Common use of Third Party Sales Clause in Contracts

Third Party Sales. The Partnership is not affiliated in any way with the Bidder, and the money that may be paid to Limited Partners for Units tendered in the Offer will not come from, or through, the Partnership. Once the Partnership receives sufficient evidence of a sale from both the seller and buyer directing the Partnership to transfer the Units, the Units are transferred to the buyer upon the approval of the General Partner, The Provo Group, Inc. (“TPG”). The Partnership will not be responsible for making sure any seller is paid. However, under the IRS Safe Harbor rules, in one year TPG can only approve the transfers of Units sold up to 2% of the total number of Partnership Units outstanding (46,280.30). We have already approved transfers aggregating approximately 1.9989% of the outstanding Units in 2019. Accordingly, the Partnership does not have the ability to approve the transfer of any additional Units until the year 2020, except for Units sold and transferred through a Qualified Matching Service (see Section 5 below). With any unsolicited offer, it is important to thoroughly evaluate the terms and conditions. The fine print may be difficult to understand. For example, one area that could lead to confusion is who is entitled to receive (or get credit for) any distributions that occur before the sale is completed and any Unit is transferred to the Bidder. The SEC has information for investors pertaining to mini-tender offers and has issued warnings about mini-tender offers. One SEC notice states: “Some bidders make mini-tender offers at below-market prices, hoping that they will catch investors off guard if the investors do not compare the offer price to the current market price.” Information from the SEC on min-tender offers can be found at wxx.xxx.xxx/xxxxxxx/xxxxxxx.xxx and hxxxx://xxx.xxx.xxx/xxxxxxxx/pubs/minitend.htm.

Third Party Sales. The Partnership is not affiliated in any way with the Bidder, and the money that may be paid to Limited Partners for Units tendered in the Offer will not come from, or through, the Partnership. Once the Partnership receives sufficient evidence of a sale from both the seller and buyer directing the Partnership to transfer the Units, the Units are transferred to the buyer upon the approval of the General Partner, The Provo Group, Inc. (“TPG”). The Partnership will not be responsible for making sure any seller is paid. However, under the IRS Safe Harbor rules, in one year TPG can only approve the transfers of Units sold up to 2% of the total number of Partnership Units outstanding (46,280.30). We have already approved transfers aggregating approximately 1.99891.8955% of the outstanding Units in 20192020. Accordingly, the Partnership does not have the ability to approve the transfer of any additional Units until the year 20202021, except for Units sold and transferred through a Qualified Matching Service (see Section 5 below). With any unsolicited offer, it is important to thoroughly evaluate the terms and conditions. The fine print may be difficult to understand. For example, one area that could lead to confusion is who is entitled to receive (or get credit for) any distributions that occur before the sale is completed and any Unit is transferred to the Bidder. The SEC has information for investors pertaining to mini-tender offers and has issued warnings about mini-tender offers. One SEC notice states: “Some bidders make mini-tender offers at below-market prices, hoping that they will catch investors off guard if the investors do not compare the offer price to the current market price.” Information from the SEC on min-tender offers can be found at wxx.xxx.xxx/xxxxxxx/xxxxxxx.xxx and hxxxx://xxx.xxx.xxx/xxxxxxxx/pubs/minitend.htm.

Third Party Sales. The Partnership is not affiliated in any way with the Bidder, Bidder and the money that may be paid to Limited Partners tendered for Units tendered in the Offer will not come from, or through, the Partnership. Once the Partnership receives sufficient evidence of a sale from both the seller and buyer directing the Partnership to transfer the Units, the Units are transferred to the buyer upon the approval of the General Partner, The Provo Group, Inc. (“TPG”). The Partnership will not be responsible for making sure any seller is paid. However, under the IRS Safe Harbor rules, in one year TPG can only approve the transfers of Units sold up to 2% of the total number of Partnership Units outstanding (46,280.30). We have already approved transfers aggregating approximately 1.99891.96% of the outstanding Units in 20192016. Accordingly, the Partnership does not have the ability to approve the transfer of any additional Units until the year 20202017, except for Units sold and transferred through a Qualified Matching Service (see Section 5 item 4 below). With any unsolicited offer, it is important to thoroughly evaluate the terms and conditions. The fine print may be difficult to understand. For example, one area that could lead to confusion is who is entitled to receive (or get credit for) any distributions that occur before the sale is completed and any Unit is transferred to the Bidder. DiVall Insured Income Properties 2, L.P. December 15, 2016 The SEC has information for investors pertaining to mini-tender offers and has issued warnings about mini-tender offers. One SEC notice states: “Some bidders make mini-tender offers at below-market prices, hoping that they will catch investors off guard if the investors do not compare the offer price to the current market price.” Information from the SEC on min-tender offers can be found at wxx.xxx.xxx/xxxxxxx/xxxxxxx.xxx and hxxxx://xxx.xxx.xxx/xxxxxxxx/pubs/minitend.htm.

Third Party Sales. The Partnership is not affiliated in any way with the Bidder, Bidder and the money that may be paid to Limited Partners tendered for Units tendered in the Offer will does not come from, from or through, through the Partnership. Once the Partnership receives sufficient evidence of a sale from both the seller and buyer directing the Partnership to transfer the Units, the Units are transferred to the buyer upon the approval of the General Partner, The Provo Group, Inc. Inc (“TPG”). The Partnership will not be responsible for making sure any the seller is paid. However, under the IRS Safe Harbor rules, in one year TPG can only approve the transfers of Units sold up to 2% of the total number of Partnership Units outstanding (46,280.30). We have already approved transfers aggregating approximately 1.99891.98% of the outstanding Units in 20192011. Accordingly, the Partnership does not have the ability to approve the transfer of any additional Partnership Units until the year 20202012, except for Units sold and transferred through a Qualified Matching Service (see Section 5 item 4 below). DiVall Insured Income Properties 2, L.P. August 31, 2011 With any unsolicited offer, it is important to thoroughly evaluate the terms and conditions. The fine print may be difficult to understand. For example, one area that could seems to lead to confusion is who is entitled to receive (or get credit for) any distributions that occur before the sale is completed and any the Unit is transferred to the Biddertransferred. The SEC has information for investors pertaining to mini-tender offers and has issued warnings about mini-tender offers. One The SEC notice states: “Some bidders make mini-tender offers at below-market prices, hoping that they will catch investors off guard if the investors do not compare the offer price to the current market price.” Information from the The SEC on min-tender offers notice can be found at wxx.xxx.xxx/xxxxxxx/xxxxxxx.xxx and hxxxx://xxx.xxx.xxx/xxxxxxxx/pubs/minitend.htmxxx.xxx.xxx/xxxxxxx/xxxxxxx.xxx.

Third Party Sales. The Partnership is not affiliated in any way with the Bidder, Bidder and the money that may be paid to Limited Partners tendered for Units tendered in the Offer will does not come from, from or through, through the Partnership. Once the Partnership receives sufficient evidence of a sale from both the seller and buyer directing the Partnership to transfer the Units, the Units are transferred to the buyer upon the approval of the General Partner, The Provo Group, Inc. Inc (“TPG”). The Partnership will not be responsible for making sure any the seller is paid. However, under the IRS Safe Harbor rules, in one year TPG can only approve the transfers of Units sold up to 2% of the total number of Partnership Units outstanding (46,280.30). We have already approved transfers aggregating approximately 1.99891.98% of the outstanding Units in 20192011. Accordingly, the Partnership does not have the ability to approve the transfer of any additional Partnership Units until the year 20202012, except for Units sold and transferred through a Qualified Matching Service (see Section 5 item 4 below). DiVall Insured Income Properties 2, L.P. April 20, 2011 With any unsolicited offer, it is important to thoroughly evaluate the terms and conditions. The fine print may be difficult to understand. For example, one area that could seems to lead to confusion is who is entitled to receive (or get credit for) any distributions that occur before the sale is completed and any the Unit is transferred to the Biddertransferred. The SEC has information for investors pertaining to mini-tender offers and has issued warnings about mini-tender offers. One The SEC notice states: “Some bidders make mini-tender offers at below-market prices, hoping that they will catch investors off guard if the investors do not compare the offer price to the current market price.” Information from the The SEC on min-tender offers notice can be found at wxx.xxx.xxx/xxxxxxx/xxxxxxx.xxx and hxxxx://xxx.xxx.xxx/xxxxxxxx/pubs/minitend.htmxxx.xxx.xxx/xxxxxxx/xxxxxxx.xxx.

Third Party Sales. The Partnership is not affiliated in any way with the Bidder, Bidder and the money that may be paid to Limited Partners tendered for Units tendered in the Offer will not come from, or through, the Partnership. Once the Partnership receives sufficient evidence of a sale from both the seller and buyer directing the Partnership to transfer the Units, the Units are transferred to the buyer upon the approval of the General Partner, The Provo Group, Inc. (“TPG”). The Partnership will not be responsible for making sure any seller is paid. However, under the IRS Safe Harbor rules, in one year TPG can only approve the transfers of Units sold up to 2% of the total number of Partnership Units outstanding (46,280.30). We have already approved transfers aggregating approximately 1.99891.96% of the outstanding Units in 20192016. Accordingly, the Partnership does not have the ability to approve the transfer of any additional Units until the year 20202017, except for Units sold and transferred through a Qualified Matching Service (see Section 5 item 4 below). With any unsolicited offer, it is important to thoroughly evaluate the terms and conditions. The fine print may be difficult to understand. For example, one area that could lead to confusion is who is entitled to receive (or get credit for) any distributions that occur before the sale is completed and any Unit is transferred to the Bidder. DiVall Insured Income Properties 2, L.P. November 8, 2016 The SEC has information for investors pertaining to mini-tender offers and has issued warnings about mini-tender offers. One SEC notice states: “Some bidders make mini-tender offers at below-market prices, hoping that they will catch investors off guard if the investors do not compare the offer price to the current market price.” Information from the SEC on min-tender offers can be found at wxx.xxx.xxx/xxxxxxx/xxxxxxx.xxx and hxxxx://xxx.xxx.xxx/xxxxxxxx/pubs/minitend.htm.

Third Party Sales. The Partnership is not affiliated in any way with the Bidder, and the money that may be paid to Limited Partners for Units tendered in the Offer will not come from, or through, the Partnership. Once the Partnership receives sufficient evidence of a sale from both the seller and buyer directing the Partnership to transfer the Units, the Units are transferred to the buyer upon the approval of the General Partner, The Provo Group, Inc. (“TPG”). The Partnership will not be responsible for making sure any seller is paid. However, under the IRS Safe Harbor rules, in one year TPG can only approve the transfers of Units sold up to 2% of the total number of Partnership Units outstanding (46,280.30). We have already approved transfers aggregating approximately 1.99891.96% of the outstanding Units in 20192017. Accordingly, the Partnership does not have the ability to approve the transfer of any additional Units until the year 20202018, except for Units sold and transferred through a Qualified Matching Service (see Section 5 below). With any unsolicited offer, it is important to thoroughly evaluate the terms and conditions. The fine print may be difficult to understand. For example, one area that could lead to confusion is who is entitled to receive (or get credit for) any distributions that occur before the sale is completed and any Unit is transferred to the Bidder. The SEC has information for investors pertaining to mini-tender offers and has issued warnings about mini-tender offers. One SEC notice states: “Some bidders make mini-tender offers at below-market prices, hoping that they will catch investors off guard if the investors do not compare the offer price to the current market price.” Information from the SEC on min-tender offers can be found at wxx.xxx.xxx/xxxxxxx/xxxxxxx.xxx and hxxxx://xxx.xxx.xxx/xxxxxxxx/pubs/minitend.htm.