FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT

Exhibit 2.3

This FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (“Amendment”) is entered into as of the 30th day of September, 2013, by and among the entities identified on the signature pages hereof as Buyer (individually and collectively, “Buyer”) and the entities identified on the signature pages hereof as Seller (individually and collectively, “Seller”).

RECITALS

Seller and Buyer entered into that certain Purchase and Sale Agreement dated July 24, 2013 (as amended pursuant to certain Seller Change Notices, the “Original Agreement”) with respect to the purchase and sale of the Properties more particularly described therein. Unless otherwise expressly provided herein, all defined terms used in this Amendment shall have the meanings set forth in the Original Agreement. Seller and Buyer desire to amend the Original Agreement on the terms and conditions set forth in this Amendment. The Original Agreement as amended by this Amendment is referred to herein as the “Agreement”.

AGREEMENT

In consideration of the mutual covenants and provisions of this Amendment and the Original Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Seller and Buyer agree as follows:

1. Property Removal and Reduction in Purchase Price. The Property located at 00 Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx and more particularly described on Exhibit A attached hereto is hereby removed from the Properties to be sold to Buyer and the Purchase Price is hereby reduced to $969,473,072.65.

2. Seller Name. Schedule 1(a) of the Original Agreement is hereby amended to reflect:

(a) First States Investors 4044, LLC as the Seller of the Property located at 000 Xxxx Xxxxx Xxxxxx, Xxxxxxx, XX. By its signature hereto, such Seller acknowledges and agrees to the terms of the Agreement. First States Investors 4000D, LLC is hereby removed as a Seller under the Agreement;

(b) First States Investors GS Pool A L.P. as the Seller of the Property located at 000 X.X. 0^xx Xxxxxx, Xxxxxx Xxxx, XX. By its signature hereto, such Seller acknowledges and agrees to the terms of the Agreement. First States Investors 5200, LLC is hereby removed as a Seller under the Agreement;

(c) FP2-4 LLC as the Seller of the Property located at 0000 Xxxxxxxx Xxxx., Xx Xxxx, XX. By its signature hereto, such Seller acknowledges and agrees to the terms of the Agreement. FP2-9 LLC is hereby removed as a Seller under the Agreement;

(d) the correction of the name of the Seller entity First States Investors 4100B, LLC to First States Investors 4100B, L.P.; and

(e) First States Properties No. 19, LLC as the Seller of the Property located at 000 Xxxxxxxxx Xxxxxx, Xxxxxxx, XX and the Property located at 000 Xxxxxxxxxx Xxxxxx, Xxxxxxx, XX. By its signature hereto, such Seller acknowledges and agrees to the terms of the Agreement. First States Investors 3300, LLC is hereby removed as a Seller under the Agreement.

3. Caguas, PR Property.

(a) Schedule 1(a) of the Original Agreement is hereby amended to delete the reference to “(Leasehold as to parking)” from the row identifying the Property located at Xxxxx Xx State Rd. 172 & Xxxxxx, Caguas, Puerto Rico.

(b) The following is hereby deleted in its entirety from Schedule 1(b-2) of the Original Agreement:

“Store No. 518, Caguas, PR

- Lease Agreement dated October 10, 1991 among Xxxxx Xxxxxx D’Arcy and Xxxxx Xxxxxx Xxxxxxxx, as Landlord, and Kentucky Fried Chicken Puerto Rico, Inc., as Tenant”

4. Legal Descriptions. The legal description for the Property located at 0000 Xxxxxxx 00, Xxxxxxxxxx, Xxxxxxxxx and the legal description for the Property located at 000 Xxxx Xxxxxx Xxxxxx Xxxx, Xxxxxxx, Xxxxxxx, each attached as part of Schedule 1(a) of the Original Agreement, are each hereby deleted and replaced in their entirety with the legal descriptions attached hereto as Exhibit B-1 and Exhibit B-2, respectively.

5. Approved Assignees. Schedule 15 attached hereto is hereby added as Schedule 15 to the Original Agreement.

6. Closing.

(a) Section 12(a) of the Original Agreement is hereby amended and restated in its entirety as follows:

“(a) As used in this Agreement, (x) (I) September 30, 2013 is referred to herein as the “First Closing Date”, (II) October 1, 2013 is referred to herein as the “Second Closing Date”), and (III) (a date after the Second Closing Date to be reasonably determined by the Parties for the sale of Properties not sold in the First Closing or the Second Closing is referred to herein as the “Third Closing Date” and (IV) each of the First Closing Date, the Second Closing Date, and the Third Closing Date, is sometimes referred to herein as a “Closing Date”); (y) (I) with respect to all Properties sold on the First Closing Date (“First Closing Properties”), the closing of the sale of such Properties is referred to herein as the “First Closing”, (II) with respect to all Properties sold on the Second Closing Date (“Second Closing Properties”), the closing of the sale of such

Properties is referred to herein as the “Second Closing”; (III) with respect to all Properties sold on the Third Closing Date (“Third Closing Properties”), the closing of the sale of such Properties is referred to herein as the “Third Closing” ; and (IV) each of the First Closing, the Second Closing, and the Third Closing is sometimes referred to herein as a “Closing”); and (z) “Outside Closing Date” means October 30, 2013 (which date may be extended upon the mutual agreement of the Parties). Notwithstanding the foregoing, (i) for any Property regarding which Seller is required to request an Estoppel Certificate pursuant and subject to Section 10, it shall be a condition precedent to Buyer’s obligation to purchase such Property that the Closing not occur until at least five (5) days after such Estoppel Certificate, with such commercially reasonable edits as the applicable third party may make thereto, has been delivered to Buyer, (ii) for any Property where Seller is required to request a Purchase Option Waiver pursuant and subject to Section 10, it shall be a condition precedent to Seller’s obligation to sell such Property, and Buyer’s obligation to purchase such Property, that the Closing not occur until at least five (5) days after such Purchase Option Waiver has been obtained (or the right of the applicable Person to exercise its Purchase Option under the applicable Lease or other instrument shall have expired pursuant to the express terms of the Lease or other instrument), (iii) for any Property where Seller is required to request a Ground Lessor Consent pursuant and subject to Section 10 (whether separately or within the applicable Ground Lessor Estoppel), it shall be a condition precedent to Seller’s obligation to sell such Property, and Buyer’s obligation to purchase such Property, that the Closing not occur until at least five (5) days after such Ground Lessor Consent (whether separately or within the applicable Ground Lessor Estoppel) has been obtained, and (iv) for any Property where the sale of such Property to Buyer is subject to a Permitted Assumption, it shall be a condition precedent to Seller’s obligation to sell, and Buyer’s obligation to purchase, such Property, that such Permitted Assumption is effected simultaneously with such sale (and any such Property referenced in any of clauses (i) through (iv) of this sentence is referred to herein as a “Third Party Condition Property”). If any condition precedent described in the immediately preceding sentence is not satisfied as to any Third Party Condition Property on or prior to the Outside Closing Date, this Agreement shall terminate as to such Third Party Condition Property. Notwithstanding the foregoing, the Parties may mutually agree to extend the Outside Closing Date for any of the Properties in lieu of the immediately preceding sentence.”

7. Representations and Warranties; Closing.

(a) Without limiting anything contained in Section 6 of this Amendment, any reference in the Original Agreement to representations, warranties or covenants made with respect to (i) any of the First Closing Properties as of the “Closing” shall be deemed a reference to the First Closing, (ii) any of the Second Closing Properties as of the “Closing” shall be deemed a reference to the Second Closing, and (iii) any of the Third Closing Properties as of the “Closing” shall be deemed a reference to the Third Closing. Buyer’s right to indemnification with respect to any Ground Lease, Lease or Assigned Contract as set forth in Section 5(l) of the Original Agreement shall expire and be of no further force or effect on the date that is six (6) months after the particular Closing Date on which the Property to which such Ground Lease, Lease or Assigned Contract relates is sold hereunder. Wherever it appears in the Original Agreement, “Scheduled Closing Date” is hereby deemed replaced with “First Closing Date”. Any documentation referenced in Section 12(c) or 12(d) of the Original Agreement and relating to specific Properties shall only be required to

be delivered by the applicable Party at a Closing to the extent applicable to the specific Property or Properties being sold at such Closing. There shall be separate Closing Statements for each of Buyer and Seller at each Closing.

(b) A portion of the $7,000,000 amount referenced in Section 12(e) of the Original Agreement for payment of Other Closing Costs (the “Other Closing Costs Credit”) will be paid by Buyer at the First Closing toward the payment of Other Closing Costs at the First Closing, such portion (the “First Closing Costs Credit”) equal to the lesser of (i) the product of (A) $7,000,000, multiplied by (B) a fraction, the numerator of which is the portion of the Purchase Price paid at the First Closing and the denominator of which is the Purchase Price or (ii) the amount of Other Closing Costs payable at the First Closing. The excess of the $7,000,000 over the First Closing Costs Credit (the “Remaining Costs Credit”) will be paid by Buyer at subsequent Closings and credited against Other Closing Costs as Seller may determine in its sole discretion (which payment at any such subsequent Closing may include, without limitation, a portion of the Remaining Costs Credit paid as an additional reimbursement for Other Closing Costs at any previous Closing not previously reimbursed by any portion of the Other Closing Costs Credit); provided, however, that if at any time the Agreement is terminated (including without limitation in the event that one or more Properties is not sold on or prior to the Outside Closing Date), then Buyer shall pay immediately to Seller any portion of the Other Closing Costs Credit not previously paid to Seller, up to the total amount of Other Closing Costs at any Closing not previously reimbursed by any portion of the Other Closing Costs Credit.

8. First Closing Properties; Xxxxxxx Money; Purchase Price.

(a) The Parties agree that (i) the First Closing Properties shall be the Properties described on Exhibit C attached hereto, (ii) the Second Closing Properties shall be the Properties described on Exhibit D attached hereto, and (iii) the Third Closing Properties shall be the Properties described on Exhibit E attached hereto.

(b) At the First Closing, a portion of the then existing Xxxxxxx Money shall be applied toward the portion of the Purchase Price paid by Buyer to Seller at such Closing in the amount of $15,531,977.10. At the Second Closing, a portion of the then existing Xxxxxxx Money shall be applied toward the portion of the Purchase Price paid by Buyer to Seller at such Closing in the amount of $10,926,798.70. At the Third Closing, the remaining Xxxxxxx Money will be applied toward the portion of the Purchase Price paid by Buyer to Seller at such Closing. As used in the Original Agreement, “Xxxxxxx Money” shall take into account the reduction in the amount thereof as and when described in this Amendment. Any reference in the Original Agreement to the payment of, or credit against, the “Purchase Price” with respect to Closing shall be deemed a reference to the portion of the Purchase Price being paid in connection with the applicable Closing (as described herein).

(c) The portion of the Purchase Price due at each Closing other than the Third Closing shall be the greater of the combined values of the Properties sold at such Closing as determined by Buyer in its sole discretion (the “Buyer’s ACBs”) or such combined values as determined by Seller in its sole discretion (the “Seller’s Allocated Purchase Prices”). For each such

Closing, Seller may treat on Seller’s books and records and for all tax purposes any excess of the Buyer’s ACBs over the Seller’s Allocated Purchase Prices as a nonrefundable deposit paid by Buyer to Seller with respect to the purchase of Properties sold at a subsequent Closing, such deposit to be applied to such Properties as determined by Seller in its sole discretion. The portion of the Purchase Price due at the Third Closing shall be (i) the Purchase Price, less (ii) the sum of the portions of the Purchase Price paid at the First Closing and the Second Closing. The Seller’s Allocated Purchase Prices exceed the Buyer’s ACBs with respect to the First Closing and the Second Closing in an aggregate amount of $45,029,814.41 (this amount, together with any interest earned thereon and net of investment costs, the “Closing Excess Payment”). This portion of the Purchase Price shall be paid by Buyer to the Title Company at the First Closing. The total of the Closing Excess Payment and the remaining Xxxxxxx Money after the First Closing shall be $68,571,038.61. The Closing Excess Payment shall be invested as Seller directs. Any and all interest earned on any Closing Excess Payment shall be reported to Seller’s federal tax identification number. The Closing Excess Payment shall be nonrefundable to Buyer, and shall be released (including without limitation all net earnings thereon), by the Title Company to Seller at the earliest of (1) the Third Closing, (2) the Outside Closing Date, or (3) the termination of the Agreement. Title Company has executed this Amendment in order to confirm that Title Company shall hold any Closing Excess Payment in escrow, and shall disburse any Closing Excess Payment (including without limitation the net earnings thereon), pursuant to the provisions of this Amendment. Nothing contained herein is intended to change the agreement of Buyer and Seller as set forth in the last sentence of Section 2 of the Original Agreement, including the agreement that the Allocated Purchase Prices shall be used for purposes of calculating deed stamp taxes and transfer taxes.

9. Remediation Properties. The following covenants concern real property located at 0000 Xxxxxxxx Xxxxxxxxx, Xxxxxxxxxx, XX more particularly described in Exhibit F-1 (the “PA Remediation Property”) and the real property located at 000 Xxxxxxxx Xxxxxx, Xxxxxxx, XX more particularly described in Exhibit F-2, (the “WV Remediation Property”, and collectively with the PA Remediation Property the “Remediation Properties” and each a “Remediation Property”).

(a) Seller hereby advises Buyer that the Remediation Properties are impacted by various identified Hazardous Materials. Seller hereby advises Buyer that Hazardous Materials at each Remediation Property require investigation, monitoring, abatement, remediation and/or other corrective action to achieve commercial or industrial use standards, which Seller presently is undertaking (collectively, all such actions are the “Remedial Actions”). Seller advises Buyer that Seller has submitted applications with the Pennsylvania Department of Environmental Protection (for the PA Remediation Property) and with the West Virginia Department of Environmental Protection (for the WV Remediation Property) pursuant to voluntary remediation programs implemented in each such state. Specifically, Seller has applied under, or enrolled in, the Pennsylvania Department of Environmental Protection Act 2 Land Recycling Program and the West Virginia Voluntary Remediation Program. Seller may withdraw from either program, but even if it does so Seller remains responsible to assure completion of the Remedial Actions as set forth herein with respect to each Remediation Property sold to Buyer at any Closing. Buyer agrees that any of its assignees or subtenants and, as applicable, any of its invitees will comply with the applicable terms of the Agreement.

(b) For purposes of the Agreement, Hazardous Materials shall include those related, breakdown or “daughter compounds” of known Hazardous Materials in soil, soil gas or groundwater which first came to be located at, on, or under, or migrated from, each Remediation Property (including groundwater thereunder if applicable) prior to December 9, 2011. “Hazardous Materials” also shall include those substances not known today but identified in any Remedial Actions as having been first released into the environment by acts or omissions on either Remediation Property prior to December 9, 2011.

(i) Seller agrees to undertake the Remedial Actions with respect to such Remediation Property under the terms and conditions herein at Seller’s sole cost and expense.

(ii) Seller agrees that the Remedial Actions with respect to such Remediation Property will be taken in compliance with Environmental Laws.

(iii) Seller shall diligently pursue a written determination of “case closure,” “no further action,” “relief of liability” or similar determinations or certifications (the “Closure”), as applicable, (A) if such Remediation Property is the PA Remediation Property, from the Pennsylvania Department of Environmental Protection for the identified Hazardous Materials at, under or near such Remediation Property, and (B) if such Remediation Property is the WV Remediation Property, from the West Virginia Department of Environmental Protection for the identified Hazardous Materials at, under or near such Remediation Property. If authorized under applicable Environmental Law, however, Closure may be documented by a qualified consultant certification in lieu of a governmental agency determination.

(iv) In pursuing Closure with respect to such Remediation Property, Seller shall be obligated hereunder to conduct the applicable Remedial Actions so as to achieve remedial standards applicable to commercial or industrial properties and shall not be required to achieve any “residential” or “unrestricted use” or “sensitive use” remedial standards. Achievement of standards for Closure may be documented in any manner permitted by the Pennsylvania Department of Environmental Protection (if such Remediation Property is the PA Remediation) and by the West Virginia Department of Environmental Protection (if such Remediation Property is the WV Remediation Property), including a site-specific risk assessment.

(v) Seller shall provide Buyer with periodic updates on progress toward Closure with respect to such Remediation Property, as reasonably requested by Buyer. Buyer remains responsible for any state or federal disclosure obligations, if any, on account of existing site conditions related to Hazardous Materials at such Remediation Property.

(vi) Buyer hereby agrees, upon request from Seller or a governmental official, that if either the Pennsylvania Department of Environmental Protection (if such Remediation Property is the PA Remediation Property) or the West Virginia Department of

Environmental Protection (if such Remediation Property is the WV Remediation Property) condition Closure upon the recording of an instrument against title to such Remediation Property containing any restriction or activity and use limitation, Buyer shall agree to the recording thereof; provided, however, any such activity and use limitation shall allow the current surface uses at such Remediation Property. Buyer expressly agrees that recorded activity and use restrictions: (i) on investigation and handling of soils, (ii) on the use of groundwater, and (iii) which require notice of construction or similar activities to governmental officials or (iv) notices to subsequent owners, lessees or invitees of residual Hazardous Materials, shall be acceptable restrictions or activity and use limitations to be contained in any such instrument.

(vii) Buyer agrees that the Remedial Actions at such Remediation Property may include long term monitoring of Hazardous Materials (i.e., monitoring extending beyond a 12 month term), if Seller determines the same is necessary or advisable, provided such monitoring does not unreasonably interfere with Buyer’s surface uses. Natural attenuation shall be an acceptable remedy, provided such remedy does not unreasonably interfere with current surface uses.

(viii) Buyer further agrees not to pursue or to consent to any changes in the current zoning designation at such Remediation Property.

(ix) At the Closing that includes such Remediation Property, Buyer and Seller shall enter into a Limited Access Agreement with respect to such Remediation Property in the form attached hereto as Exhibit G (the “Limited Access Agreement”). If both Remediation Properties are included in the same Closing, then there shall be one Limited Access Agreement regarding both Remediation Properties.

(x) Buyer agrees to cooperate in all reasonable respects to assist Seller in conducting the Remedial Actions and pursuing Closure with respect to such Remediation Property, including executing such consents, applications or forms as are reasonable necessary to be executed by a landowner, provided Buyer’s cooperation in all such circumstances is lawful. Buyer specifically agrees if Seller pursues any reimbursement, or cost recovery or other funds pursuant to any applicable underground storage tank fund designed to pay for or reimburse funds expended to conduct Remedial Actions respecting releases of Hazardous Materials from underground storage tanks at such Remediation Property, Buyer shall cooperate so that any such funds as may be recoverable are directed to Seller to reimburse Seller’s costs. Buyer further agrees to reasonably cooperate if environmental officials require information from Buyer. If any such cooperation under the Agreement involves more than limited administrative or ministerial support, then Buyer may request reimbursement of such documented, out of pocket costs in aid of Seller’s completion of such Remedial Actions.

(xi) Buyer agrees that Seller’s sole obligation with respect to Closure regarding such Remediation Property shall be to achieve such Closure under at least a commercial/industrial remediation standard is achieved, including, specifically, no “diminution in value” or “property stigma” claims against Seller (or any person whom Seller may have a duty to indemnify) and Buyer hereby waives, surrenders and releases all claims regarding such Closure so long as at least such standard is achieved.

(xii) Unless Seller shall consent in writing, Buyer shall not pursue any claims of any kind against any prior owner or operator at such Remediation Property so long as Seller performs its covenants under this Section 9 and the Limited Access Agreement related to such Remediation Property.

(c) Notwithstanding the foregoing, Seller shall not be obligated to conduct any Remedial Actions on, at or near any Remediation Property respecting any Hazardous Materials that were first released into the environment by third parties on or at properties other than such Remediation Property, or that were first released into the environment on, at or under such Remediation Property by Buyer or by any person accessing such Remediation Property (whether with consent or not) on or after the Closing Date on which such Remediation Property is sold to Buyer.

(d) Buyer agrees that neither the presence on the Remediation Properties of Hazardous Materials, nor the required Remedial Activities, nor any information disclosed to Buyer by Seller regarding the Remediation Properties on or prior to the date hereof, results or will result in the failure of any condition precedent to Buyer’s obligations under the Agreement or any breach by Seller under the terms of the Agreement.

(e) If Buyer sells, leases or otherwise transfers (any of the foregoing, a “Transfer”) any Remediation Property or any interest therein, Buyer agrees that, at Seller’s sole election, the buyer, lessee, or other transferee (any of the foregoing, a “Transferee”) shall enter into an agreement with Seller, effective upon the date of Transfer, containing covenants substantively identical to the covenants contained in the Limited Access Agreement and this Section 9 with respect to such Remediation Property (a “New Remediation Agreement”), and if Seller elects that a New Remediation Agreement is to be entered into between Seller and Transferee as of the date of such Transfer, and it is not so entered into, then all obligations of Seller under such Limited Access Agreement and this Section 9 with respect to such Remediation Property shall immediately terminate and be of no further force or effect.

10. No Other Changes. The Original Agreement remains in full force and effect (including, without limitation, Section 11 thereof (but subject to Section 9(d) of this Amendment)) and, except as expressly provided in this Amendment and those certain Seller Change Notices delivered to Buyer prior to the date hereof, is unmodified. The Parties hereby ratify and re-affirm the Original Agreement, as amended by this Amendment and those certain Seller Change Notices delivered to Buyer prior to the date hereof.

11. Entire Agreement. This Amendment constitutes the entire agreement between the Parties with respect to the subject matter hereof, and there are no other representations, warranties or agreements, written or oral, between Seller and Buyer with respect to the subject matter of this Amendment.

12. Counterparts. This Amendment may be executed in counterparts, each of which shall constitute an original, but all of which together shall constitute one agreement. The signature

page of any counterpart may be detached therefrom without impairing the legal effect of the signature(s) thereon provided such signature page is attached to any other counterpart identical thereto except having additional signature pages executed by the other Party. Counterpart copies of this Amendment may be delivered by telefacsimile or electronic mail, which shall have the same legal effect as originals.

13. Binding Effect. This Amendment shall be binding upon and inure to the benefit of Seller and Buyer and their respective successors and permitted assigns.

[signatures follow]

IN WITNESS WHEREOF, Buyer and Seller have executed this Amendment as of the date first set forth above.

SELLER:

[see attached]

FATD-H LLC,

a Delaware limited liability company

By: /s/ Xxxxxxxxxxx X. Xxxxxxxx

Name: Xxxxxxxxxxx X. Xxxxxxxx

Title: President

FGT Holdings LLC,

a Delaware limited liability company

By: /s/ Xxxxxxxxxxx X. Xxxxxxxx

Name: Xxxxxxxxxxx X. Xxxxxxxx

Title: President

FGECO LLC,

a Delaware limited liability company

By: /s/ Xxxxxxxxxxx X. Xxxxxxxx

Name: Xxxxxxxxxxx X. Xxxxxxxx

Title: President

FSAAB LLC,

a Delaware limited liability company

By: /s/ Xxxxxxxxxxx X. Xxxxxxxx

Name: Xxxxxxxxxxx X. Xxxxxxxx

Title: President

XX Xxxxxxxx Core LLC,

a Delaware limited liability company

By: /s/ Xxxxxxxxxxx X. Xxxxxxxx

Name: Xxxxxxxxxxx X. Xxxxxxxx

Title: President

FWDC LLC,

a Delaware limited liability company

By: /s/ Xxxxxxxxxxx X. Xxxxxxxx

Name: Xxxxxxxxxxx X. Xxxxxxxx

Title: President

FGECO LLC,

a Delaware limited liability company

By: /s/ Xxxxxxxxxxx X. Xxxxxxxx

Name: Xxxxxxxxxxx X. Xxxxxxxx

Title: President

FP1-9 LLC,

a Delaware limited liability company

By: /s/ Xxxxxxxxxxx X. Xxxxxxxx

Name: Xxxxxxxxxxx X. Xxxxxxxx

Title: President

FP1-4 LLC,

a Delaware limited liability company

By: /s/ Xxxxxxxxxxx X. Xxxxxxxx

Name: Xxxxxxxxxxx X. Xxxxxxxx

Title: President

FP1-1 LLC,

a Delaware limited liability company

By: /s/ Xxxxxxxxxxx X. Xxxxxxxx

Name: Xxxxxxxxxxx X. Xxxxxxxx

Title: President

FP1-10 LLC,

a Delaware limited liability company

By: /s/ Xxxxxxxxxxx X. Xxxxxxxx

Name: Xxxxxxxxxxx X. Xxxxxxxx

Title: President

FP1-11 LLC,

a Delaware limited liability company

By: /s/ Xxxxxxxxxxx X. Xxxxxxxx

Name: Xxxxxxxxxxx X. Xxxxxxxx

Title: President

FP1-2 LLC,

a Delaware limited liability company

By: /s/ Xxxxxxxxxxx X. Xxxxxxxx

Name: Xxxxxxxxxxx X. Xxxxxxxx

Title: President

FP1-5 LLC,

a Delaware limited liability company

By: /s/ Xxxxxxxxxxx X. Xxxxxxxx

Name: Xxxxxxxxxxx X. Xxxxxxxx

Title: President

FP1-7 LLC,

a Delaware limited liability company

By: /s/ Xxxxxxxxxxx X. Xxxxxxxx

Name: Xxxxxxxxxxx X. Xxxxxxxx

Title: President

FP1-8 LLC,

a Delaware limited liability company

By: /s/ Xxxxxxxxxxx X. Xxxxxxxx

Name: Xxxxxxxxxxx X. Xxxxxxxx

Title: President

FP2-3 LLC,

a Delaware limited liability company

By: /s/ Xxxxxxxxxxx X. Xxxxxxxx

Name: Xxxxxxxxxxx X. Xxxxxxxx

Title: President

FP2-5 LLC,

a Delaware limited liability company

By: /s/ Xxxxxxxxxxx X. Xxxxxxxx

Name: Xxxxxxxxxxx X. Xxxxxxxx

Title: President

FP2-6 LLC,

a Delaware limited liability company

By: /s/ Xxxxxxxxxxx X. Xxxxxxxx

Name: Xxxxxxxxxxx X. Xxxxxxxx

Title: President

FP2-7 LLC,

a Delaware limited liability company

By: /s/ Xxxxxxxxxxx X. Xxxxxxxx

Name: Xxxxxxxxxxx X. Xxxxxxxx

Title: President

FP2-14 LLC,

a Delaware limited liability company

By: /s/ Xxxxxxxxxxx X. Xxxxxxxx

Name: Xxxxxxxxxxx X. Xxxxxxxx

Title: President

FP2-1 LLC,

a Delaware limited liability company

By: /s/ Xxxxxxxxxxx X. Xxxxxxxx

Name: Xxxxxxxxxxx X. Xxxxxxxx

Title: President

FP2-12 LLC,

a Delaware limited liability company

By: /s/ Xxxxxxxxxxx X. Xxxxxxxx

Name: Xxxxxxxxxxx X. Xxxxxxxx

Title: President

FP2-11 LLC,

a Delaware limited liability company

By: /s/ Xxxxxxxxxxx X. Xxxxxxxx

Name: Xxxxxxxxxxx X. Xxxxxxxx

Title: President

FP2-8 LLC,

a Delaware limited liability company

By: /s/ Xxxxxxxxxxx X. Xxxxxxxx

Name: Xxxxxxxxxxx X. Xxxxxxxx

Title: President

FP2-13 LLC,

a Delaware limited liability company

By: /s/ Xxxxxxxxxxx X. Xxxxxxxx

Name: Xxxxxxxxxxx X. Xxxxxxxx

Title: President

FP2-4 LLC,

a Delaware limited liability company

By: /s/ Xxxxxxxxxxx X. Xxxxxxxx

Name: Xxxxxxxxxxx X. Xxxxxxxx

Title: President

FIGRYANH-11 LLC,

a Delaware limited liability company

By: /s/ Xxxxxxxxxxx X. Xxxxxxxx

Name: Xxxxxxxxxxx X. Xxxxxxxx

Title: President

FIGRYANH-14 LLC,

a Delaware limited liability company

By: /s/ Xxxxxxxxxxx X. Xxxxxxxx

Name: Xxxxxxxxxxx X. Xxxxxxxx

Title: President

FIGRYANH-6 LLC,

a Delaware limited liability company

By: /s/ Xxxxxxxxxxx X. Xxxxxxxx

Name: Xxxxxxxxxxx X. Xxxxxxxx

Title: President

FIGRYANH-9 LLC,

a Delaware limited liability company

By: /s/ Xxxxxxxxxxx X. Xxxxxxxx

Name: Xxxxxxxxxxx X. Xxxxxxxx

Title: President

FIGRYANH-8 LLC,

a Delaware limited liability company

By: /s/ Xxxxxxxxxxx X. Xxxxxxxx

Name: Xxxxxxxxxxx X. Xxxxxxxx

Title: President

FIGRYANH-2 LLC,

a Delaware limited liability company

By: /s/ Xxxxxxxxxxx X. Xxxxxxxx

Name: Xxxxxxxxxxx X. Xxxxxxxx

Title: President

FIGRYANH-7 LLC,

a Delaware limited liability company

By: /s/ Xxxxxxxxxxx X. Xxxxxxxx

Name: Xxxxxxxxxxx X. Xxxxxxxx

Title: President

FIGRYANH-10 LLC,

a Delaware limited liability company

By: /s/ Xxxxxxxxxxx X. Xxxxxxxx

Name: Xxxxxxxxxxx X. Xxxxxxxx

Title: President

FIGRYANH-13 LLC,

a Delaware limited liability company

By: /s/ Xxxxxxxxxxx X. Xxxxxxxx

Name: Xxxxxxxxxxx X. Xxxxxxxx

Title: President

FIGRYANH-4 LLC,

a Delaware limited liability company

By: /s/ Xxxxxxxxxxx X. Xxxxxxxx

Name: Xxxxxxxxxxx X. Xxxxxxxx

Title: President

FIGRYANH-5 LLC,

a Delaware limited liability company

By: /s/ Xxxxxxxxxxx X. Xxxxxxxx

Name: Xxxxxxxxxxx X. Xxxxxxxx

Title: President

FIGRYANH-12 LLC,

a Delaware limited liability company

By: /s/ Xxxxxxxxxxx X. Xxxxxxxx

Name: Xxxxxxxxxxx X. Xxxxxxxx

Title: President

FIGRYANH-16 LLC,

a Delaware limited liability company

By: /s/ Xxxxxxxxxxx X. Xxxxxxxx

Name: Xxxxxxxxxxx X. Xxxxxxxx

Title: President

FIGRYANH-1 LLC,

a Delaware limited liability company

By: /s/ Xxxxxxxxxxx X. Xxxxxxxx

Name: Xxxxxxxxxxx X. Xxxxxxxx

Title: President

FIGRYANH-15 LLC,

a Delaware limited liability company

By: /s/ Xxxxxxxxxxx X. Xxxxxxxx

Name: Xxxxxxxxxxx X. Xxxxxxxx

Title: President

FIGRYANH-3 LLC,

a Delaware limited liability company

By: /s/ Xxxxxxxxxxx X. Xxxxxxxx

Name: Xxxxxxxxxxx X. Xxxxxxxx

Title: President

FP3-8 LLC,

a Delaware limited liability company

By: /s/ Xxxxxxxxxxx X. Xxxxxxxx

Name: Xxxxxxxxxxx X. Xxxxxxxx

Title: President

FP3-4 LLC,

a Delaware limited liability company

By: /s/ Xxxxxxxxxxx X. Xxxxxxxx

Name: Xxxxxxxxxxx X. Xxxxxxxx

Title: President

FP3-5 LLC,

a Delaware limited liability company

By: _____________________________

Name:

Title:

FP3-6 LLC,

a Delaware limited liability company

By: /s/ Xxxxxxxxxxx X. Xxxxxxxx

Name: Xxxxxxxxxxx X. Xxxxxxxx

Title: President

FP3-7 LLC,

a Delaware limited liability company

By: /s/ Xxxxxxxxxxx X. Xxxxxxxx

Name: Xxxxxxxxxxx X. Xxxxxxxx

Title: President

FP3-3 LLC,

a Delaware limited liability company

By: /s/ Xxxxxxxxxxx X. Xxxxxxxx

Name: Xxxxxxxxxxx X. Xxxxxxxx

Title: President

LDVF2 Tierra LLC,

a Delaware limited liability company

By: /s/ Xxxxxxxxxxx X. Xxxxxxxx

Name: Xxxxxxxxxxx X. Xxxxxxxx

Title: President

CFKRY LLC,

a Delaware limited liability company

By: /s/ Xxxxxxxxxxx X. Xxxxxxxx

Name: Xxxxxxxxxxx X. Xxxxxxxx

Title: President

DBMFI LLC,

a Delaware limited liability company

By: /s/ Xxxxxxxxxxx X. Xxxxxxxx

Name: Xxxxxxxxxxx X. Xxxxxxxx

Title: President

FCHUX LLC,

a Delaware limited liability company

By: /s/ Xxxxxxxxxxx X. Xxxxxxxx

Name: Xxxxxxxxxxx X. Xxxxxxxx

Title: President

FFRP 1-1 LLC,

a Delaware limited liability company

By: /s/ Xxxxxxxxxxx X. Xxxxxxxx

Name: Xxxxxxxxxxx X. Xxxxxxxx

Title: President

FFRP 1-2 LLC,

a Delaware limited liability company

By: /s/ Xxxxxxxxxxx X. Xxxxxxxx

Name: Xxxxxxxxxxx X. Xxxxxxxx

Title: President

CFCDS-H LLC,

a Delaware limited liability company

By: /s/ Xxxxxxxxxxx X. Xxxxxxxx

Name: Xxxxxxxxxxx X. Xxxxxxxx

Title: President

CFCDS-F LLC,

a Delaware limited liability company

By: /s/ Xxxxxxxxxxx X. Xxxxxxxx

Name: Xxxxxxxxxxx X. Xxxxxxxx

Title: President

CFCDS-2 LLC,

a Delaware limited liability company

By: /s/ Xxxxxxxxxxx X. Xxxxxxxx

Name: Xxxxxxxxxxx X. Xxxxxxxx

Title: President

CFCDS-3 LLC,

a Delaware limited liability company

By: /s/ Xxxxxxxxxxx X. Xxxxxxxx

Name: Xxxxxxxxxxx X. Xxxxxxxx

Title: President

CFCDS-4 LLC,

a Delaware limited liability company

By: /s/ Xxxxxxxxxxx X. Xxxxxxxx

Name: Xxxxxxxxxxx X. Xxxxxxxx

Title: President

CFCDS-7 LLC,

a Delaware limited liability company

By: /s/ Xxxxxxxxxxx X. Xxxxxxxx

Name: Xxxxxxxxxxx X. Xxxxxxxx

Title: President

CFCDS-8 LLC,

a Delaware limited liability company

By: /s/ Xxxxxxxxxxx X. Xxxxxxxx

Name: Xxxxxxxxxxx X. Xxxxxxxx

Title: President

CFCDS-9 LLC,

a Delaware limited liability company

By: /s/ Xxxxxxxxxxx X. Xxxxxxxx

Name: Xxxxxxxxxxx X. Xxxxxxxx

Title: President

CFCDS-22 LLC,

a Delaware limited liability company

By: /s/ Xxxxxxxxxxx X. Xxxxxxxx

Name: Xxxxxxxxxxx X. Xxxxxxxx

Title: President

CFCDS-23 LLC,

a Delaware limited liability company

By: /s/ Xxxxxxxxxxx X. Xxxxxxxx

Name: Xxxxxxxxxxx X. Xxxxxxxx

Title: President

CFCDS-24 LLC,

a Delaware limited liability company

By: /s/ Xxxxxxxxxxx X. Xxxxxxxx

Name: Xxxxxxxxxxx X. Xxxxxxxx

Title: President

CFCDS-25 LLC,

a Delaware limited liability company

By: /s/ Xxxxxxxxxxx X. Xxxxxxxx

Name: Xxxxxxxxxxx X. Xxxxxxxx

Title: President

CFCDS-26 LLC,

a Delaware limited liability company

By: /s/ Xxxxxxxxxxx X. Xxxxxxxx

Name: Xxxxxxxxxxx X. Xxxxxxxx

Title: President

DBFRAD LLC,

a Delaware limited liability company

By: /s/ Xxxxxxxxxxx X. Xxxxxxxx

Name: Xxxxxxxxxxx X. Xxxxxxxx

Title: President

FWAG LLC,

a Delaware limited liability company

By: /s/ Xxxxxxxxxxx X. Xxxxxxxx

Name: Xxxxxxxxxxx X. Xxxxxxxx

Title: President

First States Properties No. 34, LLC,

a Pennsylvania limited liability company

By: /s/ Xxxxxxxxxxx X. Xxxxxxxx

Name: Xxxxxxxxxxx X. Xxxxxxxx

Title: President

First States Investors 5000B, LLC,

a Delaware limited liability company

By: /s/ Xxxxxxxxxxx X. Xxxxxxxx

Name: Xxxxxxxxxxx X. Xxxxxxxx

Title: President

First States Investors 4100B, L.P.,

a Delaware limited partnership

By: First States Investors 4100B GP, LLC,

a Delaware limited liability company,

its general partner

By: /s/ Xxxxxxxxxxx X. Xxxxxxxx

Name: Xxxxxxxxxxx X. Xxxxxxxx

Title: President

First States Investors GS Pool A, L.P.,

a Delaware limited partnership

By: First States Investors GS Pool A GP, LLC,

its general partner

By: /s/ Xxxxxxxxxxx X. Xxxxxxxx

Name: Xxxxxxxxxxx X. Xxxxxxxx

Title: President

First States Investors 4044, LLC,

a Delaware limited liability company

By: /s/ Xxxxxxxxxxx X. Xxxxxxxx

Name: Xxxxxxxxxxx X. Xxxxxxxx

Title: President

First States Investors 3076, LLC,

a Georgia limited liability company

By: /s/ Xxxxxxxxxxx X. Xxxxxxxx

Name: Xxxxxxxxxxx X. Xxxxxxxx

Title: President

First States Investors 2107, L.P.,

a North Carolina limited partnership

By: First States Investors 2107 GP, LLC,

a North Carolina limited liability company,

its general partner

By: /s/ Xxxxxxxxxxx X. Xxxxxxxx

Name: Xxxxxxxxxxx X. Xxxxxxxx

Title: President

First States Investors 2105, L.P.,

a North Carolina limited partnership

By: First States Investors 2105 GP, LLC,

a North Carolina limited liability company,

its general partner

By: /s/ Xxxxxxxxxxx X. Xxxxxxxx

Name: Xxxxxxxxxxx X. Xxxxxxxx

Title: President

First States Investors 2106, L.P.,

a North Carolina limited partnership

By: First States Investors 2106 GP, LLC,

a North Carolina limited liability company,

its general partner

By: /s/ Xxxxxxxxxxx X. Xxxxxxxx

Name: Xxxxxxxxxxx X. Xxxxxxxx

Title: President

First States Investors 2102, L.P.,

a North Carolina limited partnership

By: First States Investors 2102 GP, LLC,

a North Carolina limited liability company,

its general partner

By: /s/ Xxxxxxxxxxx X. Xxxxxxxx

Name: Xxxxxxxxxxx X. Xxxxxxxx

Title: President

First States Investors 2103, L.P.,

a North Carolina limited partnership

By: First States Investors 2103 GP, LLC,

a North Carolina limited liability company,

its general partner

By: /s/ Xxxxxxxxxxx X. Xxxxxxxx

Name: Xxxxxxxxxxx X. Xxxxxxxx

Title: President

First States Investors 2100, L.P.,

a North Carolina limited partnership

By: First States Investors 2100 GP, LLC,

a North Carolina limited liability company,

its general partner

By: /s/ Xxxxxxxxxxx X. Xxxxxxxx

Name: Xxxxxxxxxxx X. Xxxxxxxx

Title: President

First States Investors 3151, LLC,

a Florida limited liability company

By: /s/ Xxxxxxxxxxx X. Xxxxxxxx

Name: Xxxxxxxxxxx X. Xxxxxxxx

Title: President

First States Investors 3632, LLC,

a Florida limited liability company

By: /s/ Xxxxxxxxxxx X. Xxxxxxxx

Name: Xxxxxxxxxxx X. Xxxxxxxx

Title: President

First States Investors 2550A, LLC,

a Delaware limited liability company

By: /s/ Xxxxxxxxxxx X. Xxxxxxxx

Name: Xxxxxxxxxxx X. Xxxxxxxx

Title: President

First States Investors 157, LLC,

a New Jersey limited liability company

By: /s/ Xxxxxxxxxxx X. Xxxxxxxx

Name: Xxxxxxxxxxx X. Xxxxxxxx

Title: President

First States Properties No. 37, LLC,

a Pennsylvania limited liability company

By: /s/ Xxxxxxxxxxx X. Xxxxxxxx

Name: Xxxxxxxxxxx X. Xxxxxxxx

Title: President

First States Properties No. 73, LLC,

a Pennsylvania limited liability company

By: /s/ Xxxxxxxxxxx X. Xxxxxxxx

Name: Xxxxxxxxxxx X. Xxxxxxxx

Title: President

First States Properties No. 19, LLC,

a Pennsylvania limited liability company

By: /s/ Xxxxxxxxxxx X. Xxxxxxxx

Name: Xxxxxxxxxxx X. Xxxxxxxx

Title: President

BUYER:

ARC DB5PROP001, LLC,

a Delaware limited liability company

By: /s/ Xxxxx X. Xxxxxxxx

Name: Xxxxx X. Xxxxxxxx

Title: Authorized Signatory

ARC DBPGDYR001, LLC,

a Delaware limited liability company

By: /s/ Xxxxx X. Xxxxxxxx

Name: Xxxxx X. Xxxxxxxx

Title: Authorized Signatory

ARC DBPPROP001, LLC,

a Delaware limited liability company

By: /s/ Xxxxx X. Xxxxxxxx

Name: Xxxxx X. Xxxxxxxx

Title: Authorized Signatory

ARC DB5SAAB001, LLC,

a Delaware limited liability company

By: /s/ Xxxxx X. Xxxxxxxx

Name: Xxxxx X. Xxxxxxxx

Title: Authorized Signatory

ARC DBGWSDG001, LLC,

a Delaware limited liability company

By: /s/ Xxxxx X. Xxxxxxxx

Name: Xxxxx X. Xxxxxxxx

Title: Authorized Signatory

ARC DBGESRG001, LLC,

a Delaware limited liability company

By: /s/ Xxxxx X. Xxxxxxxx

Name: Xxxxx X. Xxxxxxxx

Title: Authorized Signatory

The undersigned hereby executes this Amendment to evidence (i) its agreement to hold the Hopewell Deposit in trust for the Parties hereto in accordance with the terms of the Agreement, and (ii) to evidence its agreement to comply with all other terms of the Agreement.

TITLE COMPANY:

XXXXXXX TITLE GUARANTY COMPANY

By: /s/ Xxxxxx Xxxxxx

Name: Xxxxxx Xxxxxx

Title: Senior Vice President

Date of Execution: 9/30/2013

First Amendment to Purchase and Sale Agreement

Exhibit A

LA1 2823804

Exhibit A

Legal Descriptions

00 Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx

BEGINNING at a point in the Southern margin of the Southern sidewalk for Xxxxxx Avenue, which

said point lies South 75 deg. 01’50” West 24.95 feet from the Northeastern corner of a brick building located on lot 16 of Block 2 of the plat of the Xxxxxxx Xxxxxxx Estate as the same is recorded in Deed Book 89, at Page 328, Buncombe County, N.C. Registry, said point also being located North 11 deg. 28’ West 0.13 feet from the Northwestern corner of the brick building on Lot 16 of Block 2 as shown on said plat, and runs thence with the dividing line between Lots 15 and 16 as shown on said Block and plat, and with the West face of wall of the building on said Xxx 00, xxxx Xxx 00 being that Lot conveyed to Xxxxx X. X’Xxxxxxx by deed recorded in Deed Book 846, at Page 129, South 14 deg. 42’ 01” East 99.96 feet to a point located another 14 deg. 42’ West 0.08 feet from the Southwestern corner of the brick building located on said Lot 16; thence with the Northern edge of the Northern sidewalk of Commerce Street, South 75 deg. West 123.45 feet to a point located South 82 deg. 55’ West 0.87 feet from the Southeastern corner of the brick building located on Lot 10 being one of those Lots conveyed to 72 Xxxxxx Associates by deed recorded in Deed Book 1247, at Page 404, North 14 deg. 47’ 52” West 100.02 feet to a point located North 64 deg. 15’ West 1.03 feet from the Northeastern corner of the brick building located on said Lot 10, said point being the Southern margin of said sidewalk North 75 deg. 01’ 50” East 123 .62 feet to the BEGINNING. Being all of Xxxx 00, 00, 00, 00, xxx 00 xx Xxxxx 2 as shown on a plat of the Xxxxxxx Xxxxxxx Estate, which said plat is duly recorded in the Office of the Register of Deeds for Buncombe County, N.C., in Deed Book 89, at Page 328, reference to which is hereby made for further purposes of description. Being all of that property conveyed to the Bank of Asheville by deeds recorded in Deed Book 805, at Page 358, Deed Book 554, at Page 356, Deed Book 1024, at Page 529, and Deed Book 1028, at Page 397.

Being all of the property as shown on a survey for NCNB National Bank of N.C. by XxXxxxx & Xxxxx, P.A., dated October 10, 1988, Job No. 88-1587.

First Amendment to Purchase and Sale Agreement

Exhibit A

LA1 2823804

Exhibit B-1

Legal Description

0000 Xxxxxxx 00, Xxxxxxxxxx, Xxxxxxxxx

Parcel 1

A certain parcel of ground in Section 0, Xxxxxxxx 0 Xxxxx, Xxxxx 00 Xxxx, Xx. Xxxxxxx Xxxxxx, Xxxxxxxxx, being 2.123 acres and being more particularly described as follows:

Lot A on Map of Resubdivision of Undesignated 5.318 acre tract into Xxxx X xxx X, Xxxxxxx 0, Xxxxxxxx 0 Xxxxx, Xxxxx 00 Xxxx, Xx. Xxxxxxx Xxxxxx, Xxxxxxxxx, as per map recorded under Map No. 4968B of the Records of St. Tammany Parish, Louisiana.

LESS AND EXCEPT FROM PARCEL 1:

One (1) certain tract(s) or parcel(s) of land, together with all the improvements situated thereon, and all of the rights, ways, privilieges, servitudes and advantages thereunto belonging or in anywise appertaining, situated in Xxxxxxx 0, Xxxxxxxx 0 Xxxxx, Xxxxx 11 East, St. Helena Meridian, St. Tammany Parish, Louisiana, identified as PARCEL NO. 1, as shown on Survey No. 2011 243, on the property map for LA. XXX 00 & XX XXX 0000, 0.139 ACRES (6,065.38 SQ. FT.), ST. TAMMANY PARISH, LOUISIANA, prepared by Xxxx X. Xxxxxxx & Associates, Inc., professional land surveyor, dated June 28, 2011, which property is more particularly described as follows:

A CERTAIN PIECE OR PORTION OF GROUND SITUATED IN XXXXXXX 0, XXXXXXXX 0 XXXXX, XXXXX 00 XXXX, XX. XXXXXXX XXXXXX, XXXXXXXXX IS DESCRIBED AS FOLLOWS:

COMMENCING AT THE CORNER COMMON TO SECTIONS 1, 2 AND 38, TOWNSHIP 8 SOUTH, RANGE 11 EAST, AND THEN RUN SOUTH 72 DEGREES 50 MINUTES 16 SECONDS EAST FOR A DISTANCE OF 866.62 FEET TO A FOUND ½” IRON ROD BEING ON A CURVE TO THE LEFT COUNTERCLOCKWISE & NON-TANGENT WITH SAID CURVE BEING ON THE EASTERLY RIGHT-OF-WAY OF LOUISIANA HIGHWAY 59 AMND BEING THE POINT OF BEGINNING.

FROM THE POINT OF BEGINNING, CONTINUE ALONG SAID EASTERLY RIGHT-OF-WAY OF LOUISIANA HIGHWAY 59 AND SAID CURVE WITH A RADIUS OF 1191.47 FEET AN ARC LENGTH OF 319.91 FEET, A CHORD BEARING OF NORTH 20 DEGREES 38 MINUTES 22 SECONDS EAST AND A CHORD DISTANCE OF 318.95 FEET TO A FOUND LOUISIANA DEPARTMENT OF HIGHWAYS CONCRETE MONUMENT AND BEING ON THE SOUTHERLY RIGHT-OF-WAY OF LOUISIANA HIGHWAY 1088; THENCE LEAVING SAID EASTERLY RIGHT-OF-WAY OF LOUISIANA HIGHWAY 59 AND RUNNING ALONG SAID SOUTHERLY RIGHT-OF-WAY OF LOUISIANA HIGHWAY 1088 NORTH 41 DEGREES 17 MINUTES 02 SECONDS EAST FOR A DISTANCE OF 37.00 FEET TO A FOUND ½” IRON ROD AND SAID POINT BEING N A CURVE TO THE RIGHT (CLOCKWISE & NON-TANGENT); THENCE LEAVING SAID SOUTHERLY RIGHT-OF-WAY OF LOUISIANA

First Amendment to Purchase and Sale Agreement

Exhibit B-1

LA1 2823804

HIGHWAY 1088 AND RUN ALONG SAID CURVE WITH A RADIUS OF 1209.47 FEET AN ARC LENGTH OF 353.76 FEET, A CHORD BEARING OF SOUTH 19 DEGREES 47 MINUTES 01 SECONDS WEST AND A CHORD LENGTH OF 352.50 FEET TO A FOUND ½” IRON ROD; THENCE RUN NORTH 72 DEGREEES 50 MINUTES 16 SECONDS WEST FOR A DISTANCE OF 18.34 FEET BACK TO THE POINT OF BEGINNING.

SAID PIECE OR PORTION OF GROUND CONTAINS 0.139 ACRES (6,065.38 SQ. FT.), MORE OR LESS.

AND FURTHER LESS AND EXCEPT FROM PARCEL 1:

The sewer and water system of CVS Pharmacy #6360 situated within the Highway 59 and/or Highway 1088 right of way, including all pipes, pipe lines, drips, valves, fittings, connections, meters, water hydrants, fire hydrants and any and all other equipment and appurtenances contained in said system, including all materials, all as more fully set forth on the As Built drawings of the sewer and water system, less and except any pipes, pipe lines, drips, valves, fittings, connections, lift stations(s) and any and other sewer equipment situated outside of the Highway 59 and/or Highway 1088 right of way.

Parcel 2

TOGETHER WITH all rights and easement as granted in Site Development Agreement by and between 108859, L.L.C. and Louisiana CVS Pharmacy, L.L.C., dated April 25, 2011 and recorded April 29, 2011 under Instrument No. 1809604 of the Conveyance Records of St. Tammany Parish, Louisiana.

Parcel 3

TOGETHER WITH all rights and easement as granted in Reciprocal Servitude Agreement with building restrictions by and between 108859, L.L.C. and Louisiana CVS Pharmacy, L.L.C., dated April 25, 2011 and recorded April 29, 2011 under Instrument No. 1809602 of the Conveyance Records of St. Tammany Parish, Louisiana.

First Amendment to Purchase and Sale Agreement

Exhibit B-1

LA1 2823804

Exhibit B-2

Legal Description

000 Xxxx Xxxxxx Xxxxxx Xxxx, Xxxxxxx, Xxxxxxx

Lot 1, “CVS 02963”, according to Book 1122 of Maps, Page 36, Affidavit of Correction in Document No. 2012-0847029, Affidavit of Correction in Document No. 2012-1065464 and rerecorded in Document No. 2013-0070342, records of Maricopa County, Arizona.

First Amendment to Purchase and Sale Agreement

Exhibit C

LA1 2823804

Exhibit B-1

Legal Description

0000 Xxxxxxx 00, Xxxxxxxxxx, Xxxxxxxxx

Parcel 1

A certain parcel of ground in Section 0, Xxxxxxxx 0 Xxxxx, Xxxxx 00 Xxxx, Xx. Xxxxxxx Xxxxxx, Xxxxxxxxx, being 2.123 acres and being more particularly described as follows:

LESS AND EXCEPT FROM PARCEL 1:

A CERTAIN PIECE OR PORTION OF GROUND SITUATED IN XXXXXXX 0, XXXXXXXX 0 XXXXX, XXXXX 00 XXXX, XX. XXXXXXX XXXXXX, XXXXXXXXX IS DESCRIBED AS FOLLOWS:

First Amendment to Purchase and Sale Agreement

Exhibit C

LA1 2823804

TANGENT); THENCE LEAVING SAID SOUTHERLY RIGHT-OF-WAY OF LOUISIANA HIGHWAY 1088 AND RUN ALONG SAID CURVE WITH A RADIUS OF 1209.47 FEET AN ARC LENGTH OF 353.76 FEET, A CHORD BEARING OF SOUTH 19 DEGREES 47 MINUTES 01 SECONDS WEST AND A CHORD LENGTH OF 352.50 FEET TO A FOUND ½” IRON ROD; THENCE RUN NORTH 72 DEGREEES 50 MINUTES 16 SECONDS WEST FOR A DISTANCE OF 18.34 FEET BACK TO THE POINT OF BEGINNING.

SAID PIECE OR PORTION OF GROUND CONTAINS 0.139 ACRES (6,065.38 SQ. FT.), MORE OR LESS.

AND FURTHER LESS AND EXCEPT FROM PARCEL 1:

Parcel 2

Parcel 3

First Amendment to Purchase and Sale Agreement

Exhibit C

LA1 2823804

Exhibit C

First Closing Properties



	Tenant (for reference purposes only)	Store # (for reference purposes only)	Address	City	State
1.	1st Constitution Bancorp		000 Xxxxxx Xx.	Xxxxxxxxxx	XX
0.	American Tire Distributors		0000 Xxxxxxxxx Xxxxx	Xxxxxxxxxxx	XX
3.	Krystal Burgers Corporation	JAX015	0000 Xxx Xxxxx Xxxx	Xxxxxxxxxxxx	XX
4.	Krystal Burgers Corporation	COL006	0000 Xxxxx Xxxxx Xxxx	Xxxxxxxx	XX
5.	Krystal Burgers Corporation	CHN009	0000 Xxxxxxxxx Xxxx	Xx. Xxxxxxxxxx	XX
6.	Krystal Burgers Corporation	CHN022	000 Xxxxxx Xxxxxxxx Xxxx	Xxxxxxxxxxx	XX
7.	Krystal Burgers Corporation	CLV001	0000 Xxxxx Xxxxxx	Xxxxxxxxx	XX
8.	Krystal Burgers Corporation	NSH010	000 X. Xxxxxxxx Xxxx	Xxxxxxx	XX
9.	Xxxxxxx Xxxxx Xxxxxx Xxxxxx & Xxxxx		1300 Xxxxxxx Xxxxx Drive	Hopewell	NJ
10.	Xxxxxxx Xxxxx Xxxxxx Xxxxxx & Xxxxx		1350 Xxxxxxx Xxxxx Drive	Hopewell	NJ
11.	Xxxxxxx Xxxxx Xxxxxx Xxxxxx & Xxxxx		0000 Xxxxxxx Xxxxx Xxxxx	Xxxxxxxx	XX
12.	O’Charley’s	343	0000 Xxx. 00	Xxxxxx	XX
13.	O’Charley’s	339	0000 X. Xxxxxxxx Xxxxxx	Xxxxx	XX
14.	O’Charley’s	420	0000 Xxxxxxx 00 Xxxxx	Xxxxxxxxxx	XX
15.	O’Charley’s	259	0000 Xxxxxxx Xxxxx Xx	Xxxxxxx	XX

First Amendment to Purchase and Sale Agreement

Exhibit C

LA1 2823804



16.	O’Charley’s	354	000 Xxxx Xxxx Xxxx Xx	Xxxxxxxx	XX
17.	O’Charley’s	371	0000 Xxxxxxxxx Xxxx	XxXxxxxxx	XX
18.	O’Charley’s	306	000 X. Xxxx Xxxxxx Xxxxxxxxx	Xxxxxxxxx	XX
19.	O’Charley’s	355	160 Pacer Street NW	Corydon	IN
20.	O’Charley’s	410	0000 X. Xxxxx Xxxxxx	Xxxxxxxxxx	XX
21.	O’Charley’s	209	0000 Xxxxxxxx Xxxx	Xxxxxxxxx	XX
22.	O’Charley’s	430	0000 X. Xxxxx Xxxx Xxxx	Xxxx Xxxxxxx	XX
23.	O’Charley’s	254	0000 Xxxxx Xxxxxx	Xxxxxxxxxxx	XX
24.	O’Charley’s	269	000 Xxxxxxx Xxxx Xxxx	Xxxxxxxxx	XX
25.	O’Charley’s	396	000 Xxxxx Xxxxxxxxx Xxxxxx	Xxxxxxxxx	XX
26.	O’Charley’s	319	0000 Xxxxxxxxx Xxxxxx	Xxxxxxxx	XX
27.	O’Charley’s	412	0000 Xxxxxxxxxx Xxxx	Xxxxx Xxxx	XX
28.	O’Charley’s	360	0000 X. Xxxxxxx Xxxxxx	Xxxxxxxxxxx	XX

First Amendment to Purchase and Sale Agreement

Exhibit C

LA1 2823804



29.	O’Charley’s	393	000 Xxxxxxxx Xxxx	Xxxxxxxxxxxx	XX
30.	O’Charley’s	236	0000 Xxxxx Xxxxxxx Xxxxxxxxx	Xxxxxxxxxxx	XX
31.	O’Charley’s	368	0000 Xxx Xxxx Xxxxxxx	Xxxxxxxxxxxx	XX
32.	Walgreens	4378	000 Xxxxxx Xxxx	Xxxxxxxxx	XX
33.	Walgreens	3714	0000 Xxxxx Xx	Xxxxx	XX
34.	Walgreens	11828	000 X Xxxx Xx	Xxxxxxxxxxx	XX
35.	Walgreens	2869	000 X Xxxxxxx Xx	Xxxxxxx	XX
36.	Walgreens	9175	0000 X Xxxxxxxxx	Xxxxxxxxxxx	XX
37.	Walgreens	3763	0000 Xxxxxx Xx	Xxxxxxxxxx	XX
38.	Walgreens	5321	000 X Xxxxxxxxx Xx	Xxxxxx	XX
39.	Walgreens	2901	0000 Xxxxxxxxxxx Xx	Xxxxxxxxxx	XX
40.	Walgreens	2741	00000 Xxx Xxxxx Xxxxx Xx	Xxxxxxxxxx	XX
41.	Walgreens	5047	0000 Xxxxxxxx Xx	Xx Xxxxx	XX

First Amendment to Purchase and Sale Agreement

Exhibit C

LA1 2823804

Exhibit D

Second Closing Properties



	Tenant (for reference purposes only)	State (for reference purposes only)	Address	City	State
1.	Community National Bank (Homebanc)		0000 X. Xxxx Xxxx Xxxxxxxxx	Xxxx Xxxx	XX
2.	CVS Caremark	2372	0000 X. Xxxxxxxxxxx Xx	Xxxxxxx	XX
3.	CVS Caremark	2963	000 X. Xxxxxx Xxxxxx Xx	Xxxxxxx	XX
4.	CVS Caremark	10074	0000 X. Xxxxx Xxxxxx Xxxx	Xxxxxx	XX
5.	CVS Caremark	3055	00000 00xx Xxxxxx Xxxx	Xxxxxxxx	XX
6.	CVS Caremark	9823	0000 Xxxxxx Xxxx	Xxxxxxxxxx	XX
7.	CVS Caremark	1027	000 Xxxx Xxxx Xx	Xxxxxxx	XX
8.	CVS Caremark	304	000 X. Xxxxxx Xxxxxx	Xxxxxxxx	XX
9.	CVS Caremark	6360	0000 Xxxxxxx 00	Xxxxxxxxxx	XX
10.	CVS Caremark	5441	0000 Xxxxxxx Xxxxx	Xxxxxxxx	XX
11.	CVS Caremark	8266	0000 Xxxx X. Xxxxx Xx.	Xxx Xxxxxxx	XX
12.	CVS Caremark	5473	0000 Xxxxx Xxxxxxxxx Xxxx	Xxxxxxx	XX
13.	CVS Caremark	1189	000 Xxxxxxx Xxxxxx	Xxxxxxx	XX
14.	CVS Caremark	1001	0000 Xxxxxxx Xxx	Xxxxxx	XX
15.	CVS Caremark	8236	0000 X. Xxxx Xxx	Xx. Xxxxxx	XX
16.	CVS Caremark	7381	0000 Xxxx Xxx Xxxxxx	Xxxxxxxx	XX
17.	CVS Caremark	7242	0000 Xxxxxxx Xxxx, XX	Xxxxxxxxxxx	XX
18.	CVS Caremark	5494	0000 Xxxxxxx Xxxx., X.X.	Xxxxxxxxxxx	XX
19.	CVS Caremark	7373	0000 Xxxxx Xxxx Xxxxxx	Xxx Xxxxxx	XX
20.	CVS Caremark	2478	0000 X. Xxxxxxx Xx X	Xxxxx	XX
21.	CVS Caremark	2386	0000 X. Xxxxxxxx Xxx	Xxxxxxx	XX
22.	CVS Caremark	3743	000 Xxxxxxxx Xxxxx Xxxx	Xxxxxxxxx	XX
23.	CVS Caremark	6955	0000 Xxxxx Xxxx	Xxxxxxxx	XX
24.	CVS Caremark	4820	000 Xxxxx Xxxxx Xxxxxx	Xxxxx	XX
25.	CVS Caremark	835	000 Xxxx Xxxxxxxx Xxx	Xxxx	XX
26.	CVS Caremark	7455	000 X. Xxxxxxxx Xx.	Xx. Xxxxx	XX

First Amendment to Purchase and Sale Agreement

Exhibit D

LA1 2823804



27.	CVS Caremark	2391	00000 Xxxxx Xxxx Xxxx	Xxx Xxxxxxx	XX
28.	CVS Caremark	4109	00000 Xxxxxxxx Xx	Xxx Xxxxxxx	XX
29.	CVS Caremark	7307	0000 Xxxxxxx Xxxx	Xxx Xxxxxxx	XX
30.	CVS Caremark	4827	000 X Xx 000	Xxx Xxxx	XX
31.	CVS Caremark	6146	0000 X. Xxxxxx Xxxxx Xxxx	Xxxxxxx	XX
32.	CVS Caremark	5501	0000 Xxxxxxx Xxxx Xx (xxx)	Xxxxxxxxxx	XX
33.	CVS Caremark	7577	0000 Xxxxxxxxxx Xxxx Xx	Xxxxxxx	XX
34.	CVS Caremark	3052	000 Xxxxx Xxxxxxxxx Xx.	Xxxxxxxx Xxxxx	XX
35.	CVS Caremark	2224	0000 Xxxxxxxx Xxxxxxx	Xxxxxxxxxxxx	XX
36.	First Bank (Homebanc)		0000 Xx Xxxxxxx 00 X	Xxxxxxxx Xxxx	XX
37.	Huntington National Bank		00 X. Xxxxxxxxx Xx.	Xxxxxxxxx	XX
38.	Huntington National Bank (US Bank)		000 Xxxx Xxxxxx	Xxxxxxxx	XX
39.	Xxxxxx’x Food’s	51	0000 Xxxxxxxx Xxxx.	Xxxxxxxxxx	XX
40.	Xxxxxx’x Food’s	351	000 Xxxxxxxx Xxxxxx	Xxxxxxx	XX
41.	US Bank (formerly Key Bank)		000 Xxxxx Xxxxxx	Xxxxx	XX
42.	US Bank		0000 Xxxxxx Xxxx	Xxxxxxxx Xxxxxxx	XX

First Amendment to Purchase and Sale Agreement

Exhibit D

LA1 2823804

Exhibit E

Third Closing Properties



	Tenant (for reference purposes only)	Store # (for reference purposes only)	Xxxxxxx	Xxxx	Xxxxx
0.	Xxxx xx Xxxxxxx		000 X. Xxxx Xxxxxx	Xxxxxx	XX
2.	Bank of America		000 Xxxxxxx Xxxxxx	Xxxxxxxxx	XX
3.	Bank of America		0000 Xxxxx Xxxx	Xxxxxxxxx	XX
4.	Bank of America/ Mid Rogue IPA Holding Company		000 X.X. 0xx Xx.	Xxxxxx Xxxx	XX
5.	BB&T Corporation		000 Xxxxxxx Xxxxxx	Xxxxxx	XX
6.	BB&T Corporation		000 X. Xxxx Xxxxxx	Xxxxxxxx	XX
7.	BB&T Corporation		000 Xxxx Xxxxx Xxxxxx	Xxxxxxx	XX
8.	BB&T Corporation		000 Xxxx Xxxxxxxx Xxxxxx	Xxxx	XX
9.	BB&T Corporation		000 Xxxxx Xxxx Xxxxxx	Xxxxxx	XX
10.	BB&T Corporation		0000 Xxxx Xxxx Xxxxxx	Xxxxxxxx	XX
11.	BB&T Corporation		000 Xxxxx Xxxxx Xxxxxx	Xxx Xxxx	XX
12.	BB&T Corporation		000 Xxxx Xxxx Xxxxxx	Xxxxxxxx	XX
13.	BB&T Corporation		000 Xxxx Xxxx Xxxx	Xxxxxx	XX
14.	Buffets Inc. (Family Properties)	314	0000 Xxxxx Xxxxxxx Xxxxx	Xxxx	XX
15.	Buffets Inc. (Family Properties)	722	000 Xxxx Xxxx Xxxxxx	Xx Xxxxx	XX
16.	Buffets Inc. (Family Properties)	000	Xxxxxx Xxxxxx Retail	Gilroy	CA
17.	Buffets Inc. (Family Properties)	804	00000 Xxxxxxxxx Xxxx.	Xxxxxxxxx	XX
18.	Buffets Inc. (Family Properties)	764	000 Xxxx Xxxxx Xxxxxx	Xxxxxx	XX
19.	Buffets Inc. (Family Properties)	788	Shopping At The Rose, Phase II	Oxnard	CA
20.	Buffets Inc. (Family Properties)	262	00000 Xxxxxxxx Xxxxxxxxx	Xxxxxx Xxxxxxxxx	XX
21.	Buffets Inc. (Family Properties)	753	000 Xxxx Xxxxxx	Xxxxxx	XX

First Amendment to Purchase and Sale Agreement

Exhibit E

LA1 2823804



22.	Buffets Inc. (Family Properties)	000	XXX Xxxxxxxxx	Xxx Xxxx Xxxxxx	XX
23.	Buffets Inc. (Family Properties)	759	000 Xxxxxxxxx Xxxxx	Xxx Xxxxxx	XX
24.	Buffets Inc. (Family Properties)	785	0000 Xxxxx Xxxxxxx Xxxx	Xxxxx Xxxxx	XX
25.	Buffets Inc. (Family Properties)	720	000 Xxxx Xxxxxx Xxxxxxx	Xxxxxx	XX
26.	Buffets Inc. (Family Properties)	298	0000 Xxxxxxxxxxx Xxxxx	Xxxxxxx	XX
27.	Buffets Inc. (Family Properties)	000	Xxxxxxxx Xxxxx	Xxxxxxxxx	XX
28.	Buffets Inc. (Family Properties)	209	0000 Xxxx Xxxxxxx Xxxxx	Xxxxxxxxx	XX
29.	Buffets Inc. (Family Properties)	794	1325 New Xxxxxxxxx Road	Newark	DE
30.	Buffets Inc. (Family Properties)	294	0000 Xxxxx Xxxxxxxxxx	Xxxxx	XX
31.	Buffets Inc. (Family Properties)	000	Xxxxxxx Xxxxx Xxxxx	Xxxxxxx	XX
32.	Buffets Inc. (Family Properties)	770	0000 Xxx Xxxxxx Xx	Xxxxxx	XX
33.	Buffets Inc. (Family Properties)	786	0000 Xxxxxxxxx Xxxx	Xxxxxxxx	XX
34.	Buffets Inc. (Family Properties)	000	Xx Xxxxxxxx Xxxxx	Xxxxxxxx	XX
35.	Buffets Inc. (Family Properties)	253	000 Xxxxxxxx Xxxx.	Xxxxxxx Xxxx	XX
36.	Buffets Inc. (Family Properties)	247	0000 Xxxx Xxxxxxxxx Xxxxxx	Xxxxxxxxxxx	XX
37.	Buffets Inc. (Family Properties)	000	Xxx Xxxx Xxxxxxx	Xxxxxxxxx	XX
38.	Buffets Inc. (Family Properties)	756	0000 Xxxxxxxxx Xxxx Xxxxxx Xxxxxx	Xxxxxxxxxxxx	XX
39.	Buffets Inc. (Family Properties)	000	Xxxxxxxxx Xxxxxxxx Xxxxxx	Xxxxxxxxxx	XX
40.	Buffets Inc. (Family Properties)	726	0000 Xxxxxxxx Xxxx	Xx Xxxx	XX
41.	Buffets Inc. (Ryan’s)	144	0000 Xxxxxxxx Xxxxx	Xxxxxxxxxx	XX
42.	Buffets Inc. (Ryan’s)	379	0000 X Xxxx Xxxxxx	Xxxxxx	XX
43.	Buffets Inc. (Ryan’s)	256	0000 Xxxxxx Xxxxxx	Xxxxxxx	XX
44.	Buffets Inc. (Ryan’s)	736	0000 Xxxxx Xxxxxxxxx	Xxxxxx Xxxx	XX
45.	Buffets Inc. (Ryan’s)	269	0000 X Xxxx Xxxxxx	Xxxxxx	XX

First Amendment to Purchase and Sale Agreement

Exhibit E

LA1 2823804



46.	Buffets Inc. (Ryan’s)	258	0000 Xxxx Xxxxxxxx Xxxxxxx	Xxxxxxx	XX
47.	Buffets Inc. (Ryan’s)	426	17830 Xxxxxxx Xxxx Blvd.	Hagerstown	MD
48.	Buffets Inc. (Ryan’s)	375	1321 Xxxxxxxx Xxx Blvd.	West Plains	MO
49.	Buffets Inc. (Ryan’s)	457	000 Xxxxxxxx Xxxxx Xxxxxx	Xxxxxx Xxxxx	XX
50.	Buffets Inc. (Ryan’s)	248	000 Xxxxxxxx Xxxxxxxxx	Xxxxxxxx Xxxxx	XX
51.	Buffets Inc. (Ryan’s)	465	0000 Xxxxxxxx Xxxx	Xxxxxxxxxxxxx	XX
52.	Buffets Inc. (Ryan’s)	392	0000 Xxxxxx Xxxx.	Xxxxxxxxx	XX
53.	Buffets Inc. (Ryan’s)	138	0000 X. Xxxx Xxxxxx	Xxxxxxxxxxx	XX
54.	Buffets Inc. (Ryan’s)	811	0000 Xxxx Xxxxxx	Xxxxx Xxx	XX
55.	Buffets Inc. (Ryan’s)	418	000 X X X Xxxx	Xxxxxxxxxx	XX
56.	Buffets Inc. (Ryan’s)	416	000 Xxxxx Xxxxx	Xxxxxxxxxx	XX
57.	Encanto Restaurant Group	000	Xx Xxxx Xx. 000, Xxx. Xxxxxxx Xxx	Xxxxxxx	XX
00.	Encanto Restaurant Group	000	Xxxxxx Xx Xxxxx Xx. 172 & Xxxxxx	Caguas	PR
59.	Encanto Restaurant Group	000	Xx Xxxx Xx. 0, Xxxxxxxx Xxxxxxxxxx	Xxxxxxxx	XX
00.	Encanto Restaurant Group	000	Xxxxxx Xx 00xx Xxxxxxxx & 00xx Xx	Xxxxxxxx	XX
00.	Encanto Restaurant Group		Xxxxxx Xx 00xx Xxxxxxxx & 00xx Xx.	Xxxxxxxx	XX
00.	Encanto Restaurant Group	000	Xx Xxxx Xx. 000, Xx 1.0	Carolina	PR
63.	Encanto Restaurant Group		Xx Xxxx Xx. 000, Xx 0.0	Xxxxxxxx	XX
00.	Encanto Restaurant Group		Xx Xxxx Xx. 000, Xx 0.0	Xxxxxxxx	XX
00.	Encanto Restaurant Group		Xx Xxxx Xx. 000, Xx 0.0	Xxxxxxxx	XX
00.	Encanto Restaurant Group	000	Xxxxx Xx. Xx. 0, Xx 00.0	Xxxxxxx	XX
00.	Encanto Restaurant Group	000	Xx Xxxx Xx. 0, Xx 000.0	Xxxxxxx	XX
00.	Encanto Restaurant Group	000	Xxxxxx Xx Xxxxxxx & Xxxxxxx Xx.	Xxxx Xxx	XX
00.	Encanto Restaurant Group	000	Xxxx Xxxxxx, Xxxxxxxx Xxxx	Xxxxxxxx	XX
00.	Encanto Restaurant Group	000	Xx Xxxx Xx. 0, Xx 26.6, San Ant	Xxxxx	XX
71.	Encanto Restaurant Group	000	Xx Xxxx Xx. 0, Xx 000.0	Xxxxx	XX

First Amendment to Purchase and Sale Agreement

Exhibit E

LA1 2823804



72.	Encanto Restaurant Group	559	1251 Xxxxx X. Xxxxxx Xxx.	Xxxxxx Xxxxx	XX
00.	Encanto Restaurant Group	000	Xx Xxxx Xx. 000, Xx 000.0	Xxx Xxxxxx	XX
00.	Encanto Restaurant Group	512	000 Xxxxxxxx Xx., Xxx. Xx Xxxxxxx	Xxx Xxxx	XX
00.	Encanto Restaurant Group	000	Xxxxx Xxxxxx Xxx & Xxx Xxxx Xxxx	Xxx Xxxx	XX
00.	Encanto Restaurant Group	000	Xxxxxx Xx Xxxxx & Xxxxxxxx Xx.	Xxxxxxxx	XX
00.	Encanto Restaurant Group	644	X-0000 Xxxxxxxxx Xxx., Xxxxxxxxx	Toa Baja	PR
78.	Encanto Restaurant Group	000	Xx Xxxx Xx. 0, Xxxx Xxxxxx Xxxx	Xxxx Xxxx	XX
00.	General Electric		0000 Xxxxxx	Xxxxxxxx	XX
80.	Goodyear Tire & Rubber		000 Xxxx Xxxx Xxxxx	XxXxxxxxx	XX
81.	Goodyear Tire & Rubber		000 Xxxxxxxx Xxxxxx Xxxxx	Xxxxxxxxxxx	XX
82.	Goodyear Tire & Rubber		0000 Xxxxxxxxx Xxxxx	XxXxxx	XX
83.	Goodyear Tire & Rubber		0000 Xxxxxxxxx Xxxxxxx	Xxxxxxxxxx	XX
84.	Goodyear Tire & Rubber		000 Xxxxx Xxxxx Xxxxxx Xxxx	Xxxx Xxxxxxxxxx	XX
85.	Goodyear Tire & Rubber		000 Xxxxxx Xxxxx	Xxxxxxx	XX
86.	PNC Bank		00 X. Xxxxx Xx	Xxxxxxxx	XX
87.	PNC Bank		0000 Xxxxxxx Xxxx	Xxxxxxxxxx	XX
88.	Rite Aid Corporation	4617	101 Asbury	Talladega	AL
89.	Rite Aid Corporation	11175	1999 Pulaski Highway	Bear	DE
90.	Rite Aid Corporation	11726	0000 Xxxxxxxxxxxxx Xxxx.	Xxxxxx	XX
91.	Rite Aid Corporation	2080	37 E Main St.	Dover-foxcroft	ME
92.	Rite Aid Corporation	3894	000 Xxxx Xx.	Xxxx Xxxxxxxxx	ME
93.	Rite Aid Corporation	2800	00 X Xxxx Xx	Xxxx Xxxx	ME
94.	Rite Aid Corporation	3900	00 Xxxx Xx	Xxx Xxxxx	ME
95.	Rite Aid Corporation	11328	0000 Xxxxxx Xxxx Xx.	Xxxxxxxxxx	XX
96.	Rite Aid Corporation	4166	000 Xxxxxx Xx.	Xxxxxxx	XX
97.	Rite Aid Corporation	4800	00 Xxxx Xx.	Xxxxxxxxxx	XX
00.	Rite Aid Corporation	2373	00000 Xxxxx Xxx 00 X.	Xxxxx	XX
99.	Rite Aid Corporation	2380	000 Xxxxxx Xx.	Xxxxxxxxx	PA
100.	SAAB Sensis Corporation		00 Xxxxxxxx Xxxxxxxx Xxxx	Xxxxxxxx	XX

First Amendment to Purchase and Sale Agreement

Exhibit E

LA1 2823804



101.	Sailormen	3	0000 XX 000xx Xxxxxx	Xxxxx	XX
102.	Sailormen	29	000 X. Xxxxxxxxx Xxxxxx	Xxxxxxxxx	XX
103.	Sailormen	97	0000 Xxxxx Xxxxxx	Xxxxx	XX
104.	Sailormen		000 Xxxxxx Xx.	Xxxxxxx	XX
105.	Sovereign Bank		000 X. Xx. Xxxxxx Xxx	Xxxxxx	XX
000.	Sovereign Bank		000 Xxxxxxx Xxxxxx	Xxxxxxx Xxxxxx	XX
107.	State of Colorado		0000 Xxxxxx Xx.	Xxxxxxxx	XX
108.	State of Colorado		0000 Xxxxxx Xx.	Xxxxxxxx	XX
109.	Xxxxx Fargo		000 Xxxxxxxxx Xx	Xxxxxxx	XX
110.	Xxxxx Fargo		000 Xxxxxxxxxx Xx	Xxxxxxx	XX
111.	Western Digital		0000 Xxx Xxxxxxx Xx	Xxx Xxxx	XX
112.	Western Digital		0000 Xxx Xxxxxxx Xx	Xxx Xxxx	XX

First Amendment to Purchase and Sale Agreement

Exhibit E

LA1 2823804

Exhibit F-1

Legal Description

0000 Xxxxxxxx Xxxxxxxxx, Xxxxxxxxxx, XX

Premises A:

All that certain lot or piece of ground, situate in the Borough of Xxxxxxx, County of Allegheny and commonwealth of Pennsylvania, bounded and described as follows:

BEGINNING at a point on the Southerly line of Leech Road, 40’ wide, at a point common to the herein described property and the Northwest corner of property, now or formerly of Xxxxxxx Xxxxxx, et ux, as recorded in the Recorder’s Office of Allegheny County in Deed Book Volume 3228, Page 113; thence from said point of beginning, along the Westerly line of said last mentioned property of Xxxxxxx Xxxxxx, et ux, South 16 degrees 27 minutes East, 120 feet to a point on property now or formerly of Xxxx Xxxxxx and Xxxxx X. Xxxxxx, his wife; thence along some South 73 degrees 33 minutes West, 135 feet to a point on other property of grantors herein; thence through and along same, North 16 degrees 27 minutes West, 120 feet to a point on the Southerly line of Leech Road; thence along the Southerly side of Leech Road, North 73 degrees 33 minutes East, 135 feet to point of beginning.

EXCEPT AND RESERVING however, to the grantors, their heirs and assigns a 7 foot wide easement for a sanitary dewer, as the same now exists, for the benefit of adjoining property now or formerly Xxxx Xxxxxx, et ux., on the South running Northwardly through said premises to Leech Drive with the right in the grantors, their heirs and assigns to relocate the same elsewhere on the premises.

Premises B:

All that certain lot or piece of ground, situate in the Borough of Xxxxxxx, County of Allegheny and Commonwealth of Pennsylvania, bounded and described as follows, to-wit:

BEGINNING at a point in the Westerly line of Xxxxxxxx Xxxxxxxxx, 00 feet wide, said point being located South 15 degrees 56 minutes East; along said line of said Boulevard, a distance of 329.55 feet from the Southerly line of property of Xxxxxx X. Xxxxxxxx; thence Southwardly along said Westerly line of Clairton Boulevard by an arc of a circle having a radius of 985 feet and curving to the left for a distance of 105.10 feet to land now or formerly of Xxxx Xxxxx; thence along said land now or formerly of Xxxx Xxxxx, South 73 degrees 33 minutes West, a distance of 64.58 feet to land now or formerly of Xxxx X. Xxxxx and Xxxxx X. Xxxxxx; thence along land now or formerly of Xxxx X. Xxxxx and Xxxxx X. Xxxxxx, North 16 degrees 27 minutes West, for a distance of 120 feet to the Southerly line of Xxxxx Xxxxx, 00 feet wide; thence along the Southerly line of Leech Drive, North 73 degrees 33 minutes East, for a distance of 44.97 feet to a point; thence continuing along the Southerly line of Leech Drive by an arc of a circle having a radius of 14.90 feet and curving to the right for a distance of 23.54 feet to the point and place of beginning.

First Amendment to Purchase and Sale Agreement

Exhibit F-1

LA1 2823804

Exhibit F-2

Legal Description

000 Xxxxxxxx Xxxxxx, Xxxxxxx, XX

THAT certain real property and all appurtenances thereof or in anywise appertaining thereto, and all of the buildings, improvements, structures and fixtures situated thereon and being more particularly described as follows:

Beginning at a point on the right of way line of Xxxxxxxx Xxxxxx xxxxx Xxxxx 00x00' Xxxx 285.04 feet from the point of intersection between the South right of way line of Second Street and the west right of way line of Xxxxxxxx Street; thence with said West right of way line of Xxxxxxxx Xxxxxx Xxxxx 00x00' Xxxx 218 feet to a point; thence leaving the West right of way line of Xxxxxxxx Xxxxxx Xxxxx 00x00'00" Xxxx 150 feet to a point; thence North 15°01' East 218 feet to the southwesterly corner of Rite Aid of West Virginia, Inc.; thence along the southerly line of Rite Aid South 73°35'30" East 150 feet to the place of beginning.

There is also hereby conveyed all the rights and obligations of that certain Deed of Easement made the 30th day of August, 1984, whereby Benwood Limestone Company, Inc. granted to the Grantor herein a certain right of way and easement over property of Benwood Limestone Company, Inc. immediately to the south of the property hereby conveyed, which Deed of Easement is of record in the Office of the County Clerk of Xxxxxxxx County, West Virginia, at Deed Book 513, page 499, including a perpetual easement for a right of way over the following described property which adjoins the above described property.

Beginning at a point on the right of way line of Xxxxxxxx Xxxxxx xxxxx Xxxxx 00x00' Xxxx 503.04 feet from the point of intersection between the South right of way line of Second Street and the West right of way line of Xxxxxxxx Street thence with said right of way line of Xxxxxxxx Xxxxxx Xxxxx 00x00' Xxxx 45 feet to a point; thence leaving the West right of way line of Xxxxxxxx Xxxxxx Xxxxx 00x00'00" Xxxx 150 feet to a point; thence North 15°01' East 45 feet to a point; thence South 73°35'30" East 150 feet to the place of beginning.

BEING the same property conveyed to DBMRI LLC, a Delaware limited liability company, by Special Warranty Deed from Xxxxxx’x Restaurants of West Virginia, Inc., a West Virginia corporation, dated December 9, 2011 and recorded December 20, 2011, in the Office of the Clerk of the County Commission of Xxxxxxxx County, West Virginia, in Deed Book 753, page 532.

First Amendment to Purchase and Sale Agreement

Exhibit F-2

LA1 2823804

Exhibit G

Form of Limited Access Agreement

(See Attached)

First Amendment to Purchase and Sale Agreement

Exhibit G

LA1 2823804

SCHEDULE 15

APPROVED ASSIGNEES

ARC DBPGDYR001, LLC

ARC DBPPROP001, LLC

ARC DB5PROP001, LLC

ARC DB5SAAB001, LLC

ARC DBGESRG001, LLC

ARC DBGWSDG001, LLC

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Table of Contents

FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT

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