and conditions herein stated, that certain portfolio of Properties listed on Schedule 1 attached hereto and more particularly described in Exhibits A-1 to A-16 attached hereto (individually and collectivelypurchase from Seller, the “Real Property”), together withwhich term "Property" shall mean and include the following: (a) All buildings, improvements and other structures presently located on the Real Property all that tract or parcel of land (the “Improvements”)"Land") located in Leawood, providedXxxxxxx County, howeverKansas, that “Improvements” shall not include any fixtures or other improvements owned by “Tenants” (as hereinafter defined);containing approximately 6.88 acres, having an address of 0000 Xxxx 00xx Xxxxxx, and being more particularly described on Exhibit A --------- hereto; and (b) All personal property (excluding cash all rights, privileges, and software) owned by easements appurtenant to the Land, if any, including all right, title and interest of Seller, if any, located in and to any water rights, mineral rights, reversions, or onother appurtenances to said Land and all right, title, and used exclusively interest of Seller, if any, in connection with and to any land lying in the operation bed of any street, road, alley, or right-of-way, open or proposed, adjacent to or abutting the Real Property or the Improvements (the “Personal Property”);Land; and (c) Any all buildings, structures, and improvements situated on the Land, including, without limitation, that certain office building (the "Building") containing approximately 68,900 square feet of space, the parking areas and other amenities located on the Land, and all built-in appliances, pumps, plumbing, heating, air conditioning, elevators, electrical and other fixtures located on the Land (all of Seller’s right, title and interest in and which are hereby collectively referred to as the leases, licenses and occupancy agreements covering all or any portion of the Real Property or Improvements (the “Leases”), including any guaranties thereof and any security deposits thereunder in Seller’s possession at “Closing” (as hereinafter defined"Improvements"); and (d) Any all personal property now owned by Seller, located on and all of Seller’s right, title and interest in and to any of the following existing at the Closing (the “Intangibles”): (i) subject to Paragraph 3(a)(v), all assignable contracts and agreements and utility contracts (the “Operating Agreements”) relating to the leasing, operation, maintenance or repair of the Real Property, Improvements or Personal Property; (ii) all assignable warranties and guaranties issued to Seller used in connection with the Improvements or the Land and Improvements, including those items detailed on Exhibit B hereto ("Personal Property"); and --------- (iiie) all assignable permitsof Seller's right, licensestitle, approvals and authorizations issued interest, as landlord, in and to that certain lease agreement dated February 14, 1997, by any governmental authority in connection and between Seller and Sprint Communications Company L.P., a Delaware limited partnership ("Tenant"), a copy of which, together with all amendments thereto, is attached hereto as Exhibit C (the Real Property;"Lease"); and --------- (ivf) all assignable drawingsof Seller's right, planstitle, building permits, surveys and certificates of occupancy relating to the Real Property or the Personal Propertyinterest, if any; , in and (v) all assignable to plans and specifications with respect to the Improvements and any guarantees, trademarks, trade names and websites relating rights of copyright, warranties, or other rights related to the Real Property, if any. The Real Property, Improvementsownership of or use and operation of the Land, Personal Property, Leases or Improvements, governmental licenses and Intangibles are collectively referred to hereinafter for a specific property as a “permits, and intangibles associated with the Land, Personal Property” , and collectively as Improvements, including the “Properties”name of the Improvements and the logo therefor, if any.

Purchase and Sale of Property. Subject to and in accordance with the terms and provisions of this Agreement, Seller hereby agrees to sell, sell to Purchaser and Buyer Purchaser hereby agrees to acquire, upon the terms and conditions herein stated, that certain portfolio of Properties listed on Schedule 1 attached hereto and more particularly described in Exhibits A-1 to A-16 attached hereto (individually and collectivelypurchase from Seller, the Property, which term “Real Property”), together with” shall mean and include the following: (a) All buildings, improvements and other structures presently located on the Real Property all that tract or parcel of land (the “ImprovementsLand”)) located at Atlanta, providedGeorgia, howevercontaining approximately 2.95 acres, that having an address of 0000 Xxxxx Xxxx Xxxxx, Xxxxxxx, Xxxxxxx, and being more particularly described on Exhibit “ImprovementsA” shall not include any fixtures or other improvements owned by “Tenants” (as hereinafter defined);hereto; and (b) All personal property (excluding cash all rights, privileges, and software) owned by easements appurtenant to the Land, including all water rights, mineral rights, reversions, or other appurtenances to said Land, and all right, title, and interest of Seller, if any, located in and to any land lying in the bed of any street, road, alley, or onright-of-way, and used exclusively in connection with open or proposed, adjacent to or abutting the operation of, the Real Property or the Improvements (the “Personal Property”);Land; and (c) Any all buildings, structures, and improvements situated on the Land, including, without limitation, that certain four-story office building containing approximately 64,574 square feet of leasable space and the adjacent annex, the parking areas containing approximately 224 parking spaces (including 8 handicapped parking spaces) and other amenities located on the Land, and all apparatus, built-in appliances, equipment, pumps, machinery, plumbing, heating, air conditioning, electrical and other fixtures located on the Land (all of Seller’s right, title and interest in and which are herein collectively referred to the leases, licenses and occupancy agreements covering all or any portion of the Real Property or Improvements (as the “LeasesImprovements”), including any guaranties thereof and any security deposits thereunder in Seller’s possession at “Closing” (as hereinafter defined); and (d) Any all personal property now owned by Seller and located on or to be located on or in, or used in connection with, the Land and Improvements (“Personal Property”); and (e) all of Seller’s right, title title, and interest in and to the plans and specifications with respect to the Improvements and any guarantees, trademarks, rights of copyright, warranties, or other rights related to the ownership of or use and operation of the following existing at the Closing (the “Intangibles”): (i) subject to Paragraph 3(a)(v), all assignable contracts and agreements and utility contracts (the “Operating Agreements”) relating to the leasing, operation, maintenance or repair of the Real Property, Improvements or Personal Property; (ii) all assignable warranties and guaranties issued to Seller in connection with the Improvements or the Personal Property; (iii) all assignable permits, licenses, approvals and authorizations issued by any governmental authority in connection with the Real Property; (iv) all assignable drawings, plans, building permits, surveys and certificates of occupancy relating to the Real Property or the Personal Property, if any; and (v) all assignable trademarks, trade names and websites relating to the Real Property, if any. The Real Property, ImprovementsLand, Personal Property, Leases or Improvements (but expressly excluding any trademarks, rights of copyright, or other intellectual property of Seller or any of its affiliates or related parties), all governmental licenses and Intangibles are collectively referred to hereinafter for a specific property as a “permits, and all intangibles associated with the Land, Personal Property” , and collectively as Improvements, including the “Properties”name of the Improvements and the logo therefor, if any.

Purchase and Sale of Property. Subject to and in accordance with the ----------------------------- terms and provisions of this Agreement, Seller hereby agrees to sell, sell to Purchaser and Buyer Purchaser hereby agrees to acquire, upon the terms and conditions herein stated, that certain portfolio of Properties listed on Schedule 1 attached hereto and more particularly described in Exhibits A-1 to A-16 attached hereto (individually and collectivelypurchase from Seller, the “Real Property”), together withwhich term "Property" shall mean and include the following: (a) All buildings, improvements and other structures presently located on the Real Property all that tract or parcel of land (the “Improvements”)"Land") located in Plano, providedCollin County, howeverTexas, that “Improvements” shall not include any fixtures or other improvements owned by “Tenants” (as hereinafter defined);being more particularly described on Exhibit "A" ----------- hereto; and (b) All personal property (excluding cash all rights, privileges, and software) owned by easements appurtenant to the Land, including any water rights, mineral rights, reversions, or other appurtenances to said Land, and all right, title, and interest of Seller, if any, located in and to any land lying in the bed of any street, road, alley, or onright-of-way, and used exclusively in connection with open or proposed, adjacent to or abutting the operation of, the Real Property or the Improvements (the “Personal Property”);Land; and (c) Any all buildings, structures, and improvements situated on the Land, including, without limitation, that certain five story office building, the adjacent four level parking structure and other amenities located on the Land, and all apparatus, built-in appliances, equipment, pumps, machinery, plumbing, heating, air conditioning, electrical and other fixtures located on the Land and not owned by tenants of the building (all of which are herein collectively referred to as the "Improvements"); and (d) all personal property acquired by Seller from Cinemark and located on or to be located on or in, or used in connection with, the Land and Improvements ("Personal Property"); and (e) all of Seller’s 's right, title title, and interest interest, as landlord or lessor, in and to the leases, licenses and occupancy agreements covering all or any portion of the Real Property or Improvements (the “Leases”), including any guaranties thereof and any security deposits thereunder in Seller’s possession at “Closing” Leases (as hereinafter defined); and (df) Any and all of Seller’s 's right, title title, and interest in and to any intangible property acquired by Seller from Cinemark relating to and reasonably required for the ownership and operation of the following existing at Property (but excluding any intangible property which relates to the Closing (operation of the “Intangibles”): (i) subject to Paragraph 3(a)(vbusiness conducted Cinemark, Coke and W.S. [all as hereinafter defined]), all assignable contracts including, without limitation, building plans and agreements and utility contracts (the “Operating Agreements”) relating specifications with respect to the leasingImprovements, operationlicenses and entitlements (e.g. certificates of occupancy), maintenance soil reports, surveys, warranties, guarantees, utility contracts, permits and any other rights acquired by Seller from Cinemark related to the ownership of or repair use and operation of the Real Property, Improvements or Personal Property; (ii) all assignable warranties and guaranties issued to Seller in connection with the Improvements or the Personal Property; (iii) all assignable permits, licenses, approvals and authorizations issued by any governmental authority in connection with the Real Property; (iv) all assignable drawings, plans, building permits, surveys and certificates of occupancy relating to the Real Property or the Personal Property, if any; and (v) all assignable trademarks, trade names and websites relating to the Real Property, if any. The Real Property, ImprovementsLand, Personal Property, Leases or Improvements, if any (but not including the name Cinemark, Coke, Coca Cola or any derivation thereof of logo therefor), all if and Intangibles are collectively referred to hereinafter for a specific property as a “the extent acquired by Seller from Cinemark (herein, the "Intangible Property” and collectively as the “Properties”").

Purchase and Sale of Property. Subject to and in accordance with the terms and provisions of this Agreement, Seller hereby agrees to sell, assign, transfer and Buyer convey to Purchaser and Purchaser hereby agrees to acquire, upon the terms and conditions herein stated, that certain portfolio of Properties listed on Schedule 1 attached hereto and more particularly described in Exhibits A-1 to A-16 attached hereto (individually and collectivelypurchase from Seller, the Property, which term “Real Property”), together with” shall mean and include the following: (a) All all that tract or parcel of land located in the Borough of Manhattan, City, County and State of New York having an address of 00 Xxxxx Xxxxxx, Xxx Xxxx, XX, and being more particularly described on Exhibit “A” attached hereto (hereinafter referred to as the “Land”); together with (b) all of Seller’s right, title and interest in and to all rights, privileges, and easements appurtenant to the Land, including all water rights, mineral rights, development rights, air rights, reversions, or other appurtenances to said Land, and all right, title, and interest of Seller, if any, in and to any land lying in the bed of any street, road, alley, or right-of-way, open or proposed, adjacent to or abutting the Land (including, without limitation, any unpaid award for damage to the Land by reason of change of grade of any street); and (c) all buildings, structures, and improvements situated on the Land, including, without limitation, that certain 39-story office building containing approximately 989,046 square feet of leasable floor area, any parking areas and loading dock areas, and any and all other structures presently amenities located on the Real Property Land, and all apparatus, elevators, built-in appliances, equipment, pumps, machinery, plumbing, heating, air conditioning, and electrical and other fixtures permanently affixed thereto located on the Land (all of which are together hereinafter referred to as the “Improvements”); and (d) all of Seller’s right, provided, however, that “Improvements” shall not include any fixtures or other improvements owned by “Tenants” title and interest in and to all personal property existing on the date of Closing (as hereinafter defined); (b) All and located on or to be located on or in, or used in connection with, the Land and Improvements, including, without limitation, the items set forth and described on Exhibit “B” attached hereto, and all other equipment, supplies, tools, furniture, furnishings, office equipment, fittings, appliances, shades, wall-to-wall carpet, draperies, screens and screening, art, awnings, plants, shrubbery, landscaping, lawn care and building maintenance equipment, spare parts and supplies, vending machines and other furnishings or items of personal property (excluding cash and software) owned by Seller, if any, located in or onexisting on the date of Closing, and used exclusively or to be used in connection with the operation of, of the Real Property or the Land and Improvements (all of which are together hereinafter referred to as the “Personal Property”);; and (ce) Any all of Seller’s right, title, and interest, as landlord or lessor, in and to each of the Space Leases (as hereinafter defined), including any and all guaranties of the Space Leases and all money, letters of credit, bonds, certificates of deposit, negotiable instruments, and other security deposited by the Tenants (as defined below) to secure performance of the Space Leases; and (f) all of Seller’s right, title, and interest in and to the plans and specifications with respect to the Improvements and any guarantees, trademarks (to the extent assignable), rights of copyright (to the extent assignable), warranties (to the extent assignable), or other rights related to the ownership of or use and operation of the Land, Personal Property, or Improvements, all governmental licenses and permits (to the extent assignable), any deposits with utility or other companies or authorities relating to the Property, and all intangibles (to the extent assignable) associated with the Land, Personal Property, and Improvements, including the name “00 Xxxxx Xxxxxx” and the logo therefor, if any; and (i) all of Seller’s right, title and interest in and to the leases, licenses and occupancy agreements covering all or any portion of the Real Property or Improvements contracts described on Exhibit “C” attached hereto (the “LeasesContracts”), including any guaranties thereof ) and any security deposits thereunder in Seller’s possession at “Closing” the Service Contracts (as hereinafter defined); and , to the extent assignable and to the extent any of such Contracts or Service Contracts survive the Closing or require performance after Closing and (dii) Any and as provided in Section 9(p) hereof, all of Seller’s right, title and interest in and to any all collective bargaining agreements and union agreements applicable to the Property, all of the following existing at the Closing which Seller represents are listed on Exhibit “D” attached hereto (the “IntangiblesCBAs”): ), but excluding (i) subject all proprietary property management processes, proprietary appraisals and proprietary computer software and related software licenses (but not excluding any data or summaries or reports pertaining to Paragraph 3(a)(vthe operation, repair, maintenance, leasing, and/or legal compliance of the Property), all assignable contracts and agreements and utility contracts (the “Operating Agreements”) relating to the leasing, operation, maintenance or repair of the Real Property, Improvements or Personal Property; (ii) the Excluded Records (as hereinafter defined), (iii) all assignable warranties claims and guaranties issued to causes of action for monetary damages against third parties and all defenses Seller may have against claims and causes of actions brought by third parties against Seller arising out of or in connection with the Improvements Property during the period prior to Closing, except that the Seller hereby agrees (which agreement shall survive Closing) not to bring any action, suit or proceeding based upon any such claim or cause of action against any Tenant of the Personal Property; Property other than (iiiy) all assignable permitswith respect to any Tenant’s obligation to indemnify Seller, licenses, approvals and authorizations issued by any governmental authority in connection with the Real Property; (iv) all assignable drawings, plans, building permits, surveys and certificates of occupancy relating pursuant to the Real Property or the Personal Propertyterms of such Tenant’s Lease, if against any; and (v) all assignable trademarks, trade names and websites relating to the Real Property, if any. The Real Property, Improvements, Personal Property, Leases and Intangibles are collectively referred to hereinafter for a specific property as a “Property” and collectively as the “Properties”.

Purchase and Sale of Property. Subject to and in accordance with ----------------------------- the terms and provisions of this Agreement, Seller hereby agrees to sell, sell to Purchaser and Buyer Purchaser hereby agrees to acquire, upon the terms and conditions herein stated, that certain portfolio of Properties listed on Schedule 1 attached hereto and more particularly described in Exhibits A-1 to A-16 attached hereto (individually and collectivelypurchase from Seller, the “Real Property”), together withwhich term "Property" shall mean and include the following: (a) All buildings, improvements and other structures presently located on the Real Property all that tract or parcel of land (the “Improvements”)"Land") located in Houston, providedXxxxxx County, howeverTexas, that “Improvements” shall not include any fixtures or other improvements owned by “Tenants” (as hereinafter defined);being more particularly described on Exhibit "A" ----------- hereto; and (b) All personal property (excluding cash all rights, privileges, and software) owned by easements appurtenant to the Land, including any water rights, mineral rights, reversions, or other appurtenances to said Land, if any, and all right, title, and interest of Seller, if any, located in and to any land lying in the bed of any street, road, alley, or onright-of-way, and used exclusively in connection with open or proposed, adjacent to or abutting the operation of, the Real Property or the Improvements (the “Personal Property”);Land; and (c) Any all buildings, structures, and improvements situated on the Land, and other amenities located on the Land, and all apparatus, built-in appliances, equipment, pumps, machinery, plumbing, heating, air conditioning, electrical and other fixtures located on the Land and not owned by tenants of the building (all of which, but exclusive of property owned by tenants of the building, are herein collectively referred to as the "Improvements"); and (d) all personal property, if any, acquired by Seller from Stone and located on or to be located on or in, or used in connection with, the Land and Improvements ("Personal Property"); and (e) all of Seller’s 's right, title title, and interest interest, as landlord or lessor, in and to the leases, licenses and occupancy agreements covering all or any portion of the Real Property or Improvements (the “Leases”), including any guaranties thereof and any security deposits thereunder in Seller’s possession at “Closing” Leases (as hereinafter defined); and (df) Any and all of Seller’s 's right, title title, and interest in and to any intangible property acquired by Seller from Stone relating to and reasonably required for the ownership and operation of the following existing at Property (but excluding any trade names or trade marks, any intangible property which relates to the Closing (operation of the “Intangibles”): (i) subject to Paragraph 3(a)(vbusiness conducted by Stone), all assignable contracts including, without limitation, building plans and agreements and utility contracts (the “Operating Agreements”) relating specifications with respect to the leasingImprovements, operationlicenses and entitlements (e.g. certificates of occupancy), maintenance soil reports, surveys, warranties, guarantees, utility contracts, permits and any other rights acquired by Seller from Stone related to the ownership of or repair use and operation of the Real Property, Improvements or Personal Property; (ii) all assignable warranties and guaranties issued to Seller in connection with the Improvements or the Personal Property; (iii) all assignable permits, licenses, approvals and authorizations issued by any governmental authority in connection with the Real Property; (iv) all assignable drawings, plans, building permits, surveys and certificates of occupancy relating to the Real Property or the Personal Property, if any; and (v) all assignable trademarks, trade names and websites relating to the Real Property, if any. The Real Property, ImprovementsLand, Personal Property, Leases or Improvements, if any (but not including the names "The Xxxx Group, Inc.", "Stone & Xxxxxxx, Inc." or any derivations thereof or logos therefor), all if and Intangibles are collectively referred only to hereinafter for a specific property as a “the extent acquired by Seller from Stone (herein, the "Intangible Property” and collectively as the “Properties”").

Purchase and Sale of Property. Seller hereby agrees Subject to sell, and Buyer hereby agrees to acquire, upon in accordance with the terms and conditions herein statedset forth in this Agreement, that Purchaser shall purchase from Seller and Seller shall sell to Purchaser a certain portfolio parcel of Properties listed on Schedule 1 attached hereto and real estate (the "Real Property") in the City of Xxx Arbor, County of Washtenaw, State of Michigan, which parcel is more particularly described in Exhibits A-1 to A-16 attached hereto (individually Exhibit A, and collectively, the “Real Property”), upon which is located three office buildings commonly known as "Burlington Office Park," together with: with (a) All all buildings, parking areas and improvements and other structures presently located on the Real Property (the “Improvements”), provided, however, that “Improvements” shall not include any fixtures or other improvements owned by “Tenants” (as hereinafter defined); (b) All personal property (excluding cash and software) owned by Seller, if any, located in or on, and used exclusively in connection with the operation of, the Real Property or the Improvements (the “Personal Property”); (c) Any any and all of Seller’s 's rights, easements, licenses and privileges presently thereon or appertaining thereto (the "Improvements"); (b) Seller's right, title and interest in and to the leases, licenses and occupancy agreements covering all leases affecting the Property or any portion of the Real Property or Improvements part thereof (the “"Leases”"); (c) all furniture, furnishings, fixtures, equipment and other tangible personal property owned by Seller, located on the Property and used solely in connection therewith (the "Tangible Personal Property"), including any guaranties thereof and any security deposits thereunder in Seller’s possession at “Closing” (a list of which is attached hereto as hereinafter defined)Exhibit B; and (d) Any and all of Seller’s right, title and interest in of Seller under any and to any all of the following existing at maintenance, service and other like contracts and agreements with respect to the ownership and operation of the Property (the "Service Contracts"), a list of which is attached hereto as Exhibit C; and (e) the interest of Seller in all security deposits paid by tenants under the Leases that are listed on Exhibit O attached hereto and which are not applied by Seller in accordance Section 4.3.4 below between the date of this Agreement and Closing (the "Security Deposits"); all to the extent applicable to the period from and after the Closing (the “Intangibles”): (i) subject to Paragraph 3(a)(vas defined in Section 4 below), all assignable contracts and agreements and utility contracts (the “Operating Agreements”) relating except as expressly set forth to the leasingcontrary in this Agreement. Items (a) through (e) above, operation, maintenance or repair of together with the Real Property, Improvements or Personal Property; (ii) all assignable warranties and guaranties issued to Seller in connection with the Improvements or the Personal Property; (iii) all assignable permits, licenses, approvals and authorizations issued by any governmental authority in connection with the Real Property; (iv) all assignable drawings, plans, building permits, surveys and certificates of occupancy relating to the Real Property or the Personal Property, if any; and (v) all assignable trademarks, trade names and websites relating to the Real Property, if any. The Real Property, Improvements, Personal Property, Leases and Intangibles are collectively referred to hereinafter for a specific property as a “Property” and collectively in this Agreement as the “Properties”"Property." However, the term "Property" expressly excludes all property owned by tenants or other users or occupants of the Property, all rights with respect to any refund of taxes applicable to any period prior to the Closing Date (as defined in Section 4 below), and all computers and computer-related equipment in the management office of the Property.

Purchase and Sale of Property. 1.1 Upon the terms and conditions hereinafter set forth, Seller hereby agrees to sell, grant and Buyer hereby convey, and Purchaser agrees to acquirepurchase and accept, all of Seller’s right, title, equity and interest in and to the following (the “Property”): (i) those certain pieces or parcels of land located at 10301 RM 2222, Xxxxxx, Xxxxxx County, Texas and described on Exhibit A to be agreed upon by Seller and Purchaser during the terms Study Period and conditions herein statedthen initialed and attached hereto, that certain portfolio together with all rights, privileges, appurtenances, development rights, air rights, rights of Properties listed way, and easements appurtenant thereto (collectively, the “Land”); and (ii) the buildings and other improvements, if any, located on Schedule 1 attached hereto and more particularly described in Exhibits A-1 to A-16 attached hereto the Land (individually individually, a “Building” and collectively, the “Real PropertyBuildings”), . The Property shall be conveyed to Purchaser together with: (a) All buildings, improvements and other structures presently located on the Real Property (the “Improvements”), provided, however, that “Improvements” shall not include any fixtures or other improvements owned by “Tenants” (as hereinafter defined); (b) All personal property (excluding cash and software) owned by Seller, if any, located in or on, and used exclusively in connection with the operation of, the Real Property or the Improvements (the “Personal Property”); (c) Any and an assignment of all of Seller’s right, title and interest in (w) the Existing Leases (as defined below), (x) any items of personal property, goods, fixtures, machinery, equipment, furnishings, furniture, merchandise, chattels, materials and effects as are listed on Exhibit B or otherwise located on the Property at Settlement and owned by Seller (the “Personalty”), (y) the Service Agreements (as defined below) that Purchaser elects to the leaseshave assigned to it in accordance with Section 6.2, licenses and occupancy agreements covering (z) all or assignable, unexpired manufacturers’ and equipment warranties and guaranties with respect to any portion of the Real Property or Improvements (the “Leases”), including any guaranties thereof and any security deposits thereunder in Seller’s possession at “Closing” (as hereinafter defined); and (d) Any and all of Seller’s right, title and interest in and to any of the following existing at the Closing (the “Intangibles”): (i) subject to Paragraph 3(a)(v)Personalty, all assignable contracts certificates of occupancy, licenses, permits, warranties, guaranties, bonds, claims and agreements and utility contracts (the “Operating Agreements”) relating rights running to the leasing, operation, maintenance or repair of the Real Property, Improvements or Personal Property; (ii) all assignable warranties and guaranties issued assigned to Seller in connection with the Improvements maintenance, operation or repair of the Personal Property; (iii) , all assignable permitsbooks and records pertaining solely to the Existing Leases maintained by Seller or Seller’s property manager for the Property, licenses, and all governmental approvals and authorizations issued by any governmental authority other rights, if any, that Seller may have relating exclusively to the condition, operation, ownership, maintenance, or use of the Property, including, without limitation, any right to use the name “Riverlodge” and variations thereof and any other trade names, trademarks, logos and symbols associated with or used in connection with the Real Property; (iv) , any and all assignable drawings, plans, building permits, surveys telephone and certificates of occupancy relating facsimile numbers assigned to Seller with respect to the Real Property or the Personal Property, if any; any and (v) all assignable trademarksweb addresses, trade domain names and websites relating URLs with respect to the Real Property, if any. The Real and all social media accounts and logo, photo, video and e-brochure files for the Property, Improvements, Personal Property, Leases and Intangibles are collectively referred to hereinafter for a specific property as a “Property” and collectively as the “Properties”.

Purchase and Sale of Property. Subject to and in accordance with the terms and provisions of this Agreement, Seller hereby agrees to sell, sell to Purchaser and Buyer Purchaser hereby agrees to acquire, upon the terms and conditions herein stated, that certain portfolio of Properties listed on Schedule 1 attached hereto and more particularly described in Exhibits A-1 to A-16 attached hereto (individually and collectivelypurchase from Seller, the Property, which term “Real Property”), together with” shall mean and include the following: (a) All all that tract or parcel of land (the “Land”) located in Detroit, Michigan, having an address of 000 Xxxx Xxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000 and being more particularly described on Exhibit “A” hereto; and (b) all rights, privileges, and easements appurtenant to the Land, including all water rights, mineral rights, reversions, or other appurtenances to said Land, and all right, title, and interest of Seller, if any, in and to any land lying in the bed of any street, road, alley, or right-of-way, open or proposed, adjacent to or abutting the Land; and (c) all buildings, structures, and improvements situated on the Land, including, without limitation, that certain twenty-five (25) story office building containing approximately 505,417 rentable square feet of office and storage space, the parking garage containing approximately 524 parking spaces and other structures presently amenities located on the Real Property Land, and all apparatus, built-in appliances, equipment, pumps, machinery, plumbing, heating, air conditioning, electrical and other fixtures located on the Land (all of which are herein collectively referred to as the “Improvements”), provided, however, that “Improvements” shall not include any fixtures or other improvements ; and (d) all personal property now owned by “Tenants” (as hereinafter defined); (b) All personal property (excluding cash Seller and software) owned by Sellerlocated on or to be located on or in, if any, located in or on, and used exclusively in connection with the operation ofwith, the Real Property or the Land and Improvements (the “Personal Property”);; and (ce) Any all of Seller’s right, title, and interest, as landlord or lessor, in and to those certain lease agreements (collectively, the “Leases”) with those tenants (the “Tenants”), and guaranteed by those guarantors, if any (the “Guarantors”) all as more particularly described on Schedule 1 attached to this Agreement and made a part hereof; and (f) all of Seller’s right, title, and interest in and to the plans and specifications with respect to the Improvements and any guarantees, trademarks, rights of copyright, warranties, or other rights related to the ownership of or use and operation of the Land, Personal Property, or Improvements, all governmental licenses and permits, and all intangibles associated with the Land, Personal Property, and Improvements, including the name of the Improvements and the logo therefor, if any; and (g) all of Seller’s right, title and interest in and to all contracts and agreements known to Seller or to which Seller is a party relating to or affecting the leasesLand or the maintenance, licenses and occupancy agreements covering all repair, development or any portion construction of the Real Property or Improvements thereon, if any, described on Exhibit “B” hereto (the “LeasesContracts”), including any guaranties thereof and any security deposits thereunder in Seller’s possession at “Closing” (as hereinafter defined); and (d) Any and all of Seller’s right, title and interest in and to any of the following existing at the Closing (the “Intangibles”): (i) subject to Paragraph 3(a)(v), all assignable contracts and agreements and utility contracts (the “Operating Agreements”) relating to the leasing, operation, maintenance extent the same survive Closing or repair of the Real Property, Improvements or Personal Property; (ii) all assignable warranties and guaranties issued to Seller in connection with the Improvements or the Personal Property; (iii) all assignable permits, licenses, approvals and authorizations issued by any governmental authority in connection with the Real Property; (iv) all assignable drawings, plans, building permits, surveys and certificates of occupancy relating to the Real Property or the Personal Property, if any; and (v) all assignable trademarks, trade names and websites relating to the Real Property, if any. The Real Property, Improvements, Personal Property, Leases and Intangibles are collectively referred to hereinafter for a specific property as a “Property” and collectively as the “Properties”require performance after Closing.

Purchase and Sale of Property. Seller hereby agrees to sell, and Buyer hereby agrees to acquire, upon the terms and conditions herein stated, that certain portfolio real property commonly known as Waterview IV and located at 0000 Xxxxx Xxxxxxx Xxxxxx in the City of Properties listed on Schedule 1 attached hereto and Centennial, County of Arapahoe, State of Colorado, which is more particularly described in Exhibits A-1 to A-16 attached hereto Exhibit A (individually and collectively, the “Real Property”), together with: (a) All buildings, improvements and other structures presently located on the Real Property (the “Improvements”), provided, however, that “Improvements” shall not include any fixtures or other improvements owned by “TenantsTenant” (as hereinafter defined); (b) All personal property (excluding cash and software) owned by Seller, if any, located in or on, and used exclusively in connection with the operation of, the Real Property or the Improvements (the “Personal Property”); (c) Any and all of Seller’s right, title and interest in and to the leasesthat certain Lease Agreement by and between Seller and United Launch Alliance, licenses and occupancy agreements L.L.C. (“ULA” or “Tenant”) covering all or any portion of the Real Property or Improvements (the “LeasesLease” or the “ULA Lease”), including any guaranties thereof and any security deposits thereunder in Seller’s possession at “Closing” (as hereinafter defined); and (d) Any and all of Seller’s right, title and interest in and to any of the following existing at the Closing (the “Intangibles”): (i) subject to Paragraph 3(a)(v), all assignable contracts and agreements and utility contracts (the “Operating Agreements”) relating to the leasing, operation, maintenance or repair of the Real Property, Improvements or Personal Property; Property (collectively, the “Operating Agreements”), (ii) all assignable warranties and guaranties issued to Seller in connection with the Improvements or the Personal Property; , (iii) all assignable permits, licenses, approvals and authorizations issued by any governmental authority in connection with the Real Property; , and (iv) all assignable drawings, plans, building permits, surveys and certificates the non-exclusive use of occupancy relating the name “Waterview IV” (the property described in this Paragraph 1(d) being sometimes herein referred to collectively as the Real Property or the Personal Property, if any; and (v) all assignable trademarks, trade names and websites relating to the Real Property, if any“Intangibles”). The Real Property, Improvements, Personal Property, Leases Lease and Intangibles are collectively referred to hereinafter for a specific property as a “Property” and collectively as the “PropertiesProperty”.

Purchase and Sale of Property. Subject to and in accordance with the terms and provisions of this Agreement, Seller hereby agrees to sell, sell to Purchaser and Buyer Purchaser hereby agrees to acquire, upon the terms and conditions herein stated, that certain portfolio of Properties listed on Schedule 1 attached hereto and more particularly described in Exhibits A-1 to A-16 attached hereto (individually and collectivelypurchase from Seller, the Property, which term “Real Property”), together with” shall mean and include the following: (a) All that parcel of land located in Winston Salem, North Carolina and being more particularly described on Exhibit ”A” attached hereto (the “Land”); and (b) all rights, privileges, and easements appurtenant to the Land, including all water rights, mineral rights, development rights, air rights, reversions, or other appurtenances to said Land, and all right, title, and interest of Seller, if any, in and to any land lying in the bed of any street, road, alley, or right-of-way, open or proposed, adjacent to or abutting the Land; and (c) all buildings, structures, and improvements situated on the Land, including, without limitation, that certain 13 story office building containing approximately 431,465 square feet of leasable floor area (the “Building”), all parking areas and other structures presently amenities located on the Real Property Land, and all apparatus, elevators, built-in appliances, equipment, pumps, machinery, plumbing, heating, air conditioning, and electrical and other fixtures located on the Land (all of which are together hereinafter referred to as the “Improvements”); and (d) all personal property now owned or hereafter acquired by Seller and located on or to be located on or in, providedor used in connection with, howeverthe Land and Improvements, that “Improvementsincluding, without limitation, the items set forth and described on Exhibit ”B” shall not include any fixtures attached hereto, and all other equipment, supplies, tools, furniture, furnishings, office equipment, fittings, appliances, shades, wall-to-wall carpet, draperies, screens and screening, art, awnings, plants, shrubbery, landscaping, lawn care and building maintenance equipment, vending machines and other furnishings or other improvements items of personal property owned by “Tenants” (as hereinafter defined); (b) All personal property (excluding cash and software) owned by Seller, if any, located in or on, Seller and used exclusively or to be used in connection with the operation of, of the Real Property or the Land and Improvements (all of which are together hereinafter referred to as the “Personal Property”);; and (ce) Any all of Seller’s right, title, and interest, as landlord or lessor, in and to each of the Leases (as hereinafter defined) and any and all guaranties of the Leases; and (f) all of Seller’s right, title, and interest in and to the plans and specifications with respect to the Improvements and any guarantees, trademarks, rights of copyright, warranties, or other rights related to the ownership of or use and operation of the Land, Personal Property, or Improvements, all governmental licenses and permits, and all intangibles associated with the Land, Personal Property, and Improvements, including the name “One West Fourth” and the logo therefor, if any. (g) all of Seller’s right, title and interest in and to the leasescontracts, licenses and occupancy agreements covering all or any portion of the Real Property or Improvements if any, described on Exhibit “F” attached hereto (the “LeasesContracts”), including any guaranties thereof and any security deposits thereunder in Seller’s possession at “Closing” (as hereinafter defined); and (d) Any and all of Seller’s right, title and interest in and to any of the following existing at extent the same survive the Closing (the “Intangibles”): (i) subject to Paragraph 3(a)(v), all assignable contracts and agreements and utility contracts (the “Operating Agreements”) relating to the leasing, operation, maintenance or repair of the Real Property, Improvements or Personal Property; (ii) all assignable warranties and guaranties issued to Seller in connection with the Improvements or the Personal Property; (iii) all assignable permits, licenses, approvals and authorizations issued by any governmental authority in connection with the Real Property; (iv) all assignable drawings, plans, building permits, surveys and certificates of occupancy relating to the Real Property or the Personal Property, if any; and (v) all assignable trademarks, trade names and websites relating to the Real Property, if any. The Real Property, Improvements, Personal Property, Leases and Intangibles are collectively referred to hereinafter for a specific property as a “Property” and collectively as the “Properties”require performance after Closing.

Purchase and Sale of Property. Subject to and in accordance with the ----------------------------- terms and provisions of this Agreement, Seller hereby agrees to sell, sell to Purchaser and Buyer Purchaser hereby agrees to acquire, upon the terms and conditions herein stated, that certain portfolio of Properties listed on Schedule 1 attached hereto and more particularly described in Exhibits A-1 to A-16 attached hereto (individually and collectivelypurchase from Seller, the “Real Property”), together withwhich term "Property" shall mean and include the following: (a) All buildingsthe tenant's interest under that certain ASU Research Park Lease dated November 19, improvements and other structures presently located on the Real Property 1997, (the “Improvements”"Ground Lease")between Price-Elliot Research Park, Inc. ("Lessor"), providedas Landlord, howeverand Seller, as Tenant in and to all that “Improvements” shall not include any fixtures tract or other improvements owned by “Tenants” parcel of land (as hereinafter defined);the "Land") located in the Northeast quarter of Section 13, Township 1 South, Range 4 East of the Gila and Salt river Base and Meridian, Maricopa County, Arizona, containing approximately 12.44 acres, having an address of 0000 Xxxxx Xxxxx Xxxxxxx, Xxxxx, Xxxxxxx, and being more particularly described on Exhibit "A" hereto; and ----------- (b) All personal property (excluding cash the tenant's interest under the Ground Lease in and software) owned by to all rights, privileges, and easements appurtenant to the Land, including all water rights, mineral rights, reversions, or other appurtenances to said Land, and all right, title, and interest of Seller, if any, located in and to any land lying in the bed of any street, road, alley, or onright-of-way, and used exclusively in connection with open or proposed, adjacent to or abutting the operation of, the Real Property or the Improvements (the “Personal Property”);Land; and (c) Any and all of Seller’s right, title and the tenant's interest under the Ground Lease in and to all buildings, structures, and improvements situated on the leasesLand, licenses including, without limitation, that certain two story office building containing approximately 133,225 square feet of leasable space, the parking areas containing approximately 800 parking spaces and occupancy agreements covering other amenities located on the Land, and all or any portion apparatus, built-in appliances, equipment, pumps, machinery, plumbing, heating, air conditioning, electrical and other fixtures located on the Land (all of which are herein collectively referred to as the Real Property or Improvements (the “Leases”), including any guaranties thereof and any security deposits thereunder in Seller’s possession at “Closing” (as hereinafter defined"Improvements"); and (d) Any all personal property now owned by Seller and located on or to be located on or in, or used in connection with, the Land and Improvements ("Personal Property"); and (e) all of Seller’s 's right, title title, and interest, as landlord or lessor, in and to that certain lease agreement with Motorola, Inc., a Delaware corporation (the "Tenant"), dated November 17, 1997, as amended by First Amendment to Lease dated November 17, 1999 (the"Lease"); and (f) all of Seller's right, title, and interest in and to the plans and specifications with respect to the Improvements and any guarantees, trademarks, rights of copyright, warranties, or other rights related to the ownership of or use and operation of the following existing at the Closing (the “Intangibles”): (i) subject to Paragraph 3(a)(v), all assignable contracts and agreements and utility contracts (the “Operating Agreements”) relating to the leasing, operation, maintenance or repair of the Real Property, Improvements or Personal Property; (ii) all assignable warranties and guaranties issued to Seller in connection with the Improvements or the Personal Property; (iii) all assignable permits, licenses, approvals and authorizations issued by any governmental authority in connection with the Real Property; (iv) all assignable drawings, plans, building permits, surveys and certificates of occupancy relating to the Real Property or the Personal Property, if any; and (v) all assignable trademarks, trade names and websites relating to the Real Property, if any. The Real Property, ImprovementsLand, Personal Property, Leases or Improvements, all governmental licenses and Intangibles are collectively referred to hereinafter for a specific property as a “permits, and all intangibles associated with the Land, Personal Property” , and collectively as Improvements, including the “Properties”name of the Improvements and the logo therefor, if any.

Purchase and Sale of Property. Subject to and in accordance with ----------------------------- the terms and provisions of this Agreement, Seller hereby agrees to sell, sell to Purchaser and Buyer Purchaser hereby agrees to acquire, upon the terms and conditions herein stated, that certain portfolio of Properties listed on Schedule 1 attached hereto and more particularly described in Exhibits A-1 to A-16 attached hereto (individually and collectivelypurchase from Seller, the “Real Property”), together withwhich term "Property" shall mean and include the following: (a) All buildings, improvements and other structures presently located on the Real Property all that tract or parcel of land (the “Improvements”)"Land") located in Tulsa, providedOklahoma, howevercontaining approximately 14.641 acres, that “Improvements” shall not include any fixtures or other improvements owned by “Tenants” (as hereinafter defined);having an address of 4848 South 129 th East Avenue, and being more particularly described on Exhibit "A" hereto; ----------- and (b) All personal property (excluding cash all rights, privileges, and software) easements appurtenant to the Land, including all water rights, mineral rights, reversions, or other appurtenances to said Land to the extent owned by Seller, and all right, title, and interest of Seller, if any, located in and to any land lying in the bed of any street, road, alley, or onright-of-way, and used exclusively in connection with open or proposed, adjacent to or abutting the operation of, the Real Property or the Improvements (the “Personal Property”);Land; and (c) Any all buildings, structures, and improvements situated on the Land, including, without limitation, that certain two story building containing approximately 100,000 square feet of leasable space, the parking areas containing approximately 700 parking spaces and other amenities to be constructed on the Land and owned by Seller, and all apparatus, built-in appliances, equipment, pumps, machinery, plumbing, heating, air conditioning, electrical and other fixtures relating thereto (all of which are herein collectively referred to as the "Improvements"); and (d) all personal property now owned by Seller and located on or to be located on or in, the Land and Improvements ("Personal Property"); and (e) all of Seller’s 's right, title, and interest, as landlord or lessor, in and to that certain lease agreement (the "Lease") with METRIS DIRECT, INC.("Tenant"),dated March 3, 1999; and (f) all of Seller's right, title, and interest in and to the plans and specifications with respect to the Improvements and any guarantees, trademarks, rights of copyright, warranties, or other rights related to the ownership of or use and operation of the Land, Personal Property, or Improvements, all governmental licenses and permits, and all intangibles associated with the Land, Personal Property, and Improvements, including the name of the Improvements and the logo therefor, if any; and (g) all of Seller's right, title and interest in and to the leases, licenses and occupancy agreements covering all or any portion of the Real Property or Improvements contracts described on Exhibit "B" hereto (the “Leases”"Contracts"), including any guaranties thereof and any security deposits thereunder in Seller’s possession at “Closing” (as hereinafter defined); and (d) Any and all of Seller’s right, title and interest in and to any of the following existing at the Closing (the “Intangibles”): (i) subject to Paragraph 3(a)(v), all assignable contracts and agreements and utility contracts (the “Operating Agreements”) relating to the leasing, operation, maintenance extent the same ----------- survive Closing or repair of the Real Property, Improvements or Personal Property; (ii) all assignable warranties and guaranties issued to Seller in connection with the Improvements or the Personal Property; (iii) all assignable permits, licenses, approvals and authorizations issued by any governmental authority in connection with the Real Property; (iv) all assignable drawings, plans, building permits, surveys and certificates of occupancy relating to the Real Property or the Personal Property, if any; and (v) all assignable trademarks, trade names and websites relating to the Real Property, if any. The Real Property, Improvements, Personal Property, Leases and Intangibles are collectively referred to hereinafter for a specific property as a “Property” and collectively as the “Properties”require performance after Closing.

Purchase and Sale of Property. Subject to and in accordance with the terms and provisions of this Agreement, Seller hereby agrees to sell, sell to Purchaser and Buyer Purchaser hereby agrees to acquire, upon the terms and conditions herein stated, that certain portfolio of Properties listed on Schedule 1 attached hereto and more particularly described in Exhibits A-1 to A-16 attached hereto (individually and collectivelypurchase from Seller, the Property, which term “Real Property”), together with” shall mean and include the following: (a) All buildings, improvements Seller’s rights to and other structures presently located on the Real Property interest in all that tract or parcel of land (the “ImprovementsLand”)) located in Douglasville, providedGeorgia, howevercontaining approximately 30,910 acres, that having an address of 0000 Xxxxxxxxx Xxxxxxx, and being more particularly described on Exhibit “ImprovementsA” shall not include any fixtures or other improvements owned by “Tenants” (as hereinafter defined);hereto; and (b) All personal property (excluding cash all rights, privileges, and software) owned by easements appurtenant to the Land, including all water rights, mineral rights, reversions, or other appurtenances to said Land, and all right, title, and interest of Seller, if any, located in and to any land lying in the bed of any street, road, alley, or onright-of-way, and used exclusively in connection with open or proposed, adjacent to or abutting the operation of, the Real Property or the Improvements (the “Personal Property”);Land; and (c) Any and all of Seller’s right, title and interest in and to all buildings, structures, and improvements situated on the leasesLand, licenses and occupancy agreements covering all or any portion of the Real Property or Improvements including, without limitation, that certain distribution building currently containing approximately 404,412 rentable square feet (the “LeasesPhase I Premises”), the parking areas containing or which will contain at least 100 parking spaces (including any guaranties thereof 8 handicapped parking spaces) and any security deposits thereunder other amenities located on the Land, and all apparatus, built-in Seller’s possession at appliances, equipment, pumps, machinery, plumbing, heating, air conditioning, electrical and other fixtures located on the Land (all of which are herein collectively referred to as the “Closing” (as hereinafter definedImprovements”); and (d) Any Seller’s interest in and to the building and improvements to be constructed on the Land which shall constitute part of the Improvements and which shall consist of approximately 188,992 rentable square feet (the “Phase II Premises”). (e) all personal property now owned by Seller and located on or to be located on or in, or used in connection with, the Land and Improvements (“Personal Property”); and (f) all of Seller’s right, title title, and interest in and to the plans and specifications with respect to the Improvements and any guarantees, trademarks, rights of copyright, warranties, or other rights related to the ownership of or use and operation of the following existing at the Closing (the “Intangibles”): (i) subject to Paragraph 3(a)(v), all assignable contracts and agreements and utility contracts (the “Operating Agreements”) relating to the leasing, operation, maintenance or repair of the Real Property, Improvements or Personal Property; (ii) all assignable warranties and guaranties issued to Seller in connection with the Improvements or the Personal Property; (iii) all assignable permits, licenses, approvals and authorizations issued by any governmental authority in connection with the Real Property; (iv) all assignable drawings, plans, building permits, surveys and certificates of occupancy relating to the Real Property or the Personal Property, if any; and (v) all assignable trademarks, trade names and websites relating to the Real Property, if any. The Real Property, ImprovementsLand, Personal Property, Leases or Improvements, all governmental licenses and Intangibles are collectively referred permits, and all intangibles associated with the Land, Personal Property, and Improvements. Seller and Purchaser hereby acknowledge that Seller’s right to hereinafter for the Land and Improvements consist of a specific property leasehold interest pursuant to that certain Lease Agreement dated as a “Property” and collectively as of November 1, 2003 (the “PropertiesDCDA Lease”), by the Development Authority of Xxxxxxx County, as lessor, to Seller, as lessee (“DCDA”), including, without limitation, Seller’s right to purchase the Land and Improvements during and upon the expiration of the DCDA Lease term.

Purchase and Sale of Property. Subject to and in accordance with the ----------------------------- terms and provisions of this Agreement, Seller hereby agrees to sell, sell to Purchaser and Buyer Purchaser hereby agrees to acquire, upon the terms and conditions herein stated, that certain portfolio of Properties listed on Schedule 1 attached hereto and more particularly described in Exhibits A-1 to A-16 attached hereto (individually and collectivelypurchase from Seller, the “Real Property”), together withwhich term "Property" shall mean and include the following: (a) All buildings, improvements and other structures presently located on the Real Property all that tract or parcel of land (the “Improvements”)"Land") located in Troy, providedOakland County, howeverMichigan, that “Improvements” shall not include any fixtures or other improvements owned by “Tenants” (as hereinafter defined);generally located at the intersection of Long Lake Road and Corporate Drive and being more particularly described on Exhibit "A" ----------- hereto; and (b) All personal property (excluding cash all rights, privileges, and software) easements appurtenant to the Land, including all water rights, mineral rights, reversions, or other appurtenances to said Land to the extent owned by Seller, and all right, title, and interest of Seller, if any, located in and to any land lying in the bed of any street, road, alley, or onright-of-way, open or proposed, adjacent to or abutting the Land (collectively, the "Appurtenances"); and (c) all buildings, structures, and used exclusively improvements situated on the Land, including, without limitation, that certain three story building containing approximately 107,152 rentable square feet, parking areas containing approximately 403 parking spaces and other amenities to be constructed on the Land and owned by Seller, and all apparatus, built-in connection with appliances, equipment, pumps, machinery, plumbing, heating, air conditioning, electrical and other fixtures on the operation ofLand and owned by Seller (specifically excluding those owned by any tenant) (all of which are herein collectively referred to as the "Improvements"); and (d) all personal property now owned by Seller and located on or to be located on or in, the Real Property Land and Improvements (specifically excluding any and all personal property owned by any tenant) ("Personal Property"); and (e) all of Seller's right, title, and interest, as landlord or lessor, in and to that certain lease agreement (the "Lease") with DELPHI AUTOMOTIVE SYSTEMS LLC ("Tenant"), dated March 22, 2000; and (f) all of Seller's right, title, and interest in and to the plans and specifications with respect to the Improvements (the “"Plans and Specifications") and any guarantees, trademarks, rights of copyright, warranties, or other rights related to the ownership of or use and operation of the Land, Personal Property”);, or Improvements, all governmental licenses and permits, and all intangibles associated with the Land, Personal Property, and Improvements, including the name of the Improvements and the logo therefor, if any; and (cg) Any and all of Seller’s 's right, title and interest in and to the leases, licenses and occupancy agreements covering all or any portion of the Real Property or Improvements contracts described on Exhibit "B" hereto (the “Leases”"Contracts"), including any guaranties thereof and any security deposits thereunder in Seller’s possession at “Closing” (as hereinafter defined); and (d) Any and all of Seller’s right, title and interest in and to any of the following existing at the Closing (the “Intangibles”): (i) subject to Paragraph 3(a)(v), all assignable contracts and agreements and utility contracts (the “Operating Agreements”) relating to the leasing, operation, maintenance extent the same ----------- survive Closing or repair of the Real Property, Improvements or Personal Property; (ii) all assignable warranties and guaranties issued to Seller in connection with the Improvements or the Personal Property; (iii) all assignable permits, licenses, approvals and authorizations issued by any governmental authority in connection with the Real Property; (iv) all assignable drawings, plans, building permits, surveys and certificates of occupancy relating to the Real Property or the Personal Property, if any; and (v) all assignable trademarks, trade names and websites relating to the Real Property, if any. The Real Property, Improvements, Personal Property, Leases and Intangibles are collectively referred to hereinafter for a specific property as a “Property” and collectively as the “Properties”require performance after Closing.

Purchase and Sale of Property. Seller hereby agrees 29 1.1 Subject to sell, and Buyer hereby agrees to acquire, upon the terms and conditions herein statedcontained herein, that certain portfolio of Properties listed on Xxxxxx agrees to sell 30 and Xxxxxxxxx agrees to purchase the Real Property and all rights appurtenant thereto as more 31 fully and particularly described in Schedule 1 A attached hereto and more particularly described in Exhibits A-1 made a part hereof; all 32 improvements on and to A-16 attached hereto (individually and collectively, the “Real Property”), together with: (a) All buildings, improvements and other structures presently located on the Real Property (the “Improvements”), provided, however, that “Improvements” shall not include any fixtures or other improvements owned by “Tenants” (as hereinafter defined); (b) All personal property (excluding cash and software) owned by Seller; all mineral, if any, located in or onoil, and used exclusively in connection with the operation ofgas rights and 33 profits, water rights and subterranean rights of Seller appurtenant to the Real Property; any air 34 rights of Seller above the Real Property; all sewer and utility rights of Seller allocated to the Real 35 Property and the improvements; all right, title, and interest of Seller in and to any roads, streets 36 and ways, public or private, serving the Improvements (the “Personal Real Property”); (c) Any ; easements and all appurtenances of Seller’s Seller 37 to the Real Property; all right, title and interest of Seller in and to any land lying in the leasesbed of any 1 street, licenses road, avenue, lane or right-of-way in front of, adjoining or adjacent to the Real Property; 2 and occupancy agreements covering all or any portion rights and entitlements of Seller to development of the Real Property granted by 3 governmental or Improvements quasi-governmental bodies or entities having jurisdiction or authority over the 4 Real Property, to the extent permitted by law (all of the foregoing, together with the Real 5 Property, being referred to herein as the “Property”). 6 1.2 Seller and Purchaser agree that Purchaser is purchasing the Property for the 7 purpose of developing the Property as depicted on the Preliminary Site Plan prepared by JMC 8 Site Development Consultants dated November 5, 2021 consisting of PSP 1 and PSP 2 9 (“Preliminary Site Plan” attached hereto as Exhibit B) with multi-family residence housing 10 comprising approximately 300 units, but not less than 250 units, under the Town’s LD-17 zone 11 (or such other zoning existing or to be created which would allow for development of 12 approximately 300 units), together with associated common facilities and ancillary resident 13 services, together with interior roadways and park and recreation areas (the “LeasesProject”). The exact 14 size, including any guaranties thereof number of units, mix of unit types, square footage, parking count and any security deposits thereunder in Seller’s possession at “Closing” (as hereinafter defined); and (d) Any and all of Seller’s right, title and interest in and to any design of the following existing at the Closing (the “Intangibles”): (i) Project 15 are subject to Paragraph 3(a)(v), all assignable contracts change by Purchaser and agreements based upon the environmental review conducted pursuant 16 to SEQRA and utility contracts (the “Operating Agreements”) relating to the leasing, operation, maintenance land use reviews by those applicable governmental or repair of the Real Property, Improvements quasi-governmental bodies 17 or Personal Property; (ii) all assignable warranties and guaranties issued to Seller in connection with the Improvements entities having jurisdiction or the Personal Property; (iii) all assignable permits, licenses, approvals and authorizations issued by any governmental authority in connection with the Real Property; (iv) all assignable drawings, plans, building permits, surveys and certificates of occupancy relating to over the Real Property or and the Personal PropertyProject, if any; and (v) all assignable trademarks, trade names and websites relating to the Real Property, if any. The Real Property, Improvements, Personal Property, Leases and Intangibles are collectively referred to hereinafter for a specific with no 18 assurances of approval. 19 1.3 No personal property as a “Property” and collectively as the “Properties”is included in this transaction.

Purchase and Sale of Property. Seller hereby agrees to sellIn accordance with, and Buyer hereby agrees to acquiresubject to, upon the terms and conditions herein statedhereinafter set forth, Seller shall sell and convey to Buyer, and Buyer shall purchase and accept from Seller, that certain portfolio real property consisting of Properties listed approximately 727.22+/- acres of agricultural land on Schedule 1 attached hereto the Island and more particularly in the County of Hawaii, State of Hawaii, described in Exhibits A-1 the legal descriptions attached to A-16 attached hereto the Title Report (individually as defined below) (the “Land”), and the following (collectively, along with the Land, the “Real Property”), together with: ): (a) All buildingsall rights, improvements privileges and other structures presently located on the Real Property (the “Improvements”), provided, however, that “Improvements” shall not include any fixtures or other improvements owned by “Tenants” (as hereinafter defined); easements appurtenant to such Land; (b) All personal property (excluding cash all plants, vines, trees and software) owned by Seller, if any, located in crops now or on, and used exclusively in connection with the operation of, the Real Property or the Improvements (the “Personal Property”); hereafter existing thereon; (c) Any all improvements and all of Seller’s rightfixtures on said Land, title including, without limitation, any buildings, structures, irrigation equipment, non-portable fencing, xxxxx, casings, pumping plants, pumping equipment, pipelines, levees, drain lines, ditches and interest in canals, sumps, ponds, storage, transport and to the leases, licenses and occupancy agreements covering all or any portion of the Real Property or Improvements (the “Leases”), including any guaranties thereof and any security deposits thereunder in Seller’s possession at “Closing” (as hereinafter defined)drainage facilities; and (d) Any all rights (if any) to receive or produce water on said Land, including all ground-water pumping credits or exchange pumping credits, permits, licenses, entitlements, water stock and any other ownership interests (if any) in any water company and all of Seller’s rightrights (if any) to receive irrigation water, title and interest in and to any of the following existing at the Closing (the “Intangibles”): (i) subject to Paragraph 3(a)(v)including, without limitation, all assignable contracts water entitlements and agreements and utility contracts (the “Operating Agreements”) relating allocations pertaining to the leasingwater used by or on said Land, operationto be transferred by deed, maintenance assignment or repair of the Real Property, Improvements such other written instruments as may be necessary or Personal Propertyappropriate; (iie) such agreements, contracts, licenses, leases and other rights as may be assignable by Seller and as Buyer elects to assume under the provisions of this Agreement; (f) all assignable warranties and guaranties issued to Seller in connection with the Improvements or the Personal Property; (iii) all assignable permits, licenses, approvals and authorizations issued by any governmental authority in connection with for the Real Property; (iv) all assignable drawings, plans, building permits, surveys and certificates benefit of occupancy relating to the Real Property or the Personal Propertyoperation thereof; and (g) all personal property, if any; , owned by Seller located on the Land and used in connection therewith (v) all assignable trademarks, trade names and websites relating to the Real Property, if any. The Real Property, Improvements, “Personal Property, Leases and Intangibles are collectively referred to hereinafter for a specific property as a “Property” and collectively as the “Properties”).

Purchase and Sale of Property. A. Seller hereby agrees to sellsell and convey (or to cause the Trusts to sell and convey, as the case may be) to Purchaser or Purchaser's assignee in accordance with Section 13.D below, and Buyer hereby Purchaser agrees to acquire, upon the terms purchase and conditions herein stated, that certain portfolio of Properties listed on Schedule 1 attached hereto and more particularly described in Exhibits A-1 to A-16 attached hereto (individually and collectively, the “Real Property”), together with: (a) All buildings, improvements and other structures presently located on the Real Property (the “Improvements”), provided, however, that “Improvements” shall not include any fixtures or other improvements owned by “Tenants” (as hereinafter defined); (b) All personal property (excluding cash and software) owned by Seller, if any, located in or on, and used exclusively in connection with the operation of, the Real Property or the Improvements (the “Personal Property”); (c) Any and accept all of Seller’s the right, title and interest of Seller or the Trusts, as the case may be, in and to the leasesfollowing described property (all of which is hereinafter collectively referred to as the "Property"): 1. Fee simple title to Parcel One, licenses as is more specifically described in Exhibit B attached hereto and occupancy agreements covering made a part hereof, together with all or any portion of the Real Property or Improvements (the “Leases”)easements, including any guaranties thereof rights, privileges, tenements, hereditaments and any security deposits thereunder in Seller’s possession at “Closing” (as hereinafter defined); and (d) Any appurtenances pertaining thereto, and all of Seller’s right, title and interest of Seller in and to any streets, alleys, passages and other rights-of-way included therein or adjacent thereto. 2. The lessee's interest under the Ground Lease which demises Parcel Two, as Parcel Two is more specifically described in Exhibit C attached hereto and made a part hereof. 3. The Building, together with all other improvements and all fixtures now situated on the Land and all systems, facilities, machinery, equipment and conduits to provide fire protection, security, heat, exhaust, ventilation, air conditioning, electrical power, light, plumbing, refrigeration, gas, sewer and water to the Building (including replacements or additions thereto between the date hereof and the Closing, as that term is hereinafter defined) (collectively, the "Improvements"). 4. All personal property, machinery, apparatus, equipment, fixtures, furnishings and other personal property situated on the Land or the Improvements ("Personal Property"). An inventory of the following Personal Property has previously been delivered to Purchaser. The Personal Property specifically excludes any personal property owned by the Property Manager (as hereinafter defined) and any personal property owned by tenants under the Leases. The Personal Property to be conveyed is subject to depletions, replacements and additions in the ordinary course of the operation, repair and maintenance of the Land and Improvements. 5. The Leases, the Service Contracts, the Plans, the Permits and Warranties, the Construction Contracts, the Tax Contract, the Adjacent Owners Agreement, and copies of any existing at books, records, documents and intangible property (other than accounts, accounts receivable and proprietary computer software) desired by Purchaser pertaining to the Closing operation, maintenance, repair and leasing (including information on computer disks pertaining to tenant xxxxxxxx and escalations) of the “Intangibles”): Property in the possession of Seller or the Property Manager. The Land and Improvements are sometimes together referred to herein as the "Premises." B. Except for the express representations and warranties of Seller set forth in Section 8.A of this Agreement, the Property is being sold in an "AS IS-WHERE IS" condition and with "ALL FAULTS" as of the date of this Agreement. Except as specifically and expressly set forth in this Agreement, no promises, representations or warranties have been made or are made and no responsibility has been or is assumed by Seller or by any partner, officer, director, shareholder, beneficiary, affiliate, person, firm, agent or representative acting or purporting to act on behalf of Seller as to (i) subject to Paragraph 3(a)(v), all assignable contracts and agreements and the condition or state of repair or utility contracts (the “Operating Agreements”) relating to the leasing, operation, maintenance or repair of the Real Property, Improvements or Personal Property; (ii) all assignable warranties and guaranties issued to Seller in connection with the Improvements value, expense of operation or the Personal Property; income potential thereof, or (iii) all assignable permits, licenses, approvals and authorizations issued by any governmental authority in connection with other fact or condition which has or could affect the Real Property; (iv) all assignable drawings, plans, building permits, surveys and certificates of occupancy relating to the Real Property or the Personal condition, repair, value, expense of operation or income potential of the Property or any portion thereof, including, without limitation, with respect to any environmental matters which could affect the Property. Purchaser waives (such waiver to be effective from and after the date which is six months after the Closing hereunder) any rights to contribution for environmental matters it may now or hereafter have, whether under the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. Section 9601 et seq.), or otherwise. The parties acknowledge and agree that the intent of this Agreement is that Purchaser has previously examined the Information Package and Purchaser has had an agreed upon time period within which to investigate and determine all matters pertaining to the Property to its own satisfaction, including, without limitation, its satisfaction with the environmental condition of the Property, if any; and (v) all assignable trademarkscompliance with the Americans with Disabilities Act. Except as specifically and expressly set forth in this Agreement, trade names and websites relating Seller shall have no liability for the accuracy of any matters, facts or data reflected in the Information Package, unless Seller has fraudulently failed to the Real Propertydisclose to Purchaser any actual knowledge Seller had that such matters, if anyfacts or data were not materially correct. The Real Propertyparties acknowledge and agree that all understandings and agreements heretofore made between them or their respective agents or representatives regarding the purchase and sale of the Property are merged into this Agreement and the Exhibits made a part hereof, Improvementswhich alone fully and completely express their agreement and that neither party is relying upon any statement, Personal Propertypromise or representation by the other unless such statement, Leases promise or representation is specifically and Intangibles are collectively referred to hereinafter for expressly set forth in this Agreement or the Exhibits made a specific property part hereof. At Closing and as a “Property” material inducement for Seller to consummate the transaction contemplated hereby, Purchaser shall execute and collectively as deliver a certification in the “Properties”form of Exhibit D attached hereto and made a part hereof.

Purchase and Sale of Property. Subject to and in accordance with the ----------------------------- terms and provisions of this Agreement, Seller hereby agrees to sell, sell to Purchaser and Buyer Purchaser hereby agrees to acquire, upon the terms and conditions herein stated, that certain portfolio of Properties listed on Schedule 1 attached hereto and more particularly described in Exhibits A-1 to A-16 attached hereto (individually and collectivelypurchase from Seller, the “Real Property”), together withwhich term "Property" shall mean and include the following: (a) All buildings, improvements and other structures presently located on the Real Property all that tract or parcel of land (the “Improvements”)"Land") located in Houston, providedTexas, howevercontaining approximately 3.879 acres, that “Improvements” shall not include any fixtures or other improvements owned by “Tenants” (as hereinafter defined);having an address of 0000 Xxxxxxxxxx Xxxxxxxxx, and being more particularly described on Exhibit "A" ----------- hereto; and (b) All personal property (excluding cash all rights, privileges, and software) owned by easements appurtenant to the Land, including all water rights, mineral rights, reversions, or other appurtenances to said Land, and all right, title, and interest of Seller, if any, located in and to any land lying in the bed of any street, road, alley, or onright-of-way, and used exclusively in connection with open or proposed, adjacent to or abutting the operation of, the Real Property or the Improvements (the “Personal Property”);Land; and (c) Any all buildings, structures, and improvements situated on the Land, including, without limitation, that certain two story office building containing approximately 155,040 rentable square feet, the parking areas containing approximately 521 parking spaces and other amenities located on the Land, and all apparatus, built-in appliances, equipment, pumps, machinery, plumbing, heating, air conditioning, electrical and other fixtures located on the Land which are owned by Seller (all of Seller’s right, title and interest in and which are herein collectively referred to as the leases, licenses and occupancy agreements covering all or any portion of the Real Property or Improvements (the “Leases”), including any guaranties thereof and any security deposits thereunder in Seller’s possession at “Closing” (as hereinafter defined"Improvements"); and (d) Any all personal property, if any, now owned by Seller and located on or to be located on or in, or used in connection with, the Land and Improvements ("Personal Property"); and (e) all of Seller’s 's right, title title, and interest, as landlord or lessor, in and to (i) that certain Lease Agreement (the "Transocean Lease") with Transocean Offshore Deepwater Drilling, Inc., a Delaware Corporation ("Transocean"), dated as of April 18, 2001, guaranteed by Transocean Sedco Forex, Inc., a Cayman Islands corporation, and (ii) that certain Lease Agreement with Newpark Drilling Fluids, Inc., a Texas corporation ("Newpark"), dated as of May 28, 1998, last amended by Third Amendment to Lease Agreement, dated April 19, 2001 (the "Newpark Lease"), guaranteed by Newpark Resources, Inc., a Delaware corporation; and (f) all of Seller's right, title, and interest in and to any of the following existing at the Closing (the “Intangibles”): (i) subject to Paragraph 3(a)(v), all assignable contracts the plans and agreements and utility contracts (the “Operating Agreements”) relating specifications with respect to the leasingImprovements, operation, maintenance or repair of the Real Property, Improvements or Personal Property; (ii) all assignable warranties any guarantees, trademarks, rights of copyright, warranties, or other rights related to the ownership of or use and guaranties issued to Seller in connection with operation of the Improvements or the Land, Personal Property; , or Improvements, and (iii) all assignable governmental licenses and permits, licenses, approvals and authorizations issued by any governmental authority in connection all intangibles associated exclusively with the Real Property; (iv) all assignable drawings, plans, building permits, surveys and certificates of occupancy relating to the Real Property or the Personal Property, if any; and (v) all assignable trademarks, trade names and websites relating to the Real Property, if any. The Real Property, ImprovementsLand, Personal Property, Leases and Intangibles are collectively referred to hereinafter for a specific property as a “Property” and collectively as the “Properties”Improvements.

Purchase and Sale of Property. Seller hereby agrees Subject to sell, and Buyer hereby agrees to acquire, upon in accordance with the terms and conditions herein statedset forth in this Agreement, that Purchaser shall purchase from Seller and Seller shall sell to Purchaser all of Seller’s right, title and interest (the “Leasehold Interest”) as lessee under the lease (the “Ground Lease”) further described on Exhibit A-1 attached hereto, with respect to a certain portfolio parcel of Properties listed on Schedule 1 attached hereto and more particularly described in Exhibits A-1 to A-16 attached hereto real estate (individually and collectively, the “Real Property”)) in the City of Hoboken, County of Hxxxxx, State of New Jersey, which parcel is more particularly described on Exhibit A attached hereto and commonly known as “100 Xxxxx Xxxxxx”, together with: : (a) All buildings, Seller’s leasehold interest in all buildings and improvements and other structures presently located on the Real Property (the “Improvements”), provided, however, that “Improvements” shall not include any fixtures or other improvements owned by “Tenants” (as hereinafter defined); ; (b) All all right, title and interest of Seller in and to leases, occupancy agreements and license agreements affecting the Property or any part thereof (“Leases”; a list of the Leases in effect as of the Effective Date is attached hereto as Exhibit Q to that certain letter of even date herewith from Seller to Purchaser and countersigned by Purchaser (the “Company Disclosure Letter”)) which are in effect as of the Closing Date (the “Assignable Leases”); (c) all furniture, furnishings, fixtures, equipment and other tangible personal property (excluding cash and softwareincluding, any hydraulic lift stakers for use in the garage) owned by Seller, if any, located in or on, and used exclusively in connection with the operation of, on the Real Property and used solely in connection therewith, but excluding (i) any and all computer hardware and software and (ii) any item containing a logo, name or mxxx identifying Seller or Seller’s Affiliates (as defined in Section 10), and excluding the Improvements items set forth on Exhibit B attached hereto (the “Tangible Personal Property”); ; (cd) Any and all of Seller’s right, title and interest in of Seller under any maintenance, service, advertising and other contracts with respect to the leases, licenses and occupancy agreements covering all or any portion operation of the Real Property or and Improvements (the “LeasesService Contracts”), including any guaranties thereof and any security deposits thereunder which are in Seller’s possession at effect as of the Closing Date (but excluding (i) Service Contracts designated as “ClosingNational” or “Regional”, (ii) Service Contracts which are not freely assignable and (iii) property management and leasing brokerage agreements) (“Assignable Service Contracts”) (a list of Service Contracts in effect as hereinafter definedof the Effective Date is attached hereto as Exhibit C to the Company Disclosure Letter); and (de) Any and all of Seller’s right, title and interest of Seller under any contracts (“Construction Contracts”) for work or improvements at the Property (“Construction Work”), and which are in effect as of the Closing Date to the extent that work thereunder is not completed as of the Closing Date (“Assignable Construction Contracts”), but excluding Construction Contracts which are not freely assignable (the “Retained Construction Contracts”); a list of Construction Contracts in effect as of the Effective Date is attached hereto as Exhibit D to the Company Disclosure Letter, and (f) to the extent assignable, all right, title and interest of Seller in and to any of the following existing at the Closing (the “Intangibles”): (i) subject to Paragraph 3(a)(v)all site plans, all assignable contracts construction and agreements development drawings, plans and utility contracts (the “Operating Agreements”) specifications for or relating to the leasing, operation, maintenance or repair of the Real Property, Improvements or Personal Property; if any, (ii) all assignable warranties sewer and guaranties issued water permits and licenses, building permits, certificates of occupancy, demolition and excavation permits, curb cut and right-of-way permits, drainage rights, permits, licenses and similar or equivalent private and governmental documents of every kind and character whatsoever pertaining or applicable to Seller or in connection any way connected with the Improvements development, construction, ownership, or operation of the Personal Property; , if any, (iii) all assignable permitswarranties, licensesguarantees, approvals and authorizations issued by bonds (express or implied) of any governmental authority contractor, manufacturer, materialman or other third party pertaining or applicable to or in connection any way connected with the Real development, construction, ownership or operation of the Property; , if any and (iv) all assignable drawings, plans, building permits, surveys trade names and certificates of occupancy general intangibles relating to the Real Property or the Personal Property, including, without limitation rights, if any; and (v) all assignable trademarks, trade names and websites relating to the Real name “Waterfront Corporate Center I” but excluding the name of Seller or any of its affiliates or derivations thereof (collectively, the “Intangible Property”). Items (a) through (f) above, if any. The Real Propertytogether with the Leasehold Interest, Improvements, Personal Property, Leases and Intangibles are collectively referred to hereinafter for a specific property in this Agreement as a the “Property”; provided, however, the term “Property” expressly excludes all property owned by tenants or other users or occupants of the Property, all rights with respect to any refund of taxes applicable to any period prior to the Closing Date (as defined in Section 4 below), all rights to any insurance proceeds or settlements for events occurring prior to Closing (subject to Section 5 below) and collectively all property in the management office of the Property owned by the Property Manager (as defined in Section 4.1 below). The parties hereto acknowledge that (a) pursuant to the Ground Lease, Ground Lessor has the right to consent to an assignment of the lessee’s interest in the Ground Lease and (b) the obligation of the Seller and the Purchaser to close hereunder is conditioned upon Ground Lessor delivering written consent to the assignment of the Ground Lease from Seller to Purchaser. No later than five (5) Business Days after the Effective Date, Seller shall deliver a written request to Ground Lessor under Section 17.2 of the Ground Lease for consent to the assignment of the Ground Lease from Seller to Purchaser (“PropertiesGround Lease Consent”) and Purchaser covenants, promptly upon request by Seller, to provide to Seller and Ground Lessor such information (certified by an officer of Seller as true and correct) as Seller or Ground Lessor may require regarding the identity and financial condition of Purchaser, together with a binding written commitment that if Closing occurs, Purchaser will engage a property manager meeting the requirements of Section 17.1 of the Ground Lease.

Purchase and Sale of Property. Subject to and in accordance with the ----------------------------- terms and provisions of this Agreement, Seller hereby agrees to sell, sell to Purchaser and Buyer Purchaser hereby agrees to acquire, upon the terms and conditions herein stated, that certain portfolio of Properties listed on Schedule 1 attached hereto and more particularly described in Exhibits A-1 to A-16 attached hereto (individually and collectivelypurchase from Seller, the “Real Property”), together withwhich term "Property" shall mean and include the following: (a) All buildingsthe tenant's interest under that certain ASU Research Park Lease dated April 5, improvements and other structures presently located on the Real Property 1999, (the “Improvements”"Ground Lease") between Price-Elliot Research Park, Inc. ("Lessor"), providedas Landlord, howeverand Seller, as Tenant in and to all that “Improvements” shall not include any fixtures tract or other improvements owned by “Tenants” parcel of land (as hereinafter defined);the "Land") located in the Southeast quarter of Section 13, Township 1 South, Range 4 East of the Gila and Salt river Base and Meridian, Maricopa County, Arizona, containing approximately 9.63 acres, having an address of 8700 Price Road, Tempe, Arizona, and being more particularly described on Exhibit "A" hereto; and ----------- (b) All personal property (excluding cash the tenant's interest under the Ground Lease in and software) owned by to all rights, privileges, and easements appurtenant to the Land, including all water rights, mineral rights, reversions, or other appurtenances to said Land, and all right, title, and interest of Seller, if any, located in and to any land lying in the bed of any street, road, alley, or onright-of-way, and used exclusively in connection with open or proposed, adjacent to or abutting the operation of, the Real Property or the Improvements (the “Personal Property”);Land; and (c) Any and all of Seller’s right, title and the tenant's interest under the Ground Lease in and to all buildings, structures, and improvements situated on the leasesLand, licenses including, without limitation, that certain two story office building containing approximately 132,070 square feet of leasable space, the parking areas containing approximately 660 parking spaces and occupancy agreements covering other amenities located on the Land, and all or any portion apparatus, built-in appliances, equipment, pumps, machinery, plumbing, heating, air conditioning, electrical and other fixtures located on the Land (all of which are herein collectively referred to as the Real Property or Improvements (the “Leases”), including any guaranties thereof and any security deposits thereunder in Seller’s possession at “Closing” (as hereinafter defined"Improvements"); and (d) Any all personal property now owned by Seller and located on or to be located on or in, or used in connection with, the Land and Improvements ("Personal Property"); and (e) all of Seller’s 's right, title title, and interest, as landlord or lessor, in and to that certain Lease Agreement with AVNET, INC., a New York corporation (the "Tenant"), dated April 20, 1999 (the"Lease"); and (f) all of Seller's right, title, and interest in and to the plans and specifications with respect to the Improvements and any guarantees, trademarks, rights of copyright, warranties, or other rights related to the ownership of or use and operation of the following existing at the Closing (the “Intangibles”): (i) subject to Paragraph 3(a)(v), all assignable contracts and agreements and utility contracts (the “Operating Agreements”) relating to the leasing, operation, maintenance or repair of the Real Property, Improvements or Personal Property; (ii) all assignable warranties and guaranties issued to Seller in connection with the Improvements or the Personal Property; (iii) all assignable permits, licenses, approvals and authorizations issued by any governmental authority in connection with the Real Property; (iv) all assignable drawings, plans, building permits, surveys and certificates of occupancy relating to the Real Property or the Personal Property, if any; and (v) all assignable trademarks, trade names and websites relating to the Real Property, if any. The Real Property, ImprovementsLand, Personal Property, Leases or Improvements, all governmental licenses and Intangibles are collectively referred to hereinafter for a specific property as a “permits, and all intangibles associated with the Land, Personal Property” , and collectively as Improvements, including the “Properties”name of the Improvements and the logo therefor, if any.

Purchase and Sale of Property. Seller hereby agrees Subject to sell, and Buyer hereby agrees to acquire, upon the terms and conditions herein statedof this Agreement, that certain portfolio of Properties listed on Schedule 1 attached hereto Seller shall sell, convey and more particularly described in Exhibits A-1 assign to A-16 attached hereto (individually Purchaser and collectively, the “Real Property”), together with: (a) All buildings, improvements and other structures presently located on the Real Property (the “Improvements”), provided, however, that “Improvements” Purchaser shall not include any fixtures or other improvements owned by “Tenants” (as hereinafter defined); (b) All personal property (excluding cash and software) owned by Seller, if any, located in or on, and used exclusively in connection with the operation of, the Real Property or the Improvements (the “Personal Property”); (c) Any and purchase all of Seller’s right, title and interest of Seller in and the following described property (all of which is hereinafter collectively referred to the leases, licenses and occupancy agreements covering all or any portion of the Real Property or Improvements (as the “LeasesProperty”)): (a) that certain tract of real estate containing approximately 49.801 acres located in the City of Selma, including any guaranties thereof Gxxxxxxxx County, State of Texas, which real estate is legally described in the attached Exhibit A-1, together with all and any security deposits thereunder in Seller’s possession at singular the easements, covenants, agreements, rights, privileges, tenements, hereditaments and appurtenances thereunto now or hereafter belonging or appertaining thereto (collectively, the “Closing” (as hereinafter definedLand”); and (db) Any and all of Seller’s right, title and interest of Seller (whether now or hereafter existing) in and to any land lying in the bed of any street, alley, road or avenue (whether open, closed or proposed) within, in front of, behind or otherwise adjoining the Land or any of it, and all right, title and interest of Seller (whether now or hereafter existing) in and to any award made or to be made as a result or in lieu of condemnation, and in and to any award for damage to the property or any part thereof by reason of casualty (all of the following existing at foregoing being included within the Closing term “Land”); and (c) all of the buildings, structures, fixtures, facilities, installations and other improvements of every kind and description now or hereafter in, on, over and under the Land, including, without limitation, any and all plumbing, air conditioning, heating, ventilating, mechanical, electrical and other utility systems, parking lots and facilities, landscaping, roadways, sidewalks, swimming pools and other recreational facilities, security devices, signs and light fixtures (collectively, the “Improvements”) (the “Intangibles”): (i) subject to Paragraph 3(a)(v), all assignable contracts Land and agreements and utility contracts (the “Operating Agreements”) relating to the leasing, operation, maintenance or repair of the Real Property, Improvements or Personal Property; (ii) all assignable warranties and guaranties issued to Seller in connection with the Improvements or the Personal Property; (iii) all assignable permits, licenses, approvals and authorizations issued by any governmental authority in connection with the Real Property; (iv) all assignable drawings, plans, building permits, surveys and certificates of occupancy relating to the Real Property or the Personal Property, if any; and (v) all assignable trademarks, trade names and websites relating to the Real Property, if any. The Real Property, Improvements, Personal Property, Leases and Intangibles are being collectively referred to hereinafter for a specific property as a “Property” and collectively as the “PropertiesPremises”).

Purchase and Sale of Property. Subject to and in accordance with the ----------------------------- terms and provisions of this Agreement, Seller hereby agrees to sell, sell to Purchaser and Buyer Purchaser hereby agrees to acquire, upon the terms and conditions herein stated, that certain portfolio of Properties listed on Schedule 1 attached hereto and more particularly described in Exhibits A-1 to A-16 attached hereto (individually and collectivelypurchase from Seller, the “Real Property”), together withwhich term "Property" shall mean and include the following: (a) All buildings, improvements and other structures presently located on the Real Property that tract or parcel of land (the “Improvements”)"Land") known as Xxxx 0 xxx 0, providedXxxxxxxxxx Xxxxxxx Xxxxx, howeverper Book 390 of Maps, that “Improvements” shall not include any fixtures or other improvements owned by “Tenants” (as hereinafter defined);page 33, records of Maricopa County, Arizona, containing approximately 8.8375 acres, having an address of 00000 X. Xxxx Xxxxxxxxx, Xxxxxxxxxx, Xxxxxxx, and being more particularly described on Exhibit "A" hereto; and ----------- (b) All personal property (excluding cash right, title and software) owned by interest of Seller in and to all rights, privileges, and easements appurtenant to the Land, including all water rights, mineral rights, reversions, or other appurtenances to said Land, and all right, title, and interest of Seller, if any, located in and to any land lying in the bed of any street, road, alley, or onright-of-way, and used exclusively in connection with open or proposed, adjacent to or abutting the operation of, the Real Property or the Improvements (the “Personal Property”);Land; and (c) Any and all of Seller’s All right, title and interest of Seller in and to all buildings, structures, and improvements situated on the leasesLand, licenses including, without limitation, that certain two story office building containing approximately 129,689 square feet of leasable space, the parking areas containing approximately 523 parking spaces and occupancy agreements covering other amenities located on the Land, and all or any portion apparatus, built-in appliances, equipment, pumps, machinery, plumbing, heating, air conditioning, electrical and other fixtures located on the Land (all of which are herein collectively referred to as the Real Property or Improvements (the “Leases”), including any guaranties thereof and any security deposits thereunder in Seller’s possession at “Closing” (as hereinafter defined"Improvements"); and (d) Any all personal property now owned by Seller and located on or to be located on or in, or used in connection with, the Land and Improvements ("Personal Property"); and (e) all of Seller’s 's right, title title, and interest, as landlord or lessor, in and to that certain Single Tenant Lease Agreement with The Dial Corporation, a Delaware corporation (the "Tenant") dated March 21, 1997, as amended by letter dated August 7, 1997 (the"Lease"); and (f) all of Seller's right, title, and interest in and to the plans and specifications with respect to the Improvements and any guarantees, trademarks, rights of copyright, warranties, or other rights related to the ownership of or use and operation of the following existing at the Closing (the “Intangibles”): (i) subject to Paragraph 3(a)(v), all assignable contracts and agreements and utility contracts (the “Operating Agreements”) relating to the leasing, operation, maintenance or repair of the Real Property, Improvements or Personal Property; (ii) all assignable warranties and guaranties issued to Seller in connection with the Improvements or the Personal Property; (iii) all assignable permits, licenses, approvals and authorizations issued by any governmental authority in connection with the Real Property; (iv) all assignable drawings, plans, building permits, surveys and certificates of occupancy relating to the Real Property or the Personal Property, if any; and (v) all assignable trademarks, trade names and websites relating to the Real Property, if any. The Real Property, ImprovementsLand, Personal Property, Leases or Improvements, all governmental licenses and Intangibles are collectively referred to hereinafter for a specific property as a “permits, and all intangibles associated with the Land, Personal Property” , and collectively as Improvements, including the “Properties”name of the Improvements and the logo therefor, if any.

Purchase and Sale of Property. Seller hereby agrees Subject to sell, and Buyer hereby agrees to acquire, upon in accordance with the terms and conditions herein statedset forth in this Agreement, that Purchaser shall purchase from Seller and Seller shall sell to Purchaser those certain portfolio parcels of Properties listed on Schedule 1 attached hereto and more particularly described in Exhibits A-1 to A-16 attached hereto real estate (individually and collectively, the “Real Property”), in the City of Emeryville, County of Alameda, State of California, which parcels are more particularly described in attached Exhibit A and upon which is located an office building commonly known as “EMERYVILLE OFFICE TOWER IV,” together with: with (a) All buildingsall buildings and improvements located thereon, improvements and other structures any and all of Seller’s rights, easements, licenses and privileges presently located on thereon or appertaining to each of the Real Property foregoing parcels, excluding any property owned by tenants (the “Improvements”), provided, however, that “Improvements” shall not include any fixtures or other improvements owned by “Tenants” (as hereinafter defined); ; (b) All personal property (excluding cash and software) owned by Seller, if any, located in or on, and used exclusively in connection with the operation of, the Real Property or the Improvements (the “Personal Property”); (c) Any and all of Seller’s right, title and interest in and to the leases, licenses and occupancy agreements covering all or any portion of and license agreements affecting the Real Property or Improvements any part thereof (the “Leases”); (c) all furniture, including furnishings, fixtures, equipment and other tangible personal property owned by Seller, located on the Property and used solely in connection therewith, but specifically excluding any guaranties thereof and all computer hardware and software (the “Tangible Personal Property”), lists of which are attached hereto as Exhibit B; (d) all right, title and interest of Seller under any security deposits thereunder and all of the maintenance, service, leasing, brokerage, advertising and other like contracts and agreements with respect to the ownership and operation of the Property (excluding contracts designated as “National” or “Regional” service contracts) (the “Service Contracts”), lists of which are attached hereto as Exhibit C; all to the extent applicable to the period from and after the Closing Date (as defined in Seller’s possession at Section 4 below), except as expressly set forth to the contrary in this Agreement. Items (a) through (d) above, together with the Real Property, are collectively referred to in this Agreement as the “ClosingProperty”; provided, however, the term “Property” expressly excludes all property owned by tenants or other users or occupants of the Property, all rights with respect to any refund of taxes applicable to any period prior to the Closing Date (as defined in Section 4 below), all rights to any insurance proceeds or settlements for events occurring prior to Closing (subject to Section 5 below) and all property in the management office of the Property owned by the Property Manager (as hereinafter defined); and (d) Any and all of Seller’s right, title and interest in and to any of the following existing at the Closing (the “Intangibles”): (i) subject to Paragraph 3(a)(v), all assignable contracts and agreements and utility contracts (the “Operating Agreements”) relating to the leasing, operation, maintenance or repair of the Real Property, Improvements or Personal Property; (ii) all assignable warranties and guaranties issued to Seller in connection with the Improvements or the Personal Property; (iii) all assignable permits, licenses, approvals and authorizations issued by any governmental authority in connection with the Real Property; (iv) all assignable drawings, plans, building permits, surveys and certificates of occupancy relating to the Real Property or the Personal Property, if any; and (v) all assignable trademarks, trade names and websites relating to the Real Property, if any. The Real Property, Improvements, Personal Property, Leases and Intangibles are collectively referred to hereinafter for a specific property as a “Property” and collectively as the “Properties”.

Purchase and Sale of Property. Subject to and in accordance with the ----------------------------- terms and provisions of this Agreement, Seller hereby agrees to sell, sell to Purchaser and Buyer Purchaser hereby agrees to acquire, upon the terms and conditions herein stated, that certain portfolio of Properties listed on Schedule 1 attached hereto and more particularly described in Exhibits A-1 to A-16 attached hereto (individually and collectivelypurchase from Seller, the “Real Property”), together withwhich term "Property" shall mean and include the following: (a) All buildingsall that tract or parcel of land located in Farmers Branch, improvements Dallas County, Texas containing approximately 4.864 acres, and other structures presently located being more particularly described on Exhibit "A" attached hereto and by this reference made a part hereof (herein referred to as the Real Property (the “Improvements”"Land"), provided, however, that “Improvements” shall not include any fixtures or other improvements owned by “Tenants” (as hereinafter defined);; and (b) All personal property (excluding cash all rights, privileges, and software) owned by easements appurtenant to the Land, including, without limitation, the Easement Estate described in the Reciprocal Easement Agreement recorded in Volume 96157, page 0000, Xxxx Xxxxxxx, Xxxxxx Xxxxxx, Xxxxx, and all water rights, mineral rights, reversions, or other appurtenances to said Land, and all right, title, and interest of Seller, if any, located in and to any land lying in the bed of any street, road, alley, or onright-of-way, and used exclusively in connection with open or proposed, adjacent to or abutting the operation of, the Real Property or the Improvements (the “Personal Property”);Land; and (c) Any all buildings, structures, and improvements situated on the Land, and all apparatus, built-in appliances, equipment, pumps, machinery, plumbing, heating, air conditioning, elevators, electrical and other fixtures owned by Seller and located on or to be located on the Land (all of which are herein collectively referred to as the "Improvements"); and (d) all of Seller’s 's right, title title, and interest interest, as landlord or lessor, in and to the leases, licenses and occupancy agreements covering all or any portion of the Real Property or Improvements (the “Leases”), including any guaranties thereof and any security deposits thereunder in Seller’s possession at “Closing” Lease (as hereinafter defined); and (de) Any and all of Seller’s 's right, title title, and interest interest, if any, in and to the plans and specifications with respect to the Improvements and any guarantees, trademarks, rights of copyright, warranties, or other rights related to the ownership of or use and operation of the following existing at the Closing (the “Intangibles”): (i) subject to Paragraph 3(a)(v)Land or Improvements, all assignable contracts governmental licenses and agreements and utility contracts (the “Operating Agreements”) relating to the leasing, operation, maintenance or repair of the Real Property, Improvements or Personal Property; (ii) all assignable warranties and guaranties issued to Seller in connection with the Improvements or the Personal Property; (iii) all assignable permits, licenses, approvals and authorizations issued by any governmental authority in connection with the Real Property; (iv) all assignable drawings, plans, building permits, surveys and certificates of occupancy relating to the Real Property or the Personal Propertypersonal property, if any; , and (v) all assignable trademarksintangibles associated with the Land and Improvements, trade names including the name of the Improvements and websites relating to the Real Propertylogo therefor, if any. The Real Property, Improvements, Personal Property, Leases and Intangibles are collectively referred to hereinafter for a specific property as a “Property” and collectively as the “Properties”.

Purchase and Sale of Property. Seller hereby agrees In consideration of the Purchase Price (hereinafter defined in Paragraph 2) and subject to sell, and Buyer hereby agrees to acquire, upon the terms and conditions herein statedhereinafter set forth, that certain portfolio of Properties listed on Schedule 1 attached hereto Seller shall sell to Buyer, and more particularly described in Exhibits A-1 to A-16 attached hereto Buyer shall purchase from Seller, the following property (individually and collectively, the “Real "Property”), together with") as follows: (a) All buildingsThe real property located in Henderson County, improvements Nevada, being more fully described on EXHIBIT "A" attached hereto and other structures presently located on the Real Property made a part hereof for all purposes (the “Improvements”"Land"), providedtogether with all and singular the rights and appurtenances pertaining to the Land, howeverincluding, that “Improvements” shall not include without limitation, any fixtures and all mineral interests and riparian rights, adjacent roads, streets, alleys, easements, strips and gores, and rights-of-way to, from or other improvements owned by “Tenants” adjacent to the Land, all rights of ingress and egress thereto (as hereinafter definedcollectively, the "Appurtenant Rights"); (b) All personal property Any and all buildings, structures and improvements situated, erected or constructed upon the Land (excluding cash and software) owned by Seller, if any, located in or on, and used exclusively in connection with the operation ofcollectively, the Real Property or the Improvements (the “Personal Property”"Improvements"); (c) Any and all mechanical systems and fixtures placed or installed on or about the Land or the Improvements and used as a part of or in connection with the Property, including, without limitation, de-humidifiers and HVAC equipment associated with "clean" and "dry" rooms, signs, carpeting, all heating, lighting, plumbing, water, sewer, ventilating, exhaust, electrical, gas, refrigeration, air-conditioning, fire protection, communications (excluding Seller’s 's the telephone system), security and life/safety fixtures, equipment and systems; all water heaters, furnaces, heating controls, motors and boiler pressure systems and equipment; all incinerating, disposal, cleaning, maintenance, janitorial and landscaping equipment; all fuels and all appliances; and all existing surveys and blueprints, as all of the foregoing may be located in, on, about or used in connection with the Land or the Improvements; but only to the extent such items are owned by Seller, are in Seller's possession or control, and are transferable (collectively, the "Personal Property"); (d) All right, title and interest of Seller, if any, in and to the leases, licenses and occupancy agreements covering all or any portion of the Real Property or Improvements (the “Leases”), including any guaranties thereof and any security deposits thereunder in Seller’s possession at “Closing” (as hereinafter defined); and (d) Any and all of Seller’s right, title and interest in and to any of the following existing at the Closing (the “Intangibles”): (i) subject to Paragraph 3(a)(v), any and all assignable contracts warranties, guarantees and agreements and utility contracts bonds, express or implied (the “Operating Agreements”"Warranties and Guaranties") relating to the leasing, operation, maintenance or repair of the Real Property, Improvements or Personal Property; (ii) all assignable warranties and guaranties issued to Seller in connection with the Land, Improvements or the Personal Property; and (iiiii) all assignable permitscertificates, permits (excluding any and all air pollution control permits issued to Seller), licenses, authorizations and approvals and authorizations issued by any governmental authority in connection with the Real Property; (iv) all assignable drawings, plans, building permits, surveys and certificates of occupancy relating or pertaining to the Real Property or the Land, Improvements and Personal Property, if any; and (v) all assignable trademarks, trade names and websites relating to the Real Propertyextent the same are assignable (collectively, if any. The Real Propertythe "Permits"); to the extent same are transferable (collectively, Improvements, Personal Property, Leases and Intangibles are collectively referred to hereinafter for a specific property as a “Property” and collectively as the “Properties”"Intangibles").

Purchase and Sale of Property. (a) Seller hereby agrees to sellsell and Purchaser agrees to purchase all of those certain parcels of real land, located on Xxxxxxxxx Avenue and LaMartine Avenue, in Yonkers, Westchester County, New York, comprising one and one fifth (1.2) acres, more or less, as more fully described in the legal description attached hereto as Exhibit A and hereby incorporated (as described, the “Land”), together with (i) all and singular, the rights, air rights, easements, rights-of-way, tenements, and Buyer hereby agrees hereditaments appertaining thereto, (ii) all right, title, and interest of the Seller in and to acquireadjacent streets, upon easements, privileges, alleys, or rights-of-way now or hereafter belonging to or inuring to the terms benefit of the Land, (iii) all right, title and conditions herein statedinterest of Seller in and to the land lying in the bed of any street, that certain portfolio road or highway (open or proposed) in front of, adjoining or servicing the Property (all of Properties listed on Schedule 1 attached hereto which shall be deemed part of the Property for the purpose of this Agreement), and more particularly (iv) all improvements erected or placed thereon (the “Improvements”)(the Land, the Improvements, and the above-described in Exhibits A-1 to A-16 attached hereto (individually and collectively, rights being collectively the “Real Property”), together with:with the assets described in § 1 (b) below. (ab) All buildingsAs used herein, improvements the assets to be conveyed hereunder (the “Property”) shall include the full right, title, and interest of the Seller in and to all of the following: (i) the Real Property; (ii) any and all leases and other structures presently located on occupancy agreements for the Real Property (the each a “Improvements”), provided, however, that “ImprovementsLease” shall not include any fixtures or other improvements owned by “Tenants” (as hereinafter defined); (b) All personal property (excluding cash and software) owned by Seller, if any, located in or on, and used exclusively in connection with the operation of, the Real Property or the Improvements (the “Personal Property”); (c) Any and all of Seller’s right, title and interest in and to the leases, licenses and occupancy agreements covering all or any portion of the Real Property or Improvements (the together “Leases”), including any guaranties thereof and any security deposits thereunder in Seller’s possession at “Closing” under such agreements; (as hereinafter defined); and (diii) Any and all of Seller’s right, title title, and interest in and to any of improvements and modifications, additions, restorations, repairs and replacements to the following existing at Property; (iv) any fixtures and any personalty on the Closing Property on the Settlement Date (the “Intangibles”): (i) subject to Paragraph 3(a)(vas hereinafter defined), all assignable contracts and agreements and utility contracts (personal property included within the Property being referred to herein as the “Operating Agreements”Personal Property” (v) relating to the leasingall right, operationtitle, maintenance or repair and interest of the Real PropertySeller in and to all inchoate rights, Improvements appurtenances, privileges and easements belonging or Personal Property; pertaining thereto including all marketing materials, budgets and pricing information for any improvements in Seller’s possession (iivi) all assignable warranties and guaranties issued to deposits which have been placed by Seller in connection with approvals for the Improvements or development of the Personal Property; (iiivi) all assignable permits, licenses, existing approvals and authorizations permits issued by City of Yonkers, Westchester County, New York, or any other governmental authority in connection with the Real Property; body having jurisdiction; (ivvii) all assignable drawingsengineering and technical plans and studies performed thereon in Seller’s possession or control including those listed on Exhibit B, plansattached hereto and made a part hereof; (viii) all trees, building permitsshrubbery, surveys and certificates plants, and all sand, gravel, dirt, water rights, minerals, oil and natural gas in, on, or under the Property on the Effective Date; and (ix) any and all insurance policies, service contracts, maintenance and repair agreements, and other similar contracts affecting the construction, operation, or maintenance of occupancy relating the Improvements (collectively the “Contracts”), other than the Purchase and Sale Agreement Xxxxxxxxx Ave. Yonkers. (November 2005) • Page 2 Enclaves Group, Inc. Rejected Contracts (as defined herein); and (x) any and all warranties and guarantees claims (if any and to the extent assignable) under or with respect to the Contracts or the foregoing personal property, or with respect to any construction of or repairs to the Real Property or the Personal Property, if any; and (v) all assignable trademarks, trade names and websites relating to the Real Property, if any. The Real Property, Improvements, Personal Property, Leases and Intangibles are collectively referred to hereinafter for a specific property as a “Property” and collectively as the “Properties”any part thereof.

Purchase and Sale of Property. Seller hereby agrees Subject to sell, and Buyer hereby agrees to acquire, upon in accordance with the terms and conditions herein statedset forth in this Agreement, that Purchaser shall purchase from Seller and Seller shall sell to Purchaser (a) a certain portfolio parcel of Properties listed on Schedule 1 attached hereto and more particularly described in Exhibits A-1 to A-16 attached hereto real estate (individually and collectively, the “Real Property”)) in the City of Minneapolis, together with: County of Hennepin, State of Minnesota, which parcel is more particularly described in attached Exhibit A, and upon which is located an office building commonly known as “US BANCORP CENTER;” (ab) All all rights, privileges and easements appurtenant to the Real Property, including all water rights, mineral rights, development rights, air rights, reversions or other appurtenances to said Real Property, and all right, title, and interest of Seller, if any, in and to any land lying in the bed of any street, road, alley or right-of-way, open or proposed, adjacent to or abutting the Real Property; (c) all buildings, structures and improvements situated on the Real Property, including, without limitation, that certain office building containing approximately 929,694 square feet of rentable floor area, all parking areas and other structures presently amenities, and all apparatus, elevators, escalators, built-in appliances, equipment, pumps, machinery, plumbing, heating, air conditioning, electrical and other fixtures located on the Real Property (collectively the “Improvements”), provided, however, that “Improvements” shall not include any fixtures or other improvements owned by “Tenants” ; (as hereinafter defined); (bd) All personal property (excluding cash and software) owned by Seller, if any, located in or on, and used exclusively in connection with the operation of, the Real Property or the Improvements (the “Personal Property”); (c) Any and all of Seller’s right, title and interest in and to the leases, licenses and occupancy agreements covering all and license agreements affecting the Property or any portion of the Real Property or Improvements part thereof described on Exhibit Q (collectively, the “Leases”); (e) all furniture, including any guaranties thereof furnishings, fixtures, equipment and any security deposits thereunder other tangible personal property owned by Seller, located on the Real Property and used in Seller’s possession at connection therewith (the “Closing” Tangible Personal Property”), including, without limitation, the items set forth and described in the list attached hereto as Exhibit B, (as hereinafter defined); and (df) Any and all of Seller’s right, title and interest of Seller under any and all of the maintenance, service and other like contracts and agreements with respect to the maintenance and operation of the Property (excluding contracts affecting the Property and other properties) (the “Service Contracts”), a list of which is attached hereto as Exhibit C (the contracts and agreements which are excluded because they affect other properties being denoted as “(National Contract)” on Exhibit C); and (g) to the extent assignable, all right, title and interest of Seller (if any) in and to any of the following existing at the Closing (the “Intangibles”): (i) subject to Paragraph 3(a)(v), all assignable contracts plans and agreements and utility contracts (the “Operating Agreements”) relating specifications with respect to the leasingImprovements, operationany guarantees, maintenance trademarks, rights of copyright, warranties or repair other rights solely related to the ownership of or use and operation of the Real Property, Improvements or Tangible Personal Property, or Improvements, and all governmental licenses and permits associated with the Real Property, Tangible Personal Property, and Improvements, including any rights, if any, in the name “U.S. Bancorp Center” and the logo therefor, if any. Items (a) through (g) above, are collectively referred to in this Agreement as the “Property”; provided, however, the term “Property” expressly excludes (i) all trade fixtures and personal property owned by tenants or other users or occupants of the Property, (ii) all assignable warranties and guaranties issued rights with respect to Seller any refund of taxes applicable to the period prior to Closing (as defined in connection with the Improvements or the Personal Property; Section 4 below), (iii) all assignable permitsrights to any insurance proceeds or settlements for events occurring prior to Closing (subject to Section 5 below), licenses, approvals and authorizations issued by any governmental authority in connection with the Real Property; (iv) all assignable drawingsproperty in the management office of the Property owned by the Property Manager (hereinafter defined) and identified on Exhibit B-1 attached hereto, plans, building permits, surveys and certificates of occupancy relating to the Real Property or the Personal Property, if any; and (v) all assignable trademarks, trade names tradenames, rights of copyright and websites other intangible property in any way not relating to the Real Propertyownership of or use and operation of the Property (including, if any. The Real Propertywithout limitation, Improvementsrights in the names “Equity Office”, Personal Property“EOP”, Leases and Intangibles are collectively referred to hereinafter for a specific property as a “PropertyMN-Nicollet Mall, L.L.C.” and collectively as the “Properties”any logos therefor.

Purchase and Sale of Property. Seller hereby agrees Subject to sell, and Buyer hereby agrees to acquire, upon in accordance with the terms and conditions herein statedset forth in this Agreement, that Purchaser shall purchase from each Seller and each Seller shall sell to Purchaser those certain portfolio parcels of Properties listed on Schedule 1 attached hereto and real estate (collectively, the "Real Property") more particularly described in Exhibits A-1 to A-16 attached hereto Exhibit A, together with (individually a) all buildings and improvements thereon owned by each Seller, and any and all of each Seller’s rights, easements, licenses and privileges presently thereon or appertaining thereto (collectively, the “Real Property”"Improvements"), together with: (a) All buildings, improvements and other structures presently located on the Real Property (the “Improvements”), provided, however, that “Improvements” shall not include any fixtures or other improvements owned by “Tenants” (as hereinafter defined); ; (b) All personal property (excluding cash and software) owned by Seller, if any, located in or on, and used exclusively in connection with the operation of, the Real Property or the Improvements (the “Personal Property”); (c) Any and all of each Seller’s right, title and interest in in, to and to the under all leases, licenses and occupancy agreements covering all or any portion of and license agreements affecting the Real Property or Improvements (the “Leases”)any part thereof, including any guaranties all amendments and modifications thereto and all guarantees thereof and amendments thereto, which are listed in Exhibit H attached hereto and all other leases, occupancy agreements and license agreements entered into in accordance with this Agreement after the Effective Date (collectively, the "Leases") and all deposits, including security deposits, and prepaid rent, if any, thereunder; (c) all furniture, furnishings, fixtures, equipment and other tangible personal property owned, but not leased, by each Seller and either located on the Real Property or used solely in connection therewith, but specifically excluding any security deposits thereunder in Seller’s possession at “Closing” and all computer hardware and software (as hereinafter definedcollectively, the "Tangible Personal Property"); and and (d) Any and all of each Seller’s right, title and interest interest, to the extent transferable, in and to any of the following existing at the Closing (the “Intangibles”): (i) subject all approvals, entitlements, licenses, permits and the right to Paragraph 3(a)(v)use the name, all assignable contracts (A) in the case of TPG Great Hills, "Great Hills Plaza", (B) in the case of TPG-Westech, "Westech 360") and agreements (C) in the case of TPG-Park 22, "Park Centre" and utility contracts (the “Operating Agreements”ii) relating to the leasingextent in a Seller’s possession, any blueprints, plans, specifications, maps or drawings, but only to the extent that the same is now used in connection with the operation, maintenance ownership, maintenance, management or repair occupancy of the Real Property (and not to any other property owned by a Seller or its affiliates) (collectively, the "Intangible Personal Property"). Items (a) through (d) above, together with the Real Property, Improvements or Personal Property; (ii) all assignable warranties and guaranties issued to Seller in connection with the Improvements or the Personal Property; (iii) all assignable permits, licenses, approvals and authorizations issued by any governmental authority in connection with the Real Property; (iv) all assignable drawings, plans, building permits, surveys and certificates of occupancy relating to the Real Property or the Personal Property, if any; and (v) all assignable trademarks, trade names and websites relating to the Real Property, if any. The Real Property, Improvements, Personal Property, Leases and Intangibles are collectively referred to hereinafter for a specific property as a “Property” and collectively as the “Properties”"Property" (individually or collectively, as the context so requires). Notwithstanding the foregoing, the term "Property" expressly excludes all property owned by tenants or other users or occupants of the Property, all rights with respect to any refund of taxes applicable to any period prior to the Closing Date (as defined in Section 4 below), all rights to any insurance proceeds or settlements for events occurring prior to Closing (subject to Section 5 below), all property in the management offices of the Property owned by the Property Manager (hereinafter defined), and all rights with respect to any refund of electricity taxes applicable to any period prior to the Closing Date.

Purchase and Sale of Property. Seller hereby agrees to sell, and Buyer hereby agrees to acquire, upon the terms and conditions herein stated, that certain portfolio real property located in the City of Properties listed on Schedule 1 attached hereto and Rancho Xxxxxxxxx, County of Los Angeles, State of California, which is more particularly described in Exhibits A-1 to A-16 attached hereto Exhibit A (individually and collectively, the “Real Property”), together with: (a) All buildings, improvements and other structures presently located on the Real Property (the “Improvements”), ; provided, however, that “Improvements” shall not include any fixtures or other improvements owned by “Tenants” (as hereinafter defined); (b) All personal property (excluding cash and software) owned by Seller, if any, located in or on, and used exclusively in connection with the operation of, the Real Property or the Improvements (the “Personal Property”); (c) Any and all of Seller’s right, title and interest in and to the leases, licenses and occupancy agreements agreements, including amendments thereto, covering all or any portion of the Real Property or Improvements (collectively the “Leases”) to the extent such Leases are in effect at “Closing” (as hereinafter defined), including any guaranties thereof and any security deposits thereunder in Seller’s possession at “Closing” (as hereinafter defined); and (d) Any and all of Seller’s right, title and interest in and to any of the following existing at the Closing (the “Intangibles”): (i) subject to Paragraph 3(a)(v), all assignable contracts and agreements and utility contracts (collectively, the “Operating Agreements”) relating to the leasing, operation, maintenance or repair of the Real Property, Improvements or Personal Property; , (ii) all assignable warranties and guaranties issued to Seller in connection with the Improvements or the Personal Property; , (iii) all assignable permits, licenses, approvals and authorizations issued by any governmental authority in connection with the Real Property; , and (iv) all assignable drawings, plans, building permits, surveys the non‑exclusive use of the names “Rancho Pacifica Industrial Park” and certificates of occupancy relating “Rancho Pacifica Park” (the property described in this Paragraph 1(d) being sometimes herein referred to collectively as the Real Property or the Personal Property, if any; and (v) all assignable trademarks, trade names and websites relating to the Real Property, if any“Intangibles”). The Real Property, Improvements, Personal Property, Leases and Intangibles are collectively referred to hereinafter for a specific property as a “Property” and collectively as the “PropertiesProperty.”.

Purchase and Sale of Property. (a) Seller hereby agrees to sellsell and Purchaser agrees to purchase all of those certain parcels of real land, bounded by Mxxxxxxxx Xxxxxx xxx Xxxxxxxx Xxxxxx Xxxx comprising approximately One Hundred Sixteen (116) acres, located in the Town of Mansfield, Tolland County, Connecticut, as more fully described in the legal description attached hereto as Exhibit A and hereby incorporated (as described, the “Land”), together with (i) all and singular, the rights, air rights, easements, rights-of-way, tenements, and Buyer hereby agrees hereditaments appertaining thereto, (ii) all right, title, and interest of the Seller in and to acquireadjacent streets, upon easements, privileges, alleys, or rights-of-way now or hereafter belonging to or inuring to the terms benefit of the Land, (iii) all right, title and conditions herein statedinterest of Seller in and to the land lying in the bed of any street, that certain portfolio road or highway (open or proposed) in front of, adjoining or servicing the Property (all of Properties listed on Schedule 1 attached hereto which shall be deemed part of the Property for the purpose of this Agreement), and more particularly (iv) all improvements erected or placed thereon (the “Improvements”)(the Land, the Improvements, and the above-described in Exhibits A-1 to A-16 attached hereto (individually and collectively, rights being collectively the “Real Property”), together with:with the assets described in § 1 (b) below. (ab) All buildingsAs used herein, improvements the assets to be conveyed hereunder (the “Property”) shall include the full right, title, and interest of the Seller in and to all of the following: (i) the Real Property; (ii) any and all leases and other structures presently located on occupancy agreements for the Real Property (the each a “Improvements”), provided, however, that “ImprovementsLease” shall not include any fixtures or other improvements owned by “Tenants” (as hereinafter defined); (b) All personal property (excluding cash and software) owned by Seller, if any, located in or on, and used exclusively in connection with the operation of, the Real Property or the Improvements (the “Personal Property”); (c) Any and all of Seller’s right, title and interest in and to the leases, licenses and occupancy agreements covering all or any portion of the Real Property or Improvements (the together “Leases”), including any guaranties thereof and any security deposits thereunder in Seller’s possession at “Closing” under such agreements; (as hereinafter defined); and (diii) Any and all of Seller’s right, title title, and interest in and to any of the following existing at the Closing (the “Intangibles”): (i) subject to Paragraph 3(a)(v)improvements, all assignable contracts fixtures, and agreements modifications, additions, restorations, repairs, and utility contracts (the “Operating Agreements”) relating replacements to the leasing, operation, maintenance or repair of the Real Property, Improvements or Personal Property; (iiiv) all assignable warranties and guaranties issued to deposits which have been placed by Seller in connection with approvals for the Improvements or development of the Personal Property; (iiiv) all assignable permits, licenses, existing approvals and authorizations permits issued by the Town of Mansfield, Tolland County, Connecticut, or any other governmental authority in connection with the Real Property; body having jurisdiction; (ivvi) all assignable drawingsengineering and technical plans and studies performed thereon in Seller’s possession or control including if applicable those listed on Exhibit B, plansattached hereto and made a part hereof; (vii) all trees, building permitsshrubbery, surveys and certificates plants, and all sand, gravel, dirt, water rights, minerals, oil and natural gas in, on, or under the Property on the Effective Date; and (viii) any and all warranties and guarantees claims (if any and to the extent assignable) under or with respect to any construction of occupancy relating or repairs to the Real Property or any part thereof (the Personal “Warranties”). (c) The parties understand and agree that the Property is not currently zoned to permit of right the construction of the number of residential units required by Purchaser for its intended use of the development site. From and after the Feasibility Period (defined in § 3 (c) below) Purchaser shall undertake at Purchase and Sale Agreement Bxxxx Xxxxxx and Fxxxxx Xxxxxx (February 2006) • Page 2 Enclaves Group, Inc. its sole expense to prepare, submit, and diligently prosecute with the offices and agencies of the Town of Mansfield, Connecticut (the “Town”), zoning and subdivision applications to allow the construction of Two Hundred Fifty (250) residential units at the Property, if any; and (v) all assignable trademarkstogether with related applications or submissions for approvals to any other state or federal agency, trade names and websites relating governmental unit, or authority exercising jurisdiction over the Property for permitting, including without limitation wetlands permits or variances, required to develop the Real Property, if anyProperty as a subdivided residential housing project comprising such units. The Real PropertySeller shall cooperate, Improvementswithout the requirement of advancing or incurring any expense, Personal Propertyand join in any proposed application requested by Purchaser. The recording of the zoning map change, Leases approved subdivision site plan, wetlands permit(s), and Intangibles other governmental approvals or permits by the Town or other agency, governmental unit, or authority are collectively referred to hereinafter for a specific property as a “Property” and collectively as together the “Properties”Final Municipal Approvals” required for closing and settlement.

Purchase and Sale of Property. A. Upon the terms and conditions hereinafter set forth, Seller hereby agrees to sell, grant and Buyer hereby convey, and Purchaser agrees to acquirepurchase and accept, upon the terms and conditions herein statedin fee simple, that certain portfolio of Properties listed on Schedule 1 attached hereto and more particularly described in Exhibits A-1 to A-16 attached hereto (individually and collectively, the “Real Property”), together with: (a) All buildings, improvements and other structures presently located on the Real Property (the “Improvements”), provided, however, that “Improvements” shall not include any fixtures or other improvements owned by “Tenants” (as hereinafter defined); (b) All personal property (excluding cash and software) owned by Seller, if any, located in or on, and used exclusively in connection with the operation of, the Real Property or the Improvements (the “Personal Property”); (c) Any and all of Seller’s 's right, title title, equity and interest in and to the leasesfollowing (the following to be collectively referred to hereinafter as the "Property"): 1. A parcel of land commonly known as 800 and 900 Xxxxxxxxx Xxxxx xxxated in the the City/Town of Scarborough, licenses County of Cumberland, State of Maine as more fully described in Exhibit A attached hereto and occupancy agreements covering incorporated herein by this reference and any privileges, rights, easements, hereditaments and appurtenances belonging to such parcel of land (collectively, the "Land"). 2. The building constructed on the Land which is being used in connection with the operation of a hotel doing business as the Residence Inn by Marriott Hotel (the "Hotel") together with all other improvements, fixtures and other items of real estate located on the Land or any portion within the building as of the Real Property or Improvements date of this Agreement (collectively, the "Improvements") (the “Leases”Land and Improvements are sometimes herein collectively referred to as the "Real Estate"). 3. Any tangible personal property, including any guaranties thereof and any security deposits thereunder in Seller’s possession at “Closing” including, without limitation, Consumables (as hereinafter defined); and (d) Any , furniture, carpets, rugs, draperies, bedspreads, linens, china, glassware, flatware, uniforms, stationery, cleaning supplies and all of Seller’s rightother guest supplies, title hotel operating equipment, telephones, computer equipment, television sets and interest in and to any of the following existing at the Closing (the “Intangibles”): (i) subject to Paragraph 3(a)(v), all assignable contracts and agreements and utility contracts (the “Operating Agreements”) relating to the leasing, operation, maintenance or repair of the Real Property, Improvements or Personal Property; (ii) all assignable warranties and guaranties issued to Seller other equipment used in connection with the Improvements ownership or operation of the Hotel whether owned or leased by Seller (collectively, the "Furnishings") and all other machinery, equipment, furnishings, signs and other tangible personal property situated in or upon or used in connection with the operation or maintenance of the Real Estate or any part thereof (and not otherwise comprising part of the Improvements), as more particularly described on the inventory list prepared by Seller and attached hereto as Exhibit B (all of which Furnishings and other property set forth in this Section are hereinafter collectively referred to as the "Tangible Personal Property; (iii) "). 4. Seller's interest in all assignable permits, licenses, approvals intangible personal property owned or possessed by Seller and authorizations issued by any governmental authority used in connection with the Real Estate or the Tangible Personal Property;, including, without limitation, the following described intangible property (hereinafter collectively referred to as the "Intangible Personal Property"): a. All licenses, certifications, authorizations, approvals and permits identified in Exhibit C attached hereto (ivthe "Licenses") all assignable drawings, plans, building permits, surveys issued or approved by any governmental authority and certificates of occupancy relating to the Real operation, ownership and maintenance of the Property or any part thereof, but only to the Personal Propertyextent such licenses are transferable under law from Seller to Purchaser. b. All written contracts and equipment leases identified in Exhibit D attached hereto which includes all service, maintenance, operating, repair, supply, purchase, consulting, professional service, advertising, promotion, public relations and other contracts and commitments with respect to the Property (hereinafter collectively referred to as "Contracts"). c. All leases, licenses, subleases, tenancies, concessions and similar agreements, and security deposits, if any; , described on Exhibit D attached hereto (hereinafter collectively referred to as "Leases"), and (v) all assignable trademarks, trade names and websites relating rights of the Seller thereunder which presently are in force with respect to the Real PropertyProperty or any part thereof. d. All guaranties and warranties, if any. The Real Property, Improvementsin effect with respect to the Property or any portion thereof, Personal Property, Leases but only to the extent such guaranties and Intangibles warranties are transferable by Seller (hereinafter collectively referred to hereinafter for a specific as "Guarantees"). 5. Copies of all plans and specifications pertaining to the Property and the construction or operation thereof (the "Plans and Specifications") to the extent the same are in Seller's possession. 6. All deposits taken from guests, groups, conventions or others, and any amounts prepaid in connection with services to be rendered after the Closing Date. B. Notwithstanding anything contained in this Agreement to the contrary, Seller shall not be obligated to sell or otherwise convey to Purchaser, and Purchaser shall not be obligated to purchase, from Seller, the following, all of which shall remain the sole and exclusive property as a “Property” of Seller (collectively, the "Excluded Items"): 1. Any right, title or interest in the name "Marriott," "Residence Inn by Marriott"and any other marks used by Marriott International, Inc. ("Marriott") and collectively as its affiliates generally in connection with the “Properties”Marriott hotel system. 2. Cash and all balances on deposit to the credit of Seller with banking institutions and all cash equivalent investments, including without limitation, any FF&E reserve accounts and any working capital account.

Purchase and Sale of Property. Seller hereby agrees to sell, convey and/or assign and Buyer hereby agrees to acquirepurchase and/or take by assignment, upon on the terms and conditions herein statedhereinafter set forth, that certain portfolio of Properties listed on Schedule 1 attached hereto and more particularly described in Exhibits A-1 to A-16 attached hereto (individually and collectively, the “Real Property”), together with: (a) All buildings, improvements and other structures presently located on the Real Property (the “Improvements”), provided, however, that “Improvements” shall not include any fixtures or other improvements owned by “Tenants” (as hereinafter defined); (b) All personal property (excluding cash and software) owned by Seller, if any, located in or on, and used exclusively in connection with the operation of, the Real Property or the Improvements (the “Personal Property”); (c) Any and all of Seller’s right, title and interest in and to that certain building and all other structures, improvements, parking areas, landscaping improvements and other amenities (collectively, the leases“Improvements”) situated on and together with those certain tracts or parcels of land more particularly described on Exhibit B attached hereto (collectively the “Land”), licenses with common names and occupancy agreements covering all street addresses as contained on Exhibit A, and subject to and including the following; a. subject to the terms of (i) a space lease with Seller (or any portion of Seller’s designee) as tenant for the Real Property premises currently occupied by Seller (or Improvements its affiliate) to be leased back by Seller at Closing, such lease to be in the form substantially the same as Exhibit C (the “LeasesSpace Lease”), including any guaranties thereof and any security deposits thereunder in Seller’s possession at “Closing” (as hereinafter defined); and (d) Any and all of Seller’s right, title and interest in and to any of the following existing at the Closing (the “Intangibles”): (i) subject to Paragraph 3(a)(v), all assignable contracts and agreements and utility contracts (the “Operating Agreements”) relating to the leasing, operation, maintenance or repair of the Real Property, Improvements or Personal Property; (ii) all assignable warranties third party leases as further described in the rent roll attached as Exhibit D an incorporated herein by reference (the “Third Party Leases”); b. including all rights, privileges, and guaranties issued easements appurtenant to the Improvements, including all water and air rights, rights of way, roadways, parking areas, roadbeds, drainage rights, alleyways or other appurtenances used in connection with the Improvements and the Land; and c. including all personal property, if any, now owned or hereafter acquired by the Seller and located on or to be located on or in or used in connection with the Improvements or the Land (collectively, the “Personal Property; (iii) all assignable permits, licenses, approvals ”). Buyer and authorizations issued by any governmental authority in connection Seller acknowledge and agree that the Personal Property to be conveyed with the Real Property; Franciscan Health Port Clinic in Tacoma, Washington (ivdescribed as item 1 on Exhibit A) all assignable drawingsis itemized and valued as specifically set for in the attached Schedule 1. The leasehold interests the Space Lease and the Third Party Leases, plansthe fee interest in the Land, building permits, surveys the Improvements and certificates of occupancy relating to the Real Property or the Personal Property, if any; and (v) all assignable trademarks, trade names the rights and websites relating to the Real Property, if any. The Real Property, Improvements, Personal Property, Leases and Intangibles privileges described above are collectively referred to hereinafter for a specific property herein as a the “Property” and collectively as or the “Properties.” Notwithstanding the foregoing or anything in this Agreement to the contrary, Buyer and Seller hereby acknowledge and agree that the sale of certain Properties (the “Approval Properties”.) requires approval from Catholic Health Care Federation (the “Approval”) and that the sale of certain other Properties, does not require the Approval (the “Non-Approval Properties”), all as more particularly described on Schedule 2 attached hereto. As of the

Purchase and Sale of Property. (a) Seller hereby agrees to sell, and Buyer hereby agrees to acquire, acquire upon the terms and conditions herein stated, all of Seller’s right and title to and interest in that certain portfolio real property located in the City of Properties listed on Schedule 1 attached hereto and Frisco, County of Collin, Texas, more particularly described in Exhibits A-1 Exhibit A (the “Land”), together with all of Seller’s right and title to A-16 attached hereto and interest in: (individually i) All buildings, improvements, fixtures and collectivelyother structures presently located on the Land (the “Improvements” and, collectively with the Land, the “Real Property”), together with: (a) All buildingsincluding without limitation the 202-unit independent living community known as “Parkview Frisco” having a street address of 0000 Xxxxxxxxxx Xxxxxxx, improvements and other structures presently located on the Real Property Xxxxxx, Xxxxx 00000 (the “ImprovementsCommunity”), ; provided, however, that “Improvements” Improvements shall not include any fixtures or other improvements owned by “Tenants” Tenants (as hereinafter defined) under the terms of their Leases (as hereinafter defined) or by Residents (as hereinafter defined) under the terms of their Resident Agreements (as hereinafter defined); (bii) All personal property (excluding cash and software) owned by Seller, if any, located in or on, and used exclusively in connection with the operation ownership, operation, management or maintenance of, the Real Property or the Improvements (collectively, the “Personal Property”); provided, however, that Personal Property shall not include any personal property of Tenants or of Residents; (ciii) Any and all of Seller’s right, title and interest in and to the leases, licenses and occupancy The commercial leases or rental agreements covering all or any non-residential portion of the Real Property or Improvements (the collectively, “Leases”) to the extent that they are assignable and in effect at Closing (as hereinafter defined), including any guaranties thereof and any security deposits thereunder at Closing; (iv) The resident or occupancy agreements covering any residential portion of the Real Property (collectively, the “Resident Agreements”), to the extent they are in Seller’s possession effect at “Closing” Closing (as hereinafter defined); and) including any guaranties thereof and any security deposits thereunder at Closing; (dv) Any All service contracts and agreements (other than Leases, Resident Agreements and management agreements), vending machine, telecommunications and other facilities leases, utility contracts, maintenance contracts, equipment leases and other agreements or rights related to the construction, ownership, use, operation, occupancy, maintenance, repair or development of the Property, as defined below (collectively, the “Service Contracts”), that are Assigned Service Contracts (as defined in Section 3(f) below); (vi) All privileges and easements appurtenant to the Land, including, without limitation, all of Seller’s right, title and interest interest, if any, in and to any (A) all minerals, oil, gas and other hydrocarbon substances in, on and under the Land, (B) all development rights, air rights, water rights and water stock owned by Seller relating to the Land, and (C) all easements, rights of way or other appurtenances of Seller that benefit the Land (collectively, the “Appurtenances”); and (vii) In each case to the extent that each of the following existing pertains specifically and exclusively to the Property, is assignable and is in effect at the Closing Closing, all (A) warranties and guaranties including, without limitation, contractor’s, subcontractor’s, architect’s and manufacturer’s warranties and guaranties held by Seller and given by third parties (the “Warranties”), (B) licenses, permits, certificates, entitlements, approvals, authorizations and other entitlements issued by governmental authorities (the “Permits”), (C) reports, test results, environmental assessments, surveys, plans and specifications (the “Plans”), (D) trade names, trademarks, service marks, building and property names and building signs, including without limitation, the name “Parkview Frisco (the “Trade Names”);” (E) telephone numbers, domain names and e-mail addresses; and (F) other intangible property, excluding only intangible property owned or leased by Residents, Tenants or other occupants of the Property (collectively, the “Intangibles”): (i) subject to Paragraph 3(a)(v), all assignable contracts and agreements and utility contracts (the “Operating Agreements”) relating to the leasing, operation, maintenance or repair of the Real Property, Improvements or Personal Property; (ii) all assignable warranties and guaranties issued to Seller in connection with the Improvements or the Personal Property; (iii) all assignable permits, licenses, approvals and authorizations issued by any governmental authority in connection with the Real Property;. (ivb) all assignable drawings, plans, building permits, surveys and certificates of occupancy relating to the Real Property or the Personal Property, if any; and (v) all assignable trademarks, trade names and websites relating to the Real Property, if any. The Real Property, Improvements, Personal Property, Leases Leases, Resident Agreements, Appurtenances and Intangibles are collectively referred to hereinafter for a specific property as a “Property” and collectively as the “Properties”Property.

Purchase and Sale of Property. Subject to and in accordance with the ----------------------------- terms and provisions of this Agreement, Seller hereby agrees to sell, sell to Purchaser and Buyer Purchaser hereby agrees to acquire, upon the terms and conditions herein stated, that certain portfolio of Properties listed on Schedule 1 attached hereto and more particularly described in Exhibits A-1 to A-16 attached hereto (individually and collectivelypurchase from Seller, the “Real Property”), together withwhich term "Property" shall mean and include the following: (a) All buildings, improvements and other structures presently located on the Real Property all that tract or parcel of land (the “Improvements”)"Land") located in Broward County, providedFlorida, howevercontaining approximately 12.55 acres, that “Improvements” shall not include any fixtures or other improvements owned by “Tenants” (as hereinafter defined);having an address of 0000 Xxxxxx Xxxx, Xxxxxxx, Xxxxxxx, and being more particularly described on Exhibit "A" hereto; and ---------- (b) All personal property (excluding cash all rights, privileges, and software) owned by easements appurtenant to the Land, including all water rights, mineral rights, reversions, or other appurtenances to said Land, and all right, title, and interest of Seller, if any, located in and to any land lying in the bed of any street, road, alley, or onright-of-way, and used exclusively in connection with open or proposed, adjacent to or abutting the operation of, the Real Property or the Improvements (the “Personal Property”);Land; and (c) Any all buildings, structures, and improvements situated on the Land, including, without limitation, that certain two story office building containing approximately 100,000 rentable square feet, the parking areas containing approximately 965 parking spaces and other amenities located on the Land, and all apparatus, built-in appliances, equipment, pumps, machinery, plumbing, heating, air conditioning, electrical and other fixtures located on the Land which are owned by Seller (all of Seller’s right, title and interest in and which are herein collectively referred to as the leases, licenses and occupancy agreements covering all or any portion of the Real Property or Improvements (the “Leases”), including any guaranties thereof and any security deposits thereunder in Seller’s possession at “Closing” (as hereinafter defined"Improvements"); and (d) Any all personal property, if any, now owned by Seller and located on or to be located on or in, or used in connection with, the Land and Improvements ("Personal Property"); and (e) all of Seller’s 's right, title title, and interest, as landlord or lessor, in and to that certain lease agreement (the "Lease") with Convergys Customer Management Group, Inc., an Ohio Corporation (the "Tenant") and that certain Guaranty dated August 29, 2000, by Convergys Corporation, an Ohio Corporation ("Guaranty"); and (f) all of Seller's right, title, and interest in and to any of the following existing at the Closing (the “Intangibles”): (i) subject to Paragraph 3(a)(v), all assignable contracts the plans and agreements and utility contracts (the “Operating Agreements”) relating specifications with respect to the leasingImprovements, operation, maintenance or repair of the Real Property, Improvements or Personal Property; (ii) all assignable warranties any guarantees, trademarks, rights of copyright, warranties, or other rights related to the ownership of or use and guaranties issued to Seller in connection with operation of the Improvements or the Land, Personal Property; , or Improvements, and (iii) all assignable governmental licenses and permits, licenses, approvals and authorizations issued by any governmental authority in connection all intangibles associated exclusively with the Real Property; (iv) all assignable drawings, plans, building permits, surveys and certificates of occupancy relating to the Real Property or the Personal Property, if any; and (v) all assignable trademarks, trade names and websites relating to the Real Property, if any. The Real Property, ImprovementsLand, Personal Property, Leases and Intangibles are collectively referred to hereinafter for a specific property as a “Property” and collectively as the “Properties”Improvements.

Purchase and Sale of Property. Subject to and in accordance with the ----------------------------- terms and provisions of this Agreement, Seller hereby agrees to sell, sell to Purchaser and Buyer Purchaser hereby agrees to acquire, upon the terms and conditions herein stated, that certain portfolio of Properties listed on Schedule 1 attached hereto and more particularly described in Exhibits A-1 to A-16 attached hereto (individually and collectivelypurchase from Seller, the “Real Property”), together withwhich term "Property" shall mean and include the following: (a) All buildingsall that tract or parcel of land located in the City of Louisville, improvements County of Boulder, State of Colorado containing approximately 15 acres, and other structures presently located being more particularly described on Exhibit "A" attached hereto and by this reference made a part hereof (herein referred to as the Real Property (the “Improvements”"Land"), provided, however, that “Improvements” shall not include any fixtures or other improvements owned by “Tenants” (as hereinafter defined);; and (b) All personal property (excluding cash Seller's interest in all rights, privileges, and software) owned by easements appurtenant to the Land, including all water rights, mineral rights, reversions, or other appurtenances to said Land, and all right, title, and interest of Seller, if any, located in and to any land lying in the bed of any street, road, alley, or onright-of-way, and used exclusively in connection with open or proposed, adjacent to or abutting the operation of, the Real Property or the Improvements (the “Personal Property”);Land; and (c) Any all buildings, structures, and improvements situated on the Land, including, without limitation, that certain two story office/production building containing approximately 106,750 square feet of space (including approximately 50,300 square feet of office space), the parking areas containing approximately 500 parking spaces and other amenities constructed on the Land, and all apparatus, built-in appliances, equipment, pumps, machinery, plumbing, heating, air conditioning, electrical and other fixtures owned by Seller and located on or to be located on the Land (all of which are herein collectively referred to as the "Improvements"); and (d) all personal property owned by Seller and located on or to be located on or in, or used in connection with, the Land and Improvements (all of which are herein collectively referred to as the "Personal Property"); and (e) all of Seller’s 's right, title title, and interest interest, as landlord or lessor, in and to the leases, licenses and occupancy agreements covering all or any portion of the Real Property or Improvements (the “Leases”), including any guaranties thereof and any security deposits thereunder in Seller’s possession at “Closing” Lease (as hereinafter defined); and (df) Any and all of Seller’s 's right, title title, and interest interest, if any, in and to the plans and specifications with respect to the Improvements and any guarantees, trademarks, rights of copyright, warranties, or other rights related to the ownership of or use and operation of the following existing at the Closing (the “Intangibles”): (i) subject to Paragraph 3(a)(v), all assignable contracts and agreements and utility contracts (the “Operating Agreements”) relating to the leasing, operation, maintenance or repair of the Real Property, Improvements or Personal Property; (ii) all assignable warranties and guaranties issued to Seller in connection with the Improvements or the Personal Property; (iii) all assignable permits, licenses, approvals and authorizations issued by any governmental authority in connection with the Real Property; (iv) all assignable drawings, plans, building permits, surveys and certificates of occupancy relating to the Real Property or the Personal Property, if any; and (v) all assignable trademarks, trade names and websites relating to the Real Property, if any. The Real Property, ImprovementsLand, Personal Property, Leases or Improvements, all governmental licenses and Intangibles are collectively referred to hereinafter for a specific property as a “permits, and all intangibles associated with the Land, Personal Property” , and collectively as Improvements, including Seller's interest in the “Properties”name of the Improvements and the logo therefor, if any.

Purchase and Sale of Property. Seller hereby agrees Subject to sell, and Buyer hereby agrees to acquire, upon the terms and conditions herein statedof this Agreement (including, that certain portfolio of without limitation, Section 13(B)), Seller shall sell and convey, or shall cause its Subsidiaries to sell and convey, and Purchaser shall purchase, the Properties listed as specified on Schedule 1 attached hereto opposite the names of the Seller and more particularly described in Exhibits A-1 to A-16 attached hereto its Subsidiaries. Each parcel of property set forth on Schedule 1 (individually each, a "Property" and collectively, the “Real Property”"Properties") shall consist of: (A) all right, title and interest of Seller or its Subsidiaries, as applicable, in and to those certain tracts of real estate described on the attached Schedule 1, upon which are situated certain buildings, garages or other improvements, which real estate is legally described in the attached Schedule 1(A), together with:with all and singular easements, covenants, agreements, rights, privileges, tenements, hereditaments and appurtenances thereunto now or hereafter belonging or appertaining thereto (collectively, the "Land"); and (aB) All all right, title and interest of Seller or its Subsidiaries, as applicable, in and to any land lying in the bed of any street, alley, road or avenue (whether open, closed or proposed) adjoining the Land or any of it (all of the foregoing being included within the term "Land"); and (C) all right, title and interest of Seller or its Subsidiaries, as applicable, in and to all of the buildings, improvements structures, fixtures, facilities, installations and other structures presently improvements of every kind and description now or hereafter located on the Real Property Land, including, without limitation, any and all plumbing, air conditioning, heating, ventilating, mechanical, electrical and other utility systems, parking lots and facilities, landscaping, roadways, sidewalks, security devices, signs and light fixtures (collectively, the "Improvements"; the Land and Improvements being collectively referred to as the "Premises"); and (D) all right, title and interest of Seller or its Subsidiaries, as applicable, in and to the items of personal property now or hereafter located in and used in connection with the operation, ownership or management of the Premises, including the items of personal property set forth on Schedule 1(D)-1 attached to this Agreement (the “Improvements”"Personal Property"), but specifically excluding (i) any items of personal property listed on Schedule 1(D)-2 (the "Excluded Property") and (ii) any items of personal property owned or leased (from anyone other than Seller) by Seller's property manager or any tenant at or on the Premises, provided that Seller shall have thirty (30) days after the Closing Date to remove any Excluded Property located at the Premises and Purchaser shall reasonably cooperate with Seller in connection with such removals; and (E) all right, title and interest of Seller or its Subsidiaries, as applicable, in and to all existing surveys, blue prints, drawings, plans and specifications (including, without limitation, structural, HVAC, mechanical and plumbing plans and specifications) and other documentation for or with respect to the Property; all marketing artwork and construction drawings concerning the Property, in each case, to the extent available and in the possession and control of Seller or its Subsidiaries, as applicable; all tenant lists and data, correspondence with past, present and prospective tenants, vendors, suppliers, utility companies and other third parties, booklets, manuals and promotional and advertising materials concerning the Property or any part thereof, in each case, to the extent available and in the possession and control of Seller or its Subsidiaries, as applicable; and such other existing books, records and documents (including, without limitation, those relating to ad valorem taxes and leases) used solely in connection with the operation of the Property to the extent available and in the possession and control of Seller or its Subsidiaries, as applicable; all trade names and trade marks associated with any Property or by which any Property is commonly known or designated (each, a "Property Name"); provided, however, that “Improvements” (i) none of Seller, Joint Ventures or any of their Subsidiaries makes any representations or warranties whatsoever with respect to the Property Names and (ii) for the avoidance of doubt, Seller and Purchaser each acknowledge that patents, trademarks, trade names, copyrights or other intellectual property other than the Property Names (collectively, "Intellectual Property"), including, without limitation, the trade names "Lyme," "Lyme Properties," and "Xxxxxxx Square" shall not include any fixtures or other improvements owned by “Tenants” (as hereinafter defined);be transferred from Seller to Purchaser under this Agreement; and (bF) All personal property (excluding cash and software) owned by Seller, if any, located in or on, and used exclusively in connection with the operation of, the Real Property or the Improvements (the “Personal Property”); (c) Any and all of Seller’s right, title and interest of Seller or its Subsidiaries, as applicable, in and to the leases, licenses and occupancy agreements covering all or any portion of leases affecting the Real Property or Improvements Premises (the “"Leases”)") and the Other Documents affecting the Premises and the other intangible personal property (other than Intellectual Property) now or hereafter owned by Seller or its Subsidiaries, including any guaranties thereof as applicable, and any security deposits thereunder in Seller’s possession at “Closing” (as hereinafter defined); and (d) Any and all of Seller’s right, title and interest in and to any of the following existing at the Closing (the “Intangibles”): (i) subject to Paragraph 3(a)(v), all assignable contracts and agreements and utility contracts (the “Operating Agreements”) solely relating to the leasing, operation, maintenance or repair of the Real Property, Improvements or Personal Property; (ii) all assignable warranties and guaranties issued to Seller in connection with the Improvements or the Personal Property; (iii) all assignable permits, licenses, approvals and authorizations issued by any governmental authority in connection with the Real Property; (iv) all assignable drawings, plans, building permits, surveys and certificates of occupancy relating to the Real Property or the Personal Property, if any; and (v) all assignable trademarks, trade names and websites relating to the Real Property, if any. The Real Property, Improvements, Personal Property, Leases and Intangibles are collectively referred to hereinafter for a specific property as a “Property” and collectively as the “Properties”.

Purchase and Sale of Property. Subject to and in accordance with the ----------------------------- terms and provisions of this Agreement, Seller hereby agrees to sell, sell to Purchaser and Buyer Purchaser hereby agrees to acquire, upon the terms and conditions herein stated, that certain portfolio of Properties listed on Schedule 1 attached hereto and more particularly described in Exhibits A-1 to A-16 attached hereto (individually and collectivelypurchase from Seller, the “Real Property”), together withwhich term "Property" shall mean and include the following: (a) All buildings, improvements and other structures presently located on the Real Property all that tract or parcel of land (the “Improvements”)"Land") located in Houston, providedTexas, howevercontaining approximately 15.71 acres, that “Improvements” shall not include any fixtures or other improvements owned by “Tenants” (as hereinafter defined);having an address of ----- 810-820 Gears Road, and being more particularly described on Exhibit "A" ----------- hereto; and (b) All personal property (excluding cash all rights, privileges, and software) owned by easements appurtenant to the Land, including all water rights, mineral rights, reversions, or other appurtenances to said Land, and all right, title, and interest of Seller, if any, located in and to any land lying in the bed of any street, road, alley, or onright-of-way, and used exclusively in connection with open or proposed, adjacent to or abutting the operation of, the Real Property or the Improvements (the “Personal Property”);Land; and (c) Any all buildings, structures, and improvements situated on the Land, including, without limitation, two (2) office buildings containing approximately 157,790 square feet of leasable space, the parking areas ------- containing approximately 851 parking spaces and other amenities located on --- the Land, and all apparatus, built-in appliances, equipment, pumps, machinery, plumbing, heating, air conditioning, electrical and other fixtures located on the Land (all of Seller’s right, title and interest in and which are herein collectively referred to as the leases, licenses and occupancy agreements covering all or any portion of the Real Property or Improvements (the “Leases”), including any guaranties thereof and any security deposits thereunder in Seller’s possession at “Closing” (as hereinafter defined"Improvements"); and (d) Any all personal property now owned by Seller and located on the Land and Improvements ("Personal Property"); and (e) all of Seller’s 's right, title title, and interest, as landlord or lessor, in and to that certain lease agreement with IKON Office Solutions, Inc. (the "Tenant"), dated December 17, 1999, together with all modifications and amendments thereto (the "Lease"); and (f) all of Seller's right, title, and interest in and to the plans and specifications with respect to the Improvements and any guarantees, trademarks, rights of copyright, warranties, or other rights related to the ownership of or use and operation of the following existing at the Closing (the “Intangibles”): (i) subject to Paragraph 3(a)(v), all assignable contracts and agreements and utility contracts (the “Operating Agreements”) relating to the leasing, operation, maintenance or repair of the Real Property, Improvements or Personal Property; (ii) all assignable warranties and guaranties issued to Seller in connection with the Improvements or the Personal Property; (iii) all assignable permits, licenses, approvals and authorizations issued by any governmental authority in connection with the Real Property; (iv) all assignable drawings, plans, building permits, surveys and certificates of occupancy relating to the Real Property or the Personal Property, if any; and (v) all assignable trademarks, trade names and websites relating to the Real Property, if any. The Real Property, ImprovementsLand, Personal Property, Leases or Improvements, all governmental licenses and Intangibles are collectively referred to hereinafter for a specific property as a “permits, and all intangibles associated with the Land, Personal Property” , and collectively as Improvements, including the “Properties”name of the Improvements and the logo therefor, if any.

Purchase and Sale of Property. Seller hereby agrees to sell, and Buyer hereby agrees to acquire, upon the terms and conditions herein stated, that certain portfolio of Properties listed on Schedule 1 attached hereto real property located at 351, 401 & 000 Xxxxxxx Xxxxxx West, Seattle, Washington 98119 and commonly known as Xxxxxx Xxxx, which is more particularly described in Exhibits A-1 to A-16 attached hereto Exhibit A (individually and collectively, the “Real Property”), together with: (a) All buildings, improvements and other structures presently located on the Real Property (the “Improvements”), provided, however, that “Improvements” shall not include any fixtures or other improvements owned by “TenantsTenant” (as hereinafter defined); (b) All personal property (excluding cash and software) owned by Seller, if any, located in or on, and used exclusively in connection with the operation of, the Real Property or the Improvements (the “Personal Property”); (c) Any and all of Seller’s right, title and interest in and to the leasesthat certain Lease Agreement by and between Seller and F5 Networks, licenses and occupancy agreements Inc. (“F5” or “Tenant”) covering all or any portion of the Real Property or Improvements (the “LeasesLease” or the “F5 Lease”), including any guaranties thereof and any security deposits thereunder in Seller’s possession at “Closing” (as hereinafter defined); and (d) Any and all of Seller’s right, title and interest in and to any of the following existing at the Closing (the “Intangibles”): (i) subject to Paragraph 3(a)(v)all contracts, all assignable contracts licenses and agreements and utility contracts (the “Operating Agreements”) relating to the leasing, operation, maintenance or repair of the Real Property, Improvements or Personal Property; Property (collectively, the “Operating Agreements”) to be assumed by Buyer pursuant to the terms of this Agreement, (ii) all assignable warranties and guaranties issued to Seller in connection with the Improvements or the Personal Property; , (iii) all assignable permits, licenses, approvals and authorizations issued by any governmental authority in connection with the Real Property; , and (iv) all assignable drawings, plans, building permits, surveys and certificates the non-exclusive use of occupancy relating the name “Xxxxxxx Xxxx” (the property described in this Paragraph 1(d) being sometimes herein referred to collectively as the Real Property or the Personal Property, if any; and (v) all assignable trademarks, trade names and websites relating to the Real Property, if any“Intangibles”). The Real Property, Improvements, Personal Property, Leases Lease and Intangibles are collectively referred to hereinafter for a specific property as a “Property” and collectively as the “PropertiesProperty”.

Purchase and Sale of Property. Subject to and in accordance with the terms and provisions of this Agreement, Seller hereby agrees to sell, sell to Purchaser and Buyer Purchaser hereby agrees to acquire, upon the terms and conditions herein stated, that certain portfolio of Properties listed on Schedule 1 attached hereto and more particularly described in Exhibits A-1 to A-16 attached hereto (individually and collectivelypurchase from Seller, the “Real Property”), together withwhich term "Property" shall mean and include the following: (a) All buildingsall of those tracts or parcels of land located in _______ County, improvements ________, and other structures presently located being more particularly described on Schedule 1a attached hereto and by this reference made a part hereof (hereinafter referred to as the Real Property (the “Improvements”"Land"), provided, however, that “Improvements” shall not include any fixtures or other improvements owned by “Tenants” (as hereinafter defined);; and (b) All personal property (excluding cash all rights, privileges, and software) owned by easements appurtenant to the Land, including all water rights, mineral rights, reversions, or other appurtenances to said Land, and all right, title, and interest of Seller, if any, located in and to any land lying in the bed of any street, road, alley, or onright-of-way, open or proposed, adjacent to or abutting the Land; and (c) all buildings, structures, and improvements situated on the Land, including, without limitation, that certain extended-stay facility containing approximately _____ guestrooms, all parking areas and other amenities located on the Land, and all apparatus, elevators, built-in appliances, equipment, pumps, machinery, plumbing, heating, air conditioning, and electrical and other fixtures located on the Land (all of which are together hereinafter referred to as the "Improvements"); and (d) all personal property now located on or to be located on or in, or used exclusively in connection with, the Land and Improvements, including, without limitation, all other equipment, supplies, tools, furniture, furnishings, office equipment, fittings, appliances, shades, wall-to-wall carpet, draperies, screens and screening, art, awnings, plants, shrubbery, landscaping, lawn care and building maintenance equipment, vending machines and other furnishings or items of personal property owned by Seller and used or to be used in connection with the operation ofof the Land and Improvements, less and except licenses for the Real Property or use of intellectual property and leases for the Improvements use of tangible personal property to the extent they are not transferable (all of which are together hereinafter referred to as the "Personal Property") (the “licenses and tangible personal property not transferable which are not included in the Personal Property”Property are described in Schedule 1d attached hereto);; and (ce) Any and all of Seller’s 's right, title title, and interest interest, as operator, in and to the leases, licenses and occupancy agreements covering all or any portion each of the Real Property or Improvements (the “Leases”), including any guaranties thereof and any security deposits thereunder in Seller’s possession at “Closing” Guest Agreements (as hereinafter defined); and (d) Any and all of Seller’s right, title and interest in and to any of the following existing at the Closing (the “Intangibles”): (i) subject to Paragraph 3(a)(v), all assignable contracts and agreements and utility contracts (the “Operating Agreements”) relating to the leasing, operation, maintenance or repair of the Real Property, Improvements or Personal Property; (iif) all assignable warranties governmental licenses and guaranties issued to Seller in connection with the Improvements or the Personal Property; (iii) all assignable permits, licenses, approvals and authorizations issued by any governmental authority in connection with the Real Property; (iv) all assignable drawings, plans, building permits, surveys and certificates of occupancy relating to the Real Property or the Personal Property, if any; and (v) all assignable trademarks, trade names and websites relating to the Real Property, if any. The Real Property, Improvements, Personal Property, Leases and Intangibles are collectively referred to hereinafter for a specific property as a “Property” and collectively as the “Properties”.

Purchase and Sale of Property. Subject to the terms of a ground lease agreement between Seller hereby agrees to sell, and Buyer hereby agrees or Buyer’s designee, to acquirebe executed at closing of the transaction contemplated in this Agreement in substantially the same form as described in the attached Exhibit C-1 (the “Ground Lease”), upon the terms and conditions herein stated, that relating to those certain portfolio tracts or parcels of Properties listed on Schedule 1 attached hereto and land more particularly described in Exhibits A-1 to A-16 on Exhibit B attached hereto (individually and collectively, collectively the “Real PropertyLand”), together with: (a) All buildingsand the building and all improvements located on the Land, and all other structures, parking areas, landscaping improvements and other structures presently amenities currently located on the Real Property Land (collectively, the “Improvements”), providedwith common names and street addresses as contained on Exhibit A, howeverSeller agrees to sell, that “Improvements” shall not include any fixtures or other improvements owned convey and/or assign and Buyer agrees to purchase and/or take by “Tenants” (as assignment, on the terms and conditions hereinafter defined); (b) All personal property (excluding cash and software) owned by Sellerset forth, if any, located in or on, and used exclusively in connection with the operation of, the Real Property or the Improvements (the “Personal Property”); (c) Any and all of Seller’s right, title and interest in and to: a. subject to the leasesterms of (i) a space lease with Seller (or Seller’s designee) as tenant for the premises currently occupied by Seller (or its affiliate) to be leased back by Seller at Closing, licenses and occupancy agreements covering all or any portion of such lease to be in the Real Property or Improvements form substantially the same as Exhibit C-2 (the “LeasesSpace Lease”), including any guaranties thereof and any security deposits thereunder in Seller’s possession at “Closing” (as hereinafter defined); and (d) Any and all of Seller’s right, title and interest in and to any of the following existing at the Closing (the “Intangibles”): (i) subject to Paragraph 3(a)(v), all assignable contracts and agreements and utility contracts (the “Operating Agreements”) relating to the leasing, operation, maintenance or repair of the Real Property, Improvements or Personal Property; (ii) all assignable warranties third party leases as further described in the rent roll attached as Exhibit C-3 (the “Third Party Leases”); b. including all rights, privileges, and guaranties issued easements appurtenant to the Improvements, including all water and air rights, rights of way, roadways, parking areas, roadbeds, drainage rights, alleyways or other appurtenances used in connection with the Improvements and the Land; and c. including all personal property, if any, now owned or hereafter acquired by the Seller and located on or to be located on or in or used in connection with the Improvements or the Land (collectively, the “Personal Property; (iii) all assignable permits, licenses, approvals ”). Buyer and authorizations issued by any governmental authority in connection Seller acknowledge and agree that the Personal Property to be conveyed with the Real Property; Properties located in the State of Washington (ivas described and listed on Exhibit A) all assignable drawingsis itemized and valued as specifically set for in the attached Exhibit D. The leasehold interests the Ground Lease, plansthe Space Lease and the Third Party Leases, building permits, surveys the fee interests in the Improvements and certificates of occupancy relating to the Real Property or the Personal Property, if any; and (v) all assignable trademarks, trade names the rights and websites relating to the Real Property, if any. The Real Property, Improvements, Personal Property, Leases and Intangibles privileges described above are collectively referred to hereinafter for a specific property herein as a the “Property” and collectively as or the “Properties.” Notwithstanding the foregoing or anything in this Agreement to the contrary, Buyer and Seller hereby acknowledge and agree that the sale of certain Properties (the “Approval Properties”.) requires approval from Catholic Health Care Federation (the “Approval”) and that

Purchase and Sale of Property. Subject to and in accordance with the ----------------------------- terms and provisions of this Agreement, Seller hereby agrees to sell, sell to Purchaser and Buyer Purchaser hereby agrees to acquire, upon the terms and conditions herein stated, that certain portfolio of Properties listed on Schedule 1 attached hereto and more particularly described in Exhibits A-1 to A-16 attached hereto (individually and collectivelypurchase from Seller, the “Real Property”), together withwhich term "Property" shall mean and include the following: (a) All buildingsthe tenant's interest under that certain ASU Research Park Lease dated August 22, improvements and other structures presently located on the Real Property 1997, as amended by First Amendment dated February 24, 1998, (the “Improvements”"Ground Lease") between Price-Elliot Research Park, Inc. ("Lessor"), providedas Landlord, howeverand Seller, as Tenant in and to all that “Improvements” shall not include any fixtures tract or other improvements owned by “Tenants” parcel of land (as hereinafter defined);the "Land") located in the Southeast quarter of Section 13, Township 1 South, Range 4 East of the Gila and Salt river Base and Meridian, Maricopa County, Arizona, containing approximately 9.507 acres, having an address of 0000 Xxxxx Xxxxx Xxxxxxx, Xxxxx, Xxxxxxx, and being more particularly described on Exhibit "A" hereto; and ----------- (b) All personal property (excluding cash the tenant's interest under the Ground Lease in and software) owned by to all rights, privileges, and easements appurtenant to the Land, including all water rights, mineral rights, reversions, or other appurtenances to said Land, and all right, title, and interest of Seller, if any, located in and to any land lying in the bed of any street, road, alley, or onright-of-way, and used exclusively in connection with open or proposed, adjacent to or abutting the operation of, the Real Property or the Improvements (the “Personal Property”);Land; and (c) Any and all of Seller’s right, title and the tenant's interest under the Ground Lease in and to all buildings, structures, and improvements situated on the leasesLand, licenses including, without limitation, that certain two story office building containing approximately 95,133 square feet of leasable space, the parking areas containing approximately 376 parking spaces and occupancy agreements covering other amenities located on the Land, and all or any portion apparatus, built-in appliances, equipment, pumps, machinery, plumbing, heating, air conditioning, electrical and other fixtures located on the Land (all of which are herein collectively referred to as the Real Property or Improvements (the “Leases”), including any guaranties thereof and any security deposits thereunder in Seller’s possession at “Closing” (as hereinafter defined"Improvements"); and (d) Any all personal property now owned by Seller and located on or to be located on or in, or used in connection with, the Land and Improvements ("Personal Property"); and (e) all of Seller’s 's right, title title, and interest, as landlord or lessor, in and to that certain Lease Agreement with ASM LITHOGRAPHY, INC., a Delaware corporation (the "Tenant"), dated August 15, 1997, as amended by First Amendment to Lease dated January 6, 2000 (the"Lease"); and (f) all of Seller's right, title, and interest in and to the plans and specifications with respect to the Improvements and any guarantees, trademarks, rights of copyright, warranties, or other rights related to the ownership of or use and operation of the following existing at the Closing (the “Intangibles”): (i) subject to Paragraph 3(a)(v), all assignable contracts and agreements and utility contracts (the “Operating Agreements”) relating to the leasing, operation, maintenance or repair of the Real Property, Improvements or Personal Property; (ii) all assignable warranties and guaranties issued to Seller in connection with the Improvements or the Personal Property; (iii) all assignable permits, licenses, approvals and authorizations issued by any governmental authority in connection with the Real Property; (iv) all assignable drawings, plans, building permits, surveys and certificates of occupancy relating to the Real Property or the Personal Property, if any; and (v) all assignable trademarks, trade names and websites relating to the Real Property, if any. The Real Property, ImprovementsLand, Personal Property, Leases or Improvements, all governmental licenses and Intangibles are collectively referred to hereinafter for a specific property as a “permits, and all intangibles associated with the Land, Personal Property” , and collectively as Improvements, including the “Properties”name of the Improvements and the logo therefor, if any.

Purchase and Sale of Property. Seller For good and valuable consideration, the receipt and adequacy of which are hereby agrees to sellacknowledged, and Buyer hereby agrees subject to acquire, upon and on the terms and conditions herein statedset forth, that certain portfolio of Properties listed on Schedule 1 attached hereto Xxxxx hereby agrees to purchase from Seller, and more particularly Xxxxxx agrees to sell, assign and convey to Buyer the Property herein described in Exhibits A-1 to A-16 attached hereto (individually and collectively, the “Real Property”), together with: (a) All buildingsprivileges, improvements and other structures presently located on rights, easements, appurtenances belonging to the Real Property (the “Improvements”), provided, however, that “Improvements” shall not include any fixtures or other improvements owned by “Tenants” (as hereinafter defined);Property, (b) All personal property development rights, air rights, water rights and water stock relating to the Property, (excluding cash and softwarec) owned by SellerAll minerals, if anyoil, located in or ongas, and other hydrocarbon substances on and under the Property; all right, title and interest of Seller in and to any streets, alleys, passages, water and sewer taps, sanitary or storm drain capacity or reservations and rights under utility agreements, and other easements and rights-of-way including in, adjacent to or used exclusively in connection with the beneficial use and enjoyment of the Property (all privileges, rights, easements and appurtenances described in this Section 1(a), (b) and (c) are referred to herein, collectively, as the “Appurtenances”). (d) All improvements on the Property, including, without limitation, all buildings, structures, fences, parking areas, or improvements located upon the Property or upon the Improvements, including fixtures, systems, and equipment attached to the Property or Improvements and used in connection with the operation ofor occupancy of the Property and Improvements (such as heating and air conditioning systems, refrigeration, ventilation, garbage disposal, or utility conduits (collectively, the Real “Improvements”, which together with the Property or the Improvements (and Appurtenances are referred to herein as the “Personal Real Property”); (c) Any and all of Seller’s right, title and interest in and to the leases, licenses and occupancy agreements covering all or any portion of the Real Property or Improvements (the “Leases”), including any guaranties thereof and any security deposits thereunder in Seller’s possession at “Closing” (as hereinafter defined); and (de) Any Certain tangible personal property and all intangible property owned by City that is located on or in or is used in connection with the use or operation of Seller’s right, title and interest in and to any of the following existing at the Closing (the “Intangibles”): (i) subject to Paragraph 3(a)(v), all assignable contracts and agreements and utility contracts (the “Operating Agreements”) relating to the leasing, operation, maintenance or repair of the Real Property, Improvements including without limitation, all transferrable and assignable warranties, licenses, and permits owned by or Personal Property; (ii) all assignable warranties and guaranties issued to Seller held by the City in connection with the Improvements or construction of the Personal Property; (iii) Project, the Plans and Specifications, the Construction Contract, and all assignable permitsplans, licenses, approvals and authorizations issued by any governmental authority in connection with the Real Property; (iv) all assignable drawings, planssketches, building permitsprofiles, surveys and certificates of occupancy other documentation and materials relating to the Real Property or construction of the HDGC, including autocad as-built plans (“Personal Property, if any; and (v) all assignable trademarks, trade names and websites relating to the Real Property, if any. The Real Property, Improvements, Personal Property, Leases and Intangibles are collectively referred to hereinafter for a specific property as a “Property” and collectively as the “Properties”.Property”).‌‌

Purchase and Sale of Property. Seller hereby agrees Subject to sell, and Buyer hereby agrees to acquire, upon the terms and conditions herein statedof this Agreement, that certain portfolio of Properties listed on Schedule 1 attached hereto Seller shall sell to Buyer, and more particularly described in Exhibits A-1 to A-16 attached hereto (individually and collectively, the “Real Property”), together with: (a) All buildings, improvements and other structures presently located on the Real Property (the “Improvements”), provided, however, that “Improvements” Buyer shall not include any fixtures or other improvements owned by “Tenants” (as hereinafter defined); (b) All personal property (excluding cash and software) owned by purchase from Seller, if any, located in or on, and used exclusively in connection with the operation of, the Real Property or the Improvements (the “Personal Property”); (c) Any and all of Seller’s 's right, title and interest in and to the leasesfollowing (collectively, licenses the "PROPERTY"): (1) the Land and all privileges, rights, appurtenances, hereditaments, water, mineral, oil, and gas rights, development rights, air rights, and rights to claims for adverse possession on adjacent properties, and all improvements, structures and fixtures located upon the Land (the "IMPROVEMENTS"), including, without limitation, that certain hotel located at 700 Munras Avenue, Monterey, California 93940 consisting of thirteen (00) xxxxxxxx(x), xxxxxxxxx 000 xxxxx xxxxx, restaurant and bar, swimming pool, meeting space of approximately 4,825 square feet, fitness room, on-site parking and other amenities located thereon (collectively, the "HOTEL"); (2) the lessor's interest in and to any leases of space and occupancy agreements covering of all or any portion of the Real Property Land or Improvements Improvements, and all agreements and guaranties relating to such leases and occupancy agreements (together, the “"TENANT LEASES"); (3) (i) the service contracts and the "Equipment Leases”), including any guaranties thereof and any security deposits thereunder in Seller’s possession at “Closing” " (as hereinafter defined); and (d) Any and all of Seller’s right, title and interest in and to any of the following existing at extent Buyer approves the Closing (the “Intangibles”): (i) subject same pursuant to Paragraph 3(a)(vSection 5C(2), all assignable contracts and agreements and utility contracts (the “Operating Agreements”) relating to the leasing, operation, maintenance or repair of the Real Property, Improvements or Personal Property; (ii) to the extent assignable, all assignable permits, approvals, options, rights, licenses, consents, warranties and guaranties guarantees and all authorizations issued or granted by, and all pending applications therefore filed by Seller with, any governmental authority respecting the use, occupancy, operation or further development of the Hotel or of land adjoining the Property and any other agreements identified on EXHIBIT B, to the extent Buyer approves the same pursuant to Section 5C(2) (collectively, all of the items in the preceding clause (3) are sometimes referred to herein as the "CONTRACTS"); (4) to the extent assignable, the liquor license identified on EXHIBIT C attached hereto (the "LIQUOR LICENSE"); (5) to the extent such are in the possession of Seller and Seller has the right to transfer or assign, any and all building, architectural and engineering plans, specifications and drawings, surveys, environmental and soils reports, prints, contract rights, leases, "Intellectual Property" (as hereinafter defined), concessions, software licenses, and other items of intangible personal property used in connection with the Improvements ownership, use, occupancy or operation of the Personal PropertyHotel, including, without limitation, telephone numbers, listings and directories, advance bookings, guests lists, customer files, pre-paid advertising, group files, credit records, labels, promotional literature, security codes, trademarks, trade names (including, without limitation, all rights of Seller to use the names and logos associated with the Hotel), logos, domain names and websites, all records in sales and catering databases and all other customer data, use and occupancy permits or other governmental permits and approvals and any unexpired guaranties or warranties (collectively, together with the Liquor License, the "INTANGIBLE ASSETS"); (iii6) except as set forth on EXHIBIT D attached hereto, all assignable permitstangible personal property, licensesincluding, approvals without limitation, any and authorizations issued all furniture, fixtures, equipment and vehicles (free of any liens or encumbrances except those leases approved pursuant to this Agreement), on order (to the extent permitted herein and acknowledged as a Contract to be assumed by any governmental authority Buyer at Closing), located at or used in connection with the Real Property; operation of the Hotel (ivall of the foregoing hereinafter, together with the "Consumables" (as defined below), referred to as the "PERSONAL PROPERTY"); (7) all assignable drawingsfood, plansliquor, building permitswine and other beverages, surveys including such food, liquor and certificates other beverages held for sale in Hotel rooms, and all consumable supplies and inventories of occupancy relating to every kind and nature including "Inventories of Merchandise" and "Inventories of Supplies" as such terms are defined in the Real Ninth Revised Edition of the Uniform System of Accounts for the Lodging Industry published by the Educational Institute of the American Hotel and Motel Association, in each case owned by Seller as of the "Closing Date" (as hereinafter defined) and located at, and used in connection with, the operation of the Hotel, including, without limitation, cleaning supplies, guest supplies, paper supplies, stationary, bar supplies, robes, slippers, fuel, laundry supplies, engineering supplies, food and beverage, linens, blankets, pillows, china, glassware, flatware and silverware and other inventory, whether opened or unopened and whether in use or held in stock or storage for future use, located at the Property or used or useable in connection with Seller's ownership, operation or maintenance of the Personal PropertyHotel (collectively, if anythe "CONSUMABLES"); and (v8) all advance reservation deposits, together with any interest accrued thereon. The Property shall not include cash on hand or any "Accounts Receivable" (as hereinafter defined) all assignable trademarks, trade names and websites relating related to the Real Property, if any. The Real Property, Improvements, Personal Property, Leases and Intangibles are collectively referred to hereinafter for a specific property as a “Property” and collectively as the “Properties”.

Purchase and Sale of Property. Seller hereby agrees Subject to sell, and Buyer hereby agrees to acquire, upon in accordance with the terms and conditions herein statedset forth in this Agreement, that Purchaser shall purchase from Seller and Seller shall sell to Purchaser those certain portfolio parcels of Properties listed on Schedule 1 attached hereto and more particularly described in Exhibits A-1 to A-16 attached hereto real estate (individually and collectively, the “Real Property”)) in the City of Atlanta, County of Xxxx, State of Illinois, which parcels are more particularly described in attached Exhibit A, and upon which are located an office building commonly known as “One Paces West,” and an office building commonly known as “Two Paces West,” together with: : (ai) All buildingsall buildings and improvements owned by Seller, improvements and other structures any and all of Seller’s rights, easements, licenses and privileges presently located on the Real Property thereon or appertaining thereto (the “Improvements”), provided, however, that “Improvements” shall not include any fixtures or other improvements owned by “Tenants” ; (as hereinafter defined); (bii) All personal property (excluding cash and software) owned by Seller, if any, located in or on, and used exclusively in connection with the operation of, the Real Property or the Improvements (the “Personal Property”); (c) Any and all of Seller’s right, title and interest in and to the leases, licenses and occupancy agreements covering all and license agreements affecting the Property or any portion of the Real Property or Improvements part thereof (the “Leases”); (iii) all furniture, including furnishings, fixtures, equipment and other tangible personal property owned by Seller, located on the Property and used solely in connection therewith, but specifically excluding any guaranties thereof and any security deposits thereunder in Seller’s possession at “Closing” (as hereinafter defined); and (d) Any and all computer hardware and software (the “Tangible Personal Property”), a list of Seller’s which is attached hereto as Exhibit B; and (iv) all right, title and interest in of Seller under any and to any all of the following existing at maintenance, service, leasing, brokerage, advertising and other like contracts and agreements with respect to the Closing ownership and operation of the Property (excluding contracts designated as “National” or “Regional” service contracts) (the “IntangiblesService Contracts”): (i) subject to Paragraph 3(a)(v), all assignable contracts and agreements and utility contracts a list of which is attached hereto as Exhibit C; (the “Operating Agreements”v) relating to the leasing, operation, maintenance or repair of the Real Property, Improvements or Personal Property; (ii) extent assignable all assignable warranties and guaranties (express or implied) issued to Seller in connection with the Improvements or the Personal Property; Property (iii) Seller shall pay any and all assignable permits, licenses, approvals and authorizations issued by any governmental authority fees due in connection with the Real Property; assignment of such warranties and guaranties); and (ivvi) Seller’s right, title and interest, to the extent transferable, in and to (1) all assignable drawingsapprovals, entitlements, the right to use the names “One Paces West” and “Two Paces West” (it being acknowledged by Purchaser that Seller does not have exclusive rights to use such names and that Seller has not registered the same in any manner), all licenses and permits, and (2) to the extent in Seller’s possession, any blueprints, plans, building permitsspecifications, surveys and certificates maps or drawings, but only to the extent that the same is now used in connection with the operation, ownership, maintenance, management, or occupancy of occupancy relating to the Real Property (and not to any other property owned by Seller or its affiliates) and subject to any rights of the Personal preparers of such documents; all to the extent applicable to the period from and after the Closing Date (as defined in Section 4), except as expressly set forth to the contrary in this Agreement. Items (i) through (vi) above, together with the Real Property, are collectively referred to in this Agreement as the “Property”; provided, however, the term “Property” expressly excludes all property owned by tenants or other users or occupants of the Property, all rights with respect to any refund of taxes applicable to any period prior to the Closing Date (as defined in Section 4), all rights to any insurance proceeds or settlements for events occurring prior to Closing (subject to Section 5) and all property in the management office of the Property, if any; and , owned by the Property Manager (v) all assignable trademarks, trade names and websites relating to the Real Property, if any. The Real Property, Improvements, Personal Property, Leases and Intangibles are collectively referred to as hereinafter for a specific property as a “Property” and collectively as the “Properties”defined).

Purchase and Sale of Property. Seller hereby agrees Subject to sell, and Buyer hereby agrees to acquire, upon the terms and conditions herein statedof this Agreement, Seller shall sell, convey and assign to Purchaser and Purchaser shall purchase all right, title and interest of Seller in the following described property (all of which is hereinafter collectively referred to as the “Property”): (a) that certain portfolio tract of Properties listed on Schedule 1 attached hereto and real estate improved with a portion of a one-story industrial building (the “Building”), located at 2000 Xxxxx Xxxx, Elk Grove Village, Cxxx County, Illinois which real estate is more particularly described in Exhibits A-1 to A-16 on Exhibit A attached hereto hereto, together with all and singular easements, covenants, agreements, rights, privileges, tenements, hereditaments and appurtenances thereunto now or hereafter belonging or appertaining thereto (individually and collectively, the “Real Land”). A portion of the Building is located on the Land and the remaining portion of the Building is located on adjacent and contiguous tract of real estate more particularly described on Exhibit B attached hereto (the “Adjacent Property”) and owned by Chicago Title Land Trust Company, not personally, but as successor Trustee (“Trustee”) under Trust Agreement dated February 7, 1979 and known as Trust Number 100628 (the “Trust”), together with: (a) All buildings, improvements and other structures presently located on of which the Real Property (Purchaser is the “Improvements”), provided, however, that “Improvements” shall not include any fixtures or other improvements owned by “Tenants” (as hereinafter defined); (b) All personal property (excluding cash and software) owned by Seller, if any, located in or onsole beneficiary, and used exclusively in connection with the operation of, the Real Property or the Improvements (the “Personal Property”); (c) Any and to be transferred hereunder shall include all of Seller’s right, title and interest in the Building and fixtures (but specifically excluding trade fixtures), whether located on the Land or the Adjacent Property; and (b) all right, title and interest of Seller (whether now or hereinafter existing) in and to any land lying in the leasesbed of any street, licenses and occupancy agreements covering all alley, road or avenue (whether open, closed or proposed) within, in front of, behind or otherwise adjoining the Land or any portion of it, and all right, title and interest of Seller (whether now or hereafter existing) in and to any award made or to be made as a result or in lieu of condemnation, and in and to any award for damage to the Property or any part thereof by reason of casualty (all of the Real Property foregoing being included within the term “Land”); and (c) all of the buildings, structures, fixtures (to the extent the same do not constitute real property), facilities, installations and other improvements of every kind and description now or Improvements hereafter in, on, over and under the Land, including, without limitation, any and all plumbing, air conditioning, heating, ventilating, mechanical, electrical and other utility systems, parking lots and facilities, landscaping, roadways, sidewalks, security devices, signs and light fixtures (collectively, the “Improvements”) (the Land and Improvements being collectively referred to as the “LeasesPremises”), including any guaranties thereof and any security deposits thereunder in Seller’s possession at “Closing” (as hereinafter defined); and (d) Any the carpeting and window treatments and other similar tangible personal property situated in, on, over and under the Premises or used in connection therewith, owned by Seller or in which Seller otherwise has an interest, listed on Exhibit C attached hereto, together with all of Seller’s right, title replacements and interest in and to any of the following existing at the Closing substitutions therefor (collectively the “Intangibles”): (i) subject to Paragraph 3(a)(v), all assignable contracts and agreements and utility contracts (the “Operating Agreements”) relating to the leasing, operation, maintenance or repair of the Real Property, Improvements or Personal Property; (ii) all assignable warranties and guaranties issued to Seller in connection with the Improvements or the Personal Property; (iii) all assignable permits, licenses, approvals and authorizations issued by any governmental authority in connection with the Real Property; (iv) all assignable drawings, plans, building permits, surveys and certificates of occupancy relating to the Real Property or the Personal Property, if any; and (v) all assignable trademarks, trade names and websites relating to the Real Property, if any. The Real Property, Improvements, Personal Property, Leases and Intangibles are collectively referred to hereinafter for a specific property as a “Property” and collectively as the “Properties”).

Purchase and Sale of Property. Seller hereby agrees A. Subject to sell, and Buyer hereby agrees to acquire, upon the terms and conditions herein statedof this Agreement, that certain portfolio of Properties listed on Schedule 1 attached hereto Seller will sell and more particularly described in Exhibits A-1 to A-16 attached hereto (individually assign and collectivelyBuyer will purchase and assume, the “Real Property”), together with: (a) All buildings, improvements and other structures presently located on the Real Property (the “Improvements”), provided, however, that “Improvements” shall not include any fixtures or other improvements owned by “Tenants” (as hereinafter defined); (b) All personal property (excluding cash and software) owned by Seller, if any, located in or on, and used exclusively in connection with the operation of, the Real Property or the Improvements (the “Personal Property”); (c) Any and all of Seller’s 's right, title and interest in and to the leasesfollowing (collectively, licenses and occupancy agreements covering all or any portion the "Property"): (i) those certain tracts of land on which are situated the Real Property or Improvements hotels listed on the attached Exhibit A, (the “Leases”"Hotels"), including any guaranties thereof together with all and any security deposits thereunder in Seller’s possession at “Closing” singular easements, covenants, agreements, rights, privileges, tenements, hereditaments and appurtenances thereunto now or hereafter owned by Seller and belonging or appertaining thereto (as hereinafter definedcollectively, the "Land"); and (d) Any and all of Seller’s right, title and interest in and to any of the following existing at the Closing (the “Intangibles”): (i) subject to Paragraph 3(a)(v), all assignable contracts and agreements and utility contracts (the “Operating Agreements”) relating to the leasing, operation, maintenance or repair of the Real Property, Improvements or Personal Property; (ii) all assignable warranties of the buildings, structures and guaranties issued other improvements now or hereafter in or on the Land (collectively referred to Seller in connection with as the Improvements or the Personal Property"Premises"); and (iii) all assignable permitsfurniture, licensesfurnishings, approvals fixtures, equipment, machinery and authorizations issued by any governmental authority other tangible personal property including Consumables situated in or on the Premises or used in connection with therewith, owned by Seller, subject to such depletion and resupply as will occur and be made in the Real Property;normal course of business, excluding, however, (a) equipment and property leased pursuant to Hotel Contracts (as defined below) and (b) all items of property owned by 3 tenants under the Leases (as defined below), Hotel guests, employees, or person or entity furnishing goods or services to the Hotels, (collectively, the "Equipment"); and (iv) all assignable drawingsbooks, plansrecords, building permitsledgers, surveys files, information and certificates of occupancy relating data with respect solely to the Real Property Hotels to the extent located at the Hotels and in Seller's possession and control, including, all promotional and advertising materials concerning the Hotels or any part thereof to the Personal Propertyextent available and in Seller's possession and control; and (v) to the extent transferable, if anythe Leases and Hotel Contracts; and (vi) to the extent transferable, governmental licenses and permits; and (vii) to the extent transferable and in Seller's possession, all architectural (f) prepaid government permit and license fees (except to the extent they are transferred to Buyer and Seller received a credit on the Closing Statements for any such prepaid item); and (vg) funds on deposit with Seller's lenders. It is acknowledged that Buyer is purchasing the existing mortgage loans from a group of participant lenders and it is agreed hereby that in its capacity as purchaser of such loans, Buyer will refund to Seller any reserve, escrow, or other deposits held by lenders in conjunction with such loans. B. The following definitions will apply: (i) Consumables will mean all assignable trademarks, trade names maintenance and websites relating to the Real Property, if any. The Real Property, Improvements, Personal Property, Leases and Intangibles are collectively referred to hereinafter for a specific property as a “Property” and collectively as the “Properties”.housekeeping supplies and

Purchase and Sale of Property. Subject to and in accordance with the terms and provisions of this Agreement, Seller hereby agrees to sell, sell to Purchaser and Buyer Purchaser hereby agrees to acquire, upon the terms and conditions herein stated, that certain portfolio of Properties listed on Schedule 1 attached hereto and more particularly described in Exhibits A-1 to A-16 attached hereto (individually and collectivelypurchase from Seller, the Property, which term “Real Property”), together with” shall mean and include the following: (a) All buildings, improvements and other structures presently located on the Real Property all that tract or parcel of land (the “ImprovementsLand”)) located in Maricopa County, providedArizona, howevercontaining approximately 9.3175 acres, that having an address of 2411 West Peoria Avenue, Phoenix, Arizona, and being more particularly described on Exhibit “ImprovementsA” shall not include any fixtures or other improvements owned by “Tenants” (as hereinafter defined);hereto; and (b) All personal property (excluding cash all rights, privileges, and software) owned by easements appurtenant to the Land, including all water rights, mineral rights, reversions, or other appurtenances to said Land, and all right, title, and interest of Seller, if any, located in and to any land lying in the bed of any street, road, alley, or onright-of-way, and used exclusively in connection with open or proposed, adjacent to or abutting the operation of, the Real Property or the Improvements (the “Personal Property”);Land; and (c) Any all buildings, structures, and improvements situated on the Land, including, without limitation, that certain one story training center containing approximately 148,605 square feet of rentable space, the parking areas containing approximately 891 parking spaces and other amenities located on the Land, and all apparatus, built-in appliances, equipment, pumps, machinery, plumbing, heating, air conditioning, electrical and other fixtures located on the Land and owned by Seller (all of Seller’s right, title and interest in and which are herein collectively referred to the leases, licenses and occupancy agreements covering all or any portion of the Real Property or Improvements (as the “LeasesImprovements”), including any guaranties thereof and any security deposits thereunder in Seller’s possession at “Closing” (as hereinafter defined); and (d) Any all personal property now owned by Seller and located on or to be located on or in, or used in connection with, the Land and Improvements (“Personal Property”); and (e) all of Seller’s right, title title, and interest, as landlord or lessor, in and to that certain Lease with Massachusetts Financial Services Company, a Delaware corporation (the “Tenant”), dated May 31, 2000, (the “Lease”); and (f) all of Seller’s right, title, and interest in and to the plans and specifications with respect to the Improvements and any guarantees, trademarks, rights of copyright, warranties, or other rights related to the ownership of or use and operation of the following existing at the Closing (the “Intangibles”): (i) subject to Paragraph 3(a)(v), all assignable contracts and agreements and utility contracts (the “Operating Agreements”) relating to the leasing, operation, maintenance or repair of the Real Property, Improvements or Personal Property; (ii) all assignable warranties and guaranties issued to Seller in connection with the Improvements or the Personal Property; (iii) all assignable permits, licenses, approvals and authorizations issued by any governmental authority in connection with the Real Property; (iv) all assignable drawings, plans, building permits, surveys and certificates of occupancy relating to the Real Property or the Personal Property, if any; and (v) all assignable trademarks, trade names and websites relating to the Real Property, if any. The Real Property, ImprovementsLand, Personal Property, Leases or Improvements, all governmental licenses and Intangibles are collectively referred to hereinafter for a specific property as a “permits, and all intangibles associated with the Land, Personal Property” , and collectively as Improvements, including the “Properties”name of the Improvements and the logo therefor, if any.

Purchase and Sale of Property. Subject to and in accordance with the ----------------------------- terms and provisions of this Agreement, Seller hereby agrees to sell, sell to Purchaser and Buyer Purchaser hereby agrees to acquire, upon the terms and conditions herein stated, that certain portfolio of Properties listed on Schedule 1 attached hereto and more particularly described in Exhibits A-1 to A-16 attached hereto (individually and collectivelypurchase from Seller, the “Real Property”), together withwhich term "Property" shall mean and include the following: (a) All buildingsall that tract or parcel of land located at 000 Xxxxxx Xxxxxxxx Parkway in the City of Sarasota, improvements Sarasota County, Florida, and other structures presently located being more particularly described on Exhibit "A" attached hereto and by this reference ----------- made a part hereof (hereinafter referred to as the Real Property (the “Improvements”"Land"), provided, however, that “Improvements” shall not include any fixtures or other improvements owned by “Tenants” (as hereinafter defined);; and (b) All personal property (excluding cash all rights, privileges, and software) owned by easements appurtenant to the Land, including all water rights, mineral rights, development rights, air rights, reversions, or other appurtenances to said Land, if any, and all right, title, and interest of Seller, if any, in and to any land lying in the bed of any street, road, alley, or right-of-way, open or proposed, adjacent to or abutting the Land; and (c) all buildings, structures, and improvements situated on the Land, including, without limitation, that certain office building, all parking areas and other amenities located on the Land, and all apparatus, elevators, built-in appliances, equipment, pumps, machinery, plumbing, heating, air conditioning, and electrical and other fixtures located on the Land (all of which are together hereinafter referred to as the "Improvements"); and (d) all personal property now owned or hereafter acquired by Seller and located on, or used in connection with, the Land and Improvements, including, without limitation, the items set forth and described on Exhibit ------- "B" attached hereto and by this reference made a part hereof, and all other --- equipment, supplies, tools, furniture, furnishings, office equipment, fittings, appliances, shades, wall-to-wall carpet, draperies, screens and screening, art, awnings, plants, shrubbery, landscaping, lawn care and building maintenance equipment, vending machines and other furnishings or items of personal property owned by Seller and used exclusively in connection with the operation of, of the Real Property or the Land and Improvements (all of which are together hereinafter referred to as the “"Personal Property”");; and (ca) Any and all of Seller’s 's right, title title, and interest interest, as landlord or lessor, in and to the leases, licenses and occupancy agreements covering all or any portion of the Real Property or Improvements (the “Leases”), including any guaranties thereof and any security deposits thereunder in Seller’s possession at “Closing” Lease (as hereinafter defined); and (db) Any and all of Seller’s 's right, title title, and interest in and to the plans and specifications with respect to the Improvements and any guarantees, trademarks, rights of copyright, warranties, or other rights related to the ownership of or use and operation of the following existing at the Closing (the “Intangibles”): (i) subject to Paragraph 3(a)(v), all assignable contracts and agreements and utility contracts (the “Operating Agreements”) relating to the leasing, operation, maintenance or repair of the Real Property, Improvements or Personal Property; (ii) all assignable warranties and guaranties issued to Seller in connection with the Improvements or the Personal Property; (iii) all assignable permits, licenses, approvals and authorizations issued by any governmental authority in connection with the Real Property; (iv) all assignable drawings, plans, building permits, surveys and certificates of occupancy relating to the Real Property or the Personal Property, if any; and (v) all assignable trademarks, trade names and websites relating to the Real Property, if any. The Real Property, ImprovementsLand, Personal Property, Leases or Improvements, all governmental licenses and Intangibles are collectively referred to hereinafter for a specific property as a “permits, and all intangibles associated with the Land, Personal Property” , and collectively as the “Properties”Improvements.

Purchase and Sale of Property. Seller hereby agrees Subject to sell, and Buyer hereby agrees to acquire, upon in accordance with the terms and conditions herein statedset forth in this Agreement, that Purchaser shall purchase from Seller and Seller shall sell to Purchaser a certain portfolio parcel of Properties listed on Schedule 1 attached hereto and more particularly described in Exhibits A-1 to A-16 attached hereto real estate (individually and collectively, the “Real Property”)) in the City of Bellevue, County of King, State of Washington, which parcel is more particularly described on Exhibit A attached hereto and commonly known as “Tower 333”, together with: : (a) All buildings, all buildings and improvements owned by Seller and other structures presently located on the Real Property (the “Improvements”), provided, however, that “Improvements” shall not include any fixtures or other improvements owned by “Tenants” (as hereinafter defined); ; (b) All personal property (excluding cash and software) owned by Seller, if any, located in or on, and used exclusively in connection with the operation of, the Real Property or the Improvements (the “Personal Property”); (c) Any any and all of Seller’s easements and privileges appertaining to the Real Property or Improvements; (c) all right, title and interest of Seller in and to the leases, licenses and occupancy agreements covering all and license agreements affecting the Property or any portion part thereof (“Leases”) which are in effect as of the Real Property or Improvements Closing Date (the “Assignable Leases”), including any guaranties thereof and any security deposits thereunder in Seller’s possession at “Closing” (as hereinafter defined); and (d) Any all furniture, furnishings, fixtures, equipment and all of other tangible personal property owned by Seller, located on the Property and used solely in connection therewith (the “Tangible Personal Property”), but excluding (i) any computer hardware and software, (ii) any item containing a logo, name or xxxx identifying Seller or Seller’s Affiliates (as defined in Section 10) and (iii) the items set forth on Exhibit B of that certain letter of even date herewith from Seller to Purchaser and countersigned by Purchaser (the “Company Disclosure Letter”); (e) all right, title and interest of Seller under any contract, agreement or license, whether written or oral, with respect to the maintenance, service, advertising, ownership or operation of the Real Property and the Improvements (“Service Contracts”) which are in effect as of the Closing Date, but excluding (i) Service Contracts which are not assignable without cost (unless Purchaser elects by written notice to Seller on or before the fifth (5th) Business Day prior to Closing to assume any such contracts, in which case Purchaser shall be responsible for such costs) or third party consent (to the extent such third party consent is not obtained on or prior to the Closing Date), (ii) Service Contracts designated as “National” or “Regional”, (iii) property management and leasing brokerage agreements or (iv) any written agreement or contract relating to any existing financing encumbering any of the following existing Property (a list of Service Contracts in effect as of the Effective Date is attached as Exhibit C of the Company Disclosure Letter) (to the extent assumed by Purchaser at Closing in accordance with this Agreement, the “Assumed Service Contracts”); (f) all right, title and interest of Seller under any contracts for work or improvements at the Closing Property (the “IntangiblesConstruction Contracts”): (i) subject to Paragraph 3(a)(v), all assignable contracts and agreements and utility contracts which are in effect as of the Closing Date to the extent that work thereunder is not completed as of the Closing Date (the “Operating AgreementsAssignable Construction Contracts”) relating (a list of Construction Contracts in effect as of the Effective Date is attached as Exhibit D of the Company Disclosure Letter) and (g) all Asset-Related Property (as defined on Schedule A hereto); all to the leasingextent applicable to the period from and after the Closing Date (as defined in Section 4 below), operationexcept as expressly set forth to the contrary in this (a) through (g) above, maintenance or repair of together with the Real Property, Improvements or Personal Property; (ii) all assignable warranties and guaranties issued to Seller in connection with the Improvements or the Personal Property; (iii) all assignable permits, licenses, approvals and authorizations issued by any governmental authority in connection with the Real Property; (iv) all assignable drawings, plans, building permits, surveys and certificates of occupancy relating to the Real Property or the Personal Property, if any; and (v) all assignable trademarks, trade names and websites relating to the Real Property, if any. The Real Property, Improvements, Personal Property, Leases and Intangibles are collectively referred to hereinafter for a specific property in this Agreement as a the “Property”; provided, however, the term “Property” expressly excludes all property owned by tenants or other users or occupants of the Property, all rights with respect to any refund of taxes applicable to any period prior to the Closing Date (as defined in Section 4 below), all rights to any insurance proceeds or settlements for events occurring prior to Closing (subject to Section 5 below) and collectively all property in the management office of the Property owned by the Property Manager (as the “Properties”defined in Section 4.1 below).

Purchase and Sale of Property. Subject to and in accordance with the terms and provisions of this Agreement, Seller hereby agrees to sell, sell to Purchaser and Buyer Purchaser hereby agrees to acquire, upon the terms and conditions herein stated, that certain portfolio of Properties listed on Schedule 1 attached hereto and more particularly described in Exhibits A-1 to A-16 attached hereto (individually and collectivelypurchase from Seller, the “Real Property”), together withwhich term "Property" shall mean and include the following: (a) All buildingsall that tract or parcel of land located in Fremont, improvements Alameda County, California, and other structures presently located being more particularly described on Exhibit "A" attached hereto and by this reference made a part hereof (herein referred to as the Real Property (the “Improvements”"Land"), provided, however, that “Improvements” shall not include any fixtures or other improvements owned by “Tenants” (as hereinafter defined);; and (b) All personal property (excluding cash all of Seller's rights, privileges, and software) owned by easements appurtenant to the Land, and all of Seller's water rights, mineral rights, reversions, or other appurtenances to said Land, and all right, title, and interest of Seller, if any, located in and to any land lying in the bed of any street, road, alley, or onright-of-way, and used exclusively in connection with open or proposed, adjacent to or abutting the operation of, the Real Property or the Improvements (the “Personal Property”);Land; and (c) Any all buildings, structures, and improvements situated on the Land, including, without limitation, that certain two story office building containing approximately 58,424 rentable square feet of space, the parking areas containing approximately 190 parking spaces and other amenities constructed on the Land, and all apparatus, built-in appliances, equipment, pumps, machinery, plumbing, heating, air conditioning, elevators, electrical and other fixtures located on or to be located on the Land (all of which are herein collectively referred to as the "Improvements"); and (d) all personal property located on or to be located on or in, or used in connection with, the Land and Improvements, (all of which are herein collectively referred to as the "Personal Property"); and (e) all of Seller’s 's right, title title, and interest interest, as landlord or lessor, in and to the leases, licenses and occupancy agreements covering all or any portion of the Real Property or Improvements (the “Leases”), including any guaranties thereof and any security deposits thereunder in Seller’s possession at “Closing” Lease (as hereinafter defined); and (df) Any and all of Seller’s 's right, title title, and interest interest, if any, in and to the plans and specifications with respect to the Improvements and any guarantees, trademarks, rights of copyright, warranties, or other rights related to the ownership of or use and operation of the following existing at the Closing (the “Intangibles”): (i) subject to Paragraph 3(a)(v), all assignable contracts and agreements and utility contracts (the “Operating Agreements”) relating to the leasing, operation, maintenance or repair of the Real Property, Improvements or Personal Property; (ii) all assignable warranties and guaranties issued to Seller in connection with the Improvements or the Personal Property; (iii) all assignable permits, licenses, approvals and authorizations issued by any governmental authority in connection with the Real Property; (iv) all assignable drawings, plans, building permits, surveys and certificates of occupancy relating to the Real Property or the Personal Property, if any; and (v) all assignable trademarks, trade names and websites relating to the Real Property, if any. The Real Property, ImprovementsLand, Personal Property, Leases or Improvements, all governmental licenses and Intangibles are collectively referred to hereinafter for a specific property as a “permits, and all intangibles associated with the Land, Personal Property” , and collectively as Improvements, including the “Properties”name of the Improvements and the logo therefor, if any.

Purchase and Sale of Property. Seller hereby agrees Subject to sell, and Buyer hereby agrees to acquire, upon the terms and conditions herein statedof this Agreement (including, that without limitation, Section 15), Seller shall or shall cause the Affiliates to sell and convey and Purchaser shall purchase the following described property (any of which with respect to an individual apartment complex described on the attached Exhibit A, is referred to individually as a "Property" and collectively as the "Properties") or the Interests in the owner of such Property, as indicated on Exhibit A to be transferred by an interest transfer (and therefore the Property owned by the applicable Property Owner): (A) those certain portfolio tracts of Properties listed real estate on Schedule 1 which are situated apartment complexes described on the attached hereto and more particularly Exhibit A, which real estate is legally described in Exhibits A-1 the attached Exhibit B, together with all and singular easements, covenants, agreements, rights, privileges, tenements, hereditaments and appurtenances thereunto now or hereafter belonging or appertaining thereto (collectively the "Land"); and (B) all right, title and interest of Seller or the Affiliates (whether now or hereafter existing) in and to A-16 attached hereto any land lying in the bed of any street, alley, road or avenue (individually whether open, closed or proposed) adjoining the Land or any of it (all of the foregoing being included within the term "Land"); and (C) all right, title and interest of Seller or the Affiliates in and to all of the buildings, structures, fixtures, facilities, installations and other improvements of every kind and description now or hereafter located on the Land, including, without limitation, any and all plumbing, air conditioning, heating, ventilating, mechanical, electrical and other utility systems, parking lots and facilities, landscaping, roadways, sidewalks, swimming pools and other recreational facilities, security devices, signs and light fixtures (collectively, the “Real "Improvements") (the Land and Improvements being collectively referred to as the "Premises"); and (D) all right, title and interest of Seller or the Affiliates in and to all furniture, furnishings, fixtures, equipment, machinery, maintenance vehicles and equipment, tools, parts, recreational equipment, carpeting, computers, computer hardware, window treatments, stationery and other office supplies, and other tangible personal property of every kind and description situated at the Premises, owned by Seller or the Affiliates and which is not leased from third parties or owned by tenants under the Leases, together with all replacements and substitutions therefor (together with the intangible personal property hereinafter identified, including without limitation any trade names used by Seller or an Affiliate with respect to the Premises, collectively the "Personal Property”"), together with:the Personal Property includes, without limitation, the items set forth on Exhibit C attached to this Agreement; and (aE) All buildingsall right, improvements title and interest of Seller or the Affiliates in and to all existing surveys, blue prints, drawings, plans and specifications (including, without limitation, structural, HVAC, mechanical and plumbing plans and specifications) and other structures presently located on documentation for or with respect to the Real Property; all marketing artwork and construction drawings, concerning the Property, in each case, to the extent in the possession or control of Seller or the Affiliates; all tenant lists and data, correspondence with past, present and prospective tenants, vendors, suppliers, utility companies and other third parties, booklets, manuals and promotional and advertising materials concerning the Property or any part thereof, in each case, to the extent in the Seller's or an Affiliate's possession or control; and such other existing books, records and documents (the “Improvements”)including, providedwithout limitation, however, that “Improvements” shall not include any fixtures or other improvements owned by “Tenants” (as hereinafter defined); (bthose relating to ad valorem taxes and leases) All personal property (excluding cash and software) owned by Seller, if any, located in or on, and used exclusively solely in connection with the operation of, of the Real Property to the extent in Seller's or the Improvements (the “Personal Property”);an Affiliate's possession or control; and (cF) Any and all of Seller’s right, title and interest of Seller or the Affiliates in and to the leases, licenses and occupancy agreements covering all or any portion of the Real Property or Improvements leases affecting each Premises (the “"Leases”)") and the other intangible personal property now or hereafter owned by Seller or the Affiliates and relating to the Property, including any guaranties thereof including, without limitation, claims, choses in action, lease and any security deposits thereunder in Seller’s possession at “Closing” (as hereinafter defined); other contract rights, names, and, if available, telephone exchange numbers. (dG) Any and all of Seller’s rightNotwithstanding anything herein to the contrary, title and interest in and to any of the following existing at the Closing (the “Intangibles”): (i) but subject to Paragraph 3(a)(vSection 3(G), all computers, computer hardware, computer programs, computer software license agreements or other computer software that is under license, lease or other agreement that is not assignable contracts and agreements and utility contracts (the “Operating Agreements”) relating to the leasing, operation, maintenance or repair shall not be part of the Real Property, Improvements or Personal Property; (ii) all assignable warranties Property and guaranties issued shall not be transferred to Seller in connection with the Improvements or the Personal Property; (iii) all assignable permits, licenses, approvals and authorizations issued by any governmental authority in connection with the Real Property; (iv) all assignable drawings, plans, building permits, surveys and certificates of occupancy relating to the Real Property or the Personal Property, if any; and (v) all assignable trademarks, trade names and websites relating to the Real Property, if any. The Real Property, Improvements, Personal Property, Leases and Intangibles are collectively referred to hereinafter for a specific property as a “Property” and collectively as the “Properties”Purchaser.

Purchase and Sale of Property. Subject to and in accordance with the ----------------------------- terms and provisions of this Agreement, Seller hereby agrees to sell, sell to Purchaser and Buyer Purchaser hereby agrees to acquire, upon the terms and conditions herein stated, that certain portfolio of Properties listed on Schedule 1 attached hereto and more particularly described in Exhibits A-1 to A-16 attached hereto (individually and collectivelypurchase from Seller, the “Real Property”), together withwhich term "Property" shall mean and include the following: (a) All buildings, improvements and other structures presently located on the Real Property all that tract or parcel of land (the “Improvements”)"Land") located in Troy, providedOakland County, howeverMichigan, that “Improvements” shall not include any fixtures or other improvements owned by “Tenants” (as hereinafter defined);containing approximately 5.322 acres, having an address of 0000 Xxxxxxxxxx Xxxxx, and being more particularly described on Exhibit "A" hereto; and ----------- (b) All personal property (excluding cash all rights, privileges, and software) easements appurtenant to the Land, including all water rights, mineral rights, reversions, or other appurtenances to said Land to the extent owned by Seller, and all right, title, and interest of Seller, if any, located in and to any land lying in the bed of any street, road, alley, or onright-of-way, and used exclusively in connection with open or proposed, adjacent to or abutting the operation of, the Real Property or the Improvements (the “Personal Property”);Land; and (c) Any all buildings, structures, and improvements situated on the Land, including, without limitation, that certain three story building containing approximately 77,054 rentable square feet, parking areas containing approximately 324 parking spaces and other amenities to be constructed on the Land and owned by Seller, and all apparatus, built-in appliances, equipment, pumps, machinery, plumbing, heating, air conditioning, electrical and other fixtures on the Land and owned by Seller (specifically excluding those owned by any tenant) (all of which are herein collectively referred to as the "Improvements"); and (d) all personal property now owned by Seller and located on or to be located on or in, the Land and Improvements (specifically excluding any and all personal property owned by any tenant) ("Personal Property"); and (e) all of Seller’s 's right, title, and interest, as landlord or lessor, in and to that certain lease agreement (the "Lease") with SIEMENS AUTOMOTIVE CORPORATION ("Tenant"), dated January ____, 2000; and (f) all of Seller's right, title, and interest in and to the plans and specifications with respect to the Improvements and any guarantees, trademarks, rights of copyright, warranties, or other rights related to the ownership of or use and operation of the Land, Personal Property, or Improvements, all governmental licenses and permits, and all intangibles associated with the Land, Personal Property, and Improvements, including the name of the Improvements and the logo therefor, if any; and (g) all of Seller's right, title and interest in and to the leases, licenses and occupancy agreements covering all or any portion of the Real Property or Improvements contracts described on Exhibit "B" hereto (the “Leases”"Contracts"), including any guaranties thereof and any security deposits thereunder in Seller’s possession at “Closing” (as hereinafter defined); and (d) Any and all of Seller’s right, title and interest in and to any of the following existing at the Closing (the “Intangibles”): (i) subject to Paragraph 3(a)(v), all assignable contracts and agreements and utility contracts (the “Operating Agreements”) relating to the leasing, operation, maintenance extent the same ----------- survive Closing or repair of the Real Property, Improvements or Personal Property; (ii) all assignable warranties and guaranties issued to Seller in connection with the Improvements or the Personal Property; (iii) all assignable permits, licenses, approvals and authorizations issued by any governmental authority in connection with the Real Property; (iv) all assignable drawings, plans, building permits, surveys and certificates of occupancy relating to the Real Property or the Personal Property, if any; and (v) all assignable trademarks, trade names and websites relating to the Real Property, if any. The Real Property, Improvements, Personal Property, Leases and Intangibles are collectively referred to hereinafter for a specific property as a “Property” and collectively as the “Properties”require performance after Closing.

Purchase and Sale of Property. Subject to and in accordance with the terms and provisions of this Agreement, Seller hereby agrees to sell, sell to Purchaser and Buyer Purchaser hereby agrees to acquire, upon the terms and conditions herein stated, that certain portfolio of Properties listed on Schedule 1 attached hereto and more particularly described in Exhibits A-1 to A-16 attached hereto (individually and collectivelypurchase from Seller, the “Real Property”), together withwhich term "Property" shall mean and include the following: (a) All buildingsthe parcels of land located in the City of San Diego, improvements California located at 000 X Xxxxxx, and other structures presently located 000 X Xxxxxx, Xxx Xxxxx, being more particularly described on Exhibit "A" attached hereto (hereinafter referred to as the Real Property (the “Improvements”"Land"), provided, however, that “Improvements” shall not include any fixtures or other improvements owned by “Tenants” (as hereinafter defined);; and (b) All personal property (excluding cash all rights, privileges, and software) owned by easements appurtenant to the Land, including all water rights, mineral rights, development rights, air rights, reversions, or other appurtenances to said Land, and all right, title, and interest of Seller, if any, located in and to any land lying in the bed of any street, road, alley, or onright-of-way, and used exclusively in connection with open or proposed, adjacent to or abutting the operation of, the Real Property or the Improvements (the “Personal Property”);Land; and (c) Any Seller's right, title and interest in all buildings, structures, and improvements situated on the Land and the property underlying the Ground Leases, including, without limitation, those two office buildings containing approximately 781,000 square feet of net rentable floor area, all parking areas and other amenities located on the Land, and all apparatus, elevators, built-in appliances, equipment, pumps, machinery, plumbing, heating, air conditioning, and electrical and other fixtures located on the Land (all of which are together hereinafter referred to as the "Improvements"); and (d) Seller's right, title and interest in the ground tenant's interest in those five ground leases underlying a portion of the Improvements located at 000 X Xxxxxx all dated as of June 28, 1963 and more particularly described on Exhibit "B" attached hereto (hereinafter referred to as the "Ground Leases"); and (e) all equipment, supplies, tools, furniture, furnishings, office equipment, fittings, appliances, shades, wall-to-wall carpet, draperies, screens and screening, art, awnings, plants, shrubbery, landscaping, lawn care and building maintenance equipment, vending machines and other furnishings or items of personal property owned by Seller and located at the Land and Improvements (all of which are together hereinafter referred to as the "Personal Property"); and (f) all of Seller’s 's right, title, and interest, as landlord or lessor, in and to each of the Leases (as hereinafter defined) and any and all guaranties of the Leases; and (g) all of Seller's right, title, and interest in and to the plans and specifications with respect to the Improvements and any guarantees, trademarks, rights of copyright, warranties, or other rights related to the ownership of or use and operation of the Land, Personal Property, or Improvements, all governmental licenses and permits, and all intangibles associated with the Land, Personal Property, and Improvements. (h) of Seller's right, title and interest in and to the leases, licenses and occupancy agreements covering all or any portion of the Real Property or Improvements (the “Leases”), including any guaranties thereof and any security deposits thereunder in Seller’s possession at “Closing” (as hereinafter defined); and (d) Any and all of Seller’s right, title and interest in and to any of the following existing at the Closing (the “Intangibles”): (i) subject to Paragraph 3(a)(v), all assignable contracts and agreements and utility contracts (the “Operating Agreements”) relating to the leasing, operation, maintenance or repair of the Real Property, Improvements or Personal Property; (ii) all assignable warranties and guaranties issued to Seller in connection with the Improvements or the Personal Property; (iii) all assignable permits, licenses, approvals and authorizations issued by any governmental authority in connection with the Real Property; (iv) all assignable drawings, plans, building permits, surveys and certificates of occupancy relating to the Real Property or the Personal Propertycontracts, if any; and , described on Exhibit "F" attached hereto (v) all assignable trademarksthe "Contracts"), trade names and websites relating to the Real Property, if any. The Real Property, Improvements, Personal Property, Leases and Intangibles are collectively referred to hereinafter for a specific property as a “Property” and collectively as extent the “Properties”same survive the Closing or require performance after Closing.