REAL ESTATE PURCHASE AND SALE AGREEMENT BETWEEN AND CTO REALTY GROWTH, INC. CONCERNING PROPERTY COMMONLY KNOWN AS [****]
EXHIBIT 2.1
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. REDACTED INFORMATION IS INDICATED BY [****].
REAL ESTATE PURCHASE AND SALE AGREEMENT
BETWEEN
[****]
AND
CONCERNING PROPERTY COMMONLY
KNOWN AS [****]
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Exhibits | ||
Exhibit A | - | Description of the Land |
Exhibit B | - | Form of Tenant Estoppel Certificate |
Exhibit B-1 | - | Form of Seller Estoppel |
Exhibit C | - | Lease Schedule |
Exhibit D | - | List of Contracts |
Exhibit E | - | Form of Deed |
Exhibit F | - | Form of ▇▇▇▇ of Sale and General Assignment |
Exhibit G | - | Form of Assignment and Assumption Agreement |
Exhibit H | - | Representation Certificate |
Exhibit I | - | Form of Owner’s Title Affidavit |
Exhibit J | - | Form of Agreement re Letter of Credit |
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EXHIBIT 2.1
REAL ESTATE PURCHASE AND SALE AGREEMENT
THIS REAL ESTATE PURCHASE AND SALE AGREEMENT is entered into as of the Effective Date (defined below) by and between [****] (the “Seller”), and CTO REALTY GROWTH, INC., a Maryland corporation (the “Purchaser”), and joined in for the limited purposes set forth herein by First American Title Insurance Company, as escrow agent.
In consideration of the mutual promises hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
“Agreement” means this Real Estate Purchase and Sale Agreement, including all Exhibits and Schedules hereto, as the same may be amended from time to time in accordance with the terms hereof.
“Anti-Money Laundering and Anti-Terrorism Laws” shall have the meaning set forth in Section 7.1(h).
“Assignment and Assumption Agreement” shall mean an Assignment and Assumption Agreement substantially in the form attached hereto as Exhibit G.
“▇▇▇▇ of Sale” shall mean a ▇▇▇▇ of sale and general assignment substantially in the form attached hereto as Exhibit F.
“Business Day” shall mean any day of the week other than (i) Saturday and Sunday, (ii) a day on which banking institutions in Boston, Massachusetts or the city in which the Real Property is located are obligated or authorized by law or executive action to be closed to the transaction of normal (and non-automated) banking business, and (iii) a day on which governmental functions in Boston, Massachusetts or the city in which the Real Property is located are interrupted because of extraordinary events such as hurricanes, blizzards, power outages or acts of terrorism.
“Claim Cap” shall have the meaning set forth in Section 10.4.
“Closing” shall mean the consummation of the purchase and sale of the Property pursuant to the terms of this Agreement.
“Closing Date” shall mean the date that is fifteen (15) days following the expiration of the Study Period, as such date may be extended in accordance with Section 6.1(b).
“Closing Statement” shall have the meaning set forth in Section 8.4(k).
“Code” shall mean the Internal Revenue Code of 1986, and all amendments thereto and all regulations issued thereunder.
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“Confidential Information” shall mean (a) all documents, studies, reports, test results, brochures, offering materials, photographs, leases, lease guarantees, rent rolls, surveys, title reports and commitments, legal documents, financial information, computer output and other materials and information relating to the Property, the Leases, the Seller Parties and/or the Tenants and all analyses, compilations, forecasts, projections and other documents prepared based upon such materials and information, any and all proposals made in connection with a potential sale of the Property (including any proposals involving a price for the Property), whether the same are in electronic, pictorial, written or other form and (b) this Agreement, the terms hereof and any information contained herein or otherwise provided to Purchaser concerning the identity of the direct or indirect beneficial owners of Seller; provided, however that the term “Confidential Information” shall not include any information that (i) is in Purchaser’s possession before the Effective Date (and not obtained from Seller or a party acting on Seller’s behalf), (ii) is or becomes generally available to the public other than as a result of disclosure by Purchaser or its agent, representative or affiliate in breach of this Agreement, (iii) is independently developed by Purchaser without reference to any information that is provided to Purchaser by or on behalf of Seller or (iv) is or becomes available to Purchaser from a source that is not, to Purchaser’s knowledge, bound by a duty of confidentiality to Seller or any other Seller Party.
“Contract Proposal Notice” shall mean a written notice from Seller to Purchaser in accordance with Section 6.6(b) that contains a reasonably detailed description of the proposed new Material Contract (or the proposed material amendment of an existing Material Contract) that Seller proposes to execute.
“Contracts” shall mean all service, maintenance, landscaping, telecommunications, cable, internet service, laundry, management, leasing, and other similar contracts affecting the Land or the Improvements, a list of which as of the Effective Date is set forth in Exhibit D, and any other contracts entered into by Seller after the Effective Date in accordance with the terms of this Agreement, including in each case all amendments, extensions, modifications and supplements thereto; provided, however, that the term “Contracts” shall not include the Leases.
“Deed” shall mean a special warranty deed substantially in the form attached hereto as Exhibit E.
“Delinquent Rent” shall mean any of the Rents or other amounts that, under the terms of the applicable Lease, are to be paid by the Tenants on or prior to the Closing Date, but which have not been received in good funds by Seller on or prior to the Closing Date.
“Deposit” shall have the meaning set forth in Section 3.1.
“Designated Seller Representative” shall mean [****].
“Documents” shall mean all documents, studies, reports and other information applicable to the Property or any portion thereof and obtained by or made available to Purchaser or its attorneys or agents prior to Closing, including title policies, pro-formas or commitments, title exception documents, litigation and lien searches, surveys, Leases, operating and financial statements, accounting reports, lease schedules, rent rolls, delinquency reports, estoppel certificates, environmental, engineering and soils reports, site and architectural plans, Contracts, inspection or maintenance reports, permits and approvals.
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“Dollars” and the sign “$” mean the lawful money of the United States of America.
“Effective Date” shall mean the date underneath the signature of Seller and Purchaser on the signature page of this Agreement; provided, however, that if such dates are different, the latest of such dates shall be the Effective Date.
“Election to Proceed Notice” shall have the meaning set forth in Section 5.2.
“Emergency Contract” shall mean any contract or agreement entered into by Seller after the Effective Date that, in Seller’s good faith judgment, is necessary in order to (i) prevent or ameliorate an immediate threat to the health, safety or welfare of any person at or in the immediate vicinity of the Property, (ii) prevent or ameliorate immediate physical damage or physical loss to the Property, (iii) avoid the suspension of any critical service in or to the Property (such as security systems or fire and life safety), or (iv) avoid criminal or civil liability on the part of Seller.
“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended, and all regulations issued thereunder.
“Escrow Agent” shall mean the Title Company, acting in its capacity as escrow agent for the transactions contemplated by this Agreement.
“Estoppel Requirement” shall have the meaning set forth in Section 6.1(a)(iv).
“Excluded Items” shall mean: (a) materials relating to the marketing efforts for the sale of the Property, including communications and agreements with other potential purchasers; (b) projections and other internal memoranda or materials; (c) communications between Seller (or its advisors or affiliates) and the property manager and/or leasing broker for the Property; (e) appraisals, budgets, strategic plans for the Property, internal analyses (including analyses with respect to its leasing of space in the Property), computer software, and submissions relating to the obtaining of internal authorizations, and engineering and environmental reports received by Seller or its affiliates or advisors; (f) attorney and accountant work product, and all other materials subject to any legal privilege in favor of Seller; (g) organizational documents of the Seller Parties and any agreements and communications between Seller and any affiliate or advisor of Seller; and (h) the personal property located in the on-site management office or elsewhere (including without limitation the website for the Property) used by the current property manager for the Property and not owned by Seller.
“Executive Order” shall have the meaning set forth in Section 7.1(l).
“Government List” shall mean any of (i) the lists maintained by the United States Department of Commerce (Denied Persons and Entities), (ii) the list maintained by the United States Department of Treasury (Specially Designated Nationals and Blocked Persons), and (iii) the lists maintained by the United States Department of State (Terrorist Organizations and Debarred Parties).
“Hazardous Materials” shall mean any substance which is or contains: (i) any “hazardous substance” as now or hereafter defined in the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended (42 U.S.C. Section 9601
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“et seq.”) or any regulations promulgated thereunder (“CERCLA”); (ii) any “hazardous waste” as now or hereafter defined in the Resource Conservation and Recovery Act (42 U.S.C. Section 6901 et seq.) or regulations promulgated thereunder; (iii) any substance regulated by the Toxic Substances Control Act (15 U.S.C. Section 2601 et seq.) or Clean Water Act (33 U.S.C. Section 1251 et seq.); (iv) petroleum, petroleum products and by-products including gasoline, diesel fuel or other petroleum hydrocarbons; (v) asbestos and asbestos-containing materials, in any form, whether friable or nonfriable; (vi) polychlorinated biphenyls; (vii) radon gas; (viii) mold, mildew, fungus or other potentially dangerous organisms; (ix) any putrescible or nonputrescible solid, semisolid, liquid or gaseous waste of any type; and (x) any additional substances or materials which are now or hereafter classified or considered to be hazardous or toxic under any laws, ordinances, statutes, codes, rules, regulations, agreements, judgments, orders and decrees now or hereafter enacted, promulgated, or amended, of the United States, the states, the counties, the cities or any other political subdivisions in which the Real Property is located and any other political subdivision, agency or instrumentality exercising jurisdiction over the owner of the Real Property, the Real Property or the use of the Real Property relating to pollution, the protection or regulation of human health, natural resources or the environment, or the emission, discharge, release or threatened release of pollutants, contaminants, chemicals or industrial, toxic or hazardous substances or waste into the environment (including indoor or ambient air, surface water, ground water, land, soil or subsurface strata).
“Improvements” shall mean all buildings, structures and other improvements situated upon the Land and any fixtures, systems and facilities owned by Seller and located on the Land.
“Intangible Property” shall mean [****].
“Land” shall mean the land described on Exhibit A attached hereto, together with all privileges, rights, easements and appurtenances belonging to such land and all right, title and interest (if any) of Seller in and to any streets, alleys, passages or other rights-of-way or appurtenances included in, adjacent to or used in connection with such land and all right, title and interest (if any) of Seller in all mineral rights appurtenant to such land.
“Lease Expenses” shall mean all tenant improvement allowances and costs of improvement work required to be provided or performed by the landlord under the Leases, loss of income related to free rental periods, together with all brokerage commissions, legal fees, moving expenses, design expenses and other third party costs incurred by Seller in connection with the negotiation or execution of the Leases and/or the performance of the landlord’s obligations thereunder.
“Lease Proposal Notice” shall mean a written notice from Seller to Purchaser in accordance with Section 6.6(a) that: (a) identifies a Tenant or proposed Tenant; (b) contains a term sheet, letter of intent or other description of the material business terms of a proposed Lease Transaction; and (c) contains any relevant financial information about the Tenant or proposed Tenant that is in Seller’s possession or control.
“Lease Schedule” shall mean schedule of leases attached hereto as Exhibit C which Schedule (a) identifies all Tenant Leases in effect at the Project, (b) contains a list of all original leases, amendments, side letter agreements and guaranties, and (c) contains a rent roll, aged receivables report and list of Tenant security deposits.
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“Lease Transaction” shall mean any of the following actions by Seller with respect to any Lease (or proposed Lease): (a) the execution of any new Lease; (b) the renewal or material modification of any Lease; or (c) the termination of any non-residential Lease other than on account of a default by the applicable tenant thereunder.
“Leases” shall mean all leases (other than subleases), including all amendments, extensions, modifications and supplements thereto, pursuant to which any Person uses or occupies any part of the Real Property.
[****].
[****].
[****].
[****].
“Non-Major Tenant” shall mean all Tenants of the Property other than Major Tenants.
“Operating Expense Pass-Throughs” shall have the meaning set forth in Section 8.4(e).
“Permitted Exceptions” shall mean: (a) applicable zoning, subdivision, building and other land use laws and regulations; (b) all matters reflecting the existence or terms of Leases shown on the Lease Schedule or entered into after the Effective Date in accordance with the terms of this Agreement, including non-disturbance agreements, notices (or short forms) of Leases and financing statements pertaining to Tenant property; (c) all matters, whether or not of record, that arise out of the actions of Purchaser or its agents, representatives or contractors; (d) the lien of real estate taxes and assessments not yet due and payable, subject to adjustment as provided herein; (e) all matters that the Title Company is willing to insure over without additional premium or indemnity from Purchaser and that, in the exercise of Purchaser’s reasonable business judgment, will not have a material adverse effect on the Property or Purchaser from and after Closing; (f) any lien or encumbrance that, pursuant to a Lease that is in force and effect on the Closing Date, is the responsibility of the applicable tenant; (g) the standard pre-printed exceptions and provisions contained in title insurance policies; (h) the Subdivision Approval; (i) all other matters shown on or referenced in the Title Commitment (other than Voluntary Liens) or the Survey, such state of facts as would be disclosed by a physical inspection of the Real Property on an ALA “as-built” survey of the Real Property as of the Title Objection Date, and all other matters affecting title to the Real Property within Purchaser’s Knowledge as of the Title Objection Date, except for those matters listed in this subsection (i) as to which, in accordance with Section 4.1(b): (i) Purchaser makes a written objection on or before the Title Objection Date; and (ii) Seller elects to use reasonable efforts to Remove. The term “Permitted Exceptions” shall also include any matters that become Permitted Exceptions in accordance with the provisions of Sections 4.1(b) – (c) below.
“Person” shall mean any individual, estate, trust, general or limited partnership, limited liability company, limited liability partnership, corporation, governmental agency or other legal entity and any unincorporated association.
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“Personal Property” shall mean all furniture, equipment, machinery, inventories, supplies, signs and other tangible personal property, if any, owned by Seller and installed, located or situated on or used in connection with the operation of the Improvements, subject to depletions, replacements and additions in the ordinary course of business, but excluding all Excluded Items.
“Plan” shall have the meaning set forth in Section 7.1(i).
“Property” shall mean, collectively, the Real Property, the Personal Property, Seller’s interest in the Leases, and the Intangible Property. The term “Property” does not include the Excluded Items.
“Purchase Price” shall mean the purchase price for the Property as specified in Section 2.2.
“Purchaser” shall have the meaning set forth in the first paragraph of this Agreement.
“Purchaser Intervening Title Objection Notice” shall have the meaning set forth in Section 4.1(c).
“Purchaser Intervening Title Objections” shall have the meaning set forth in Section 4.1(c).
“Purchaser Lease Expenses” shall mean, collectively: (a) any Lease Expenses not shown on Schedule 8.4 attached hereto (as such schedule may be updated by Seller prior to Closing to reflect amounts paid between the Effective Date and the Closing Date), and (b) any Lease Expenses arising out of or in connection with (i) any extension, expansion or other right exercised by any Tenant under any Lease on or after the Effective Date, or (ii) any new Lease or Lease modification entered into in accordance with Section 6.6(a) on or after the Effective Date; provided, however, that in the case of this subsection (ii), such Lease Expenses are provided for in the Leases (or any related lease commission agreements) or Lease Proposal Notice as delivered or made available to Purchaser pursuant to the terms of Section 6.6(a) and such Leases or Lease Proposal Notice is approved (or deemed approved) by Purchaser in accordance with this Agreement.
“Purchaser Title Election Date” shall have the meaning set forth in Section 4.1(c).
“Purchaser Title Objections” shall have the meaning set forth in Section 4.1(b).
“Purchaser’s Knowledge” shall mean the actual knowledge of Purchaser’s Representatives and: (a) all matters and information disclosed in this Agreement (including in any exhibit or schedule to this Agreement); (b) any matters and information disclosed in any of the Documents received by or made available to any of Purchaser’s Representatives before the Closing; and (c) any other matter or information disclosed in writing to any of Purchaser’s Representatives before the Closing. For purposes of this Agreement, Documents and other materials shall be deemed to have been “made available” to Purchaser’s Representatives only if, before the Closing, the same (1) are sent to Purchaser (including by email) at its address as set forth in Section 11.7 below; (2) are available for review by Purchaser’s Representatives at the Property; or (3) are available at the date site being maintained by Seller’s Broker.
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“Purchaser’s Representatives” shall mean (i) Purchaser, (ii) any officers, directors, trustees, employees, agents, consultants, representatives, affiliates and attorneys of Purchaser; and (iii) any direct or indirect owner of any interest in Purchaser, and any officers, directors, trustees, employees, agents, consultants, representatives, affiliates and attorneys of any direct or indirect owner of any interest in Purchaser, but with respect to clauses (ii) and (iii), only if such Person conducts due diligence with respect to the Property or is otherwise involved in the transaction contemplated hereby.
“Real Property” shall mean, collectively, the Land and the Improvements.
“Remove” or “Removed” with respect to any exception to title shall mean that Seller causes the Title Company to remove or affirmatively insure over the same as an exception to the Purchaser’s Owner’s Title Policy in form and substance satisfactory to Purchaser, without any additional cost or liability to the Purchaser.
“Rent” shall mean fixed and minimum rents and all additional rents, percentage rents, imposition charges, heating and cooling charges, charges for utilities, charges for parking and storage, and all other amounts and charges payable by the Tenants under the Leases.
“Required Purchaser Insurance” shall mean insurance that satisfies the following requirements or is otherwise approved in writing by Seller:
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[****].
“Security Deposits” shall mean all security deposits, access card or key deposits, cleaning fees and other deposits relating to space within the Real Property paid by Tenants to Seller or its managing agent.
“Seller” shall have the meaning set forth in the first paragraph of this Agreement.
“Seller-Allocated Amounts” shall mean, collectively:
“Seller Parties” shall mean: (i) Seller, (ii) any officers, directors, trustees, employees, agents, consultants, representatives, affiliates, managers, investment advisors and attorneys of Seller, and (iii) any direct or indirect owner of any interest in Seller, and any officers, directors, trustees, employees, agents, consultants, representatives, affiliates, managers, investment advisors and attorneys of any direct or indirect owner of any interest in Seller.
“Seller Representations” shall mean the representations and warranties of Seller expressly set forth in Section 7.2.
“Seller’s Additional Title Election Period” shall have the meaning set forth in Section 4.1(c).
[****].
“Seller’s Estoppel Certificate” shall mean an estoppel certificate from Seller substantially in the form attached hereto as Exhibit B-1.
“Seller’s Intervening Title Notice” shall have the meaning set forth in Section 4.1(c).
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“Seller’s Title Election Period” shall have the meaning set forth in Section 4.1(b).
[****].
[****].
“Survey” shall have the meaning set forth in Section 4.1.
“Tax Appeal Proceeding” shall have the meaning set forth in Section 6.6(d).
“Tenant” shall mean each Person that is a tenant under a Lease of space within the Real Property.
“Tenant Notices” shall have the meaning set forth in Section 8.5.
“Tenant Receivables” shall have the meaning set forth in Section 8.4(f).
“Termination Notice” shall have the meaning set forth in Section 5.2.
“Title Commitment” shall mean a commitment for title insurance issued by the Title Company to Purchaser.
“Title Company” shall mean the Boston office of First American Title Insurance Company.
“Title Documents” shall mean all documents referred to in the Title Commitment.
“Title Objection Date” shall mean the date that is five (5) days before the end of the Study Period.
“Title Objection Notice” shall have the meaning set forth in Section 4.1(b).
“Unbilled Tenant Receivables” shall have the meaning set forth in Section 8.4(f).
“Uncollected Delinquent Tenant Receivables” have the meaning set forth in Section 8.4(f).
“Utility Deposits” shall mean all deposits made by or on behalf of Seller with the Persons providing water, sewer, gas, electricity, telephone and other utilities to the Real Property.
“Voluntary Lien” shall mean (a) any mortgage or deed of trust granted or assumed by Seller and encumbering the Property or any portion thereof; (b) any mechanic’s or materialmen’s lien encumbering the Property or any portion thereof and arising by reason of any work at the Real Property performed before the Closing under a contract directly with Seller; and (c) any other lien encumbering the Property or any portion thereof that is voluntarily granted by Seller and secures the repayment of money.
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Further, while this Agreement is in effect, Seller agrees to make available to Purchaser, or to its duly authorized agents or representatives, copies of all Leases and all applicable books
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and records relating to the Property and the operation and maintenance thereof to the extent that such materials are in Seller’s possession or control and do not constitute Excluded Items. Such items may be examined at reasonable times during normal business hours upon prior reasonable notice to Seller.
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The provisions of this Section 5.3 shall survive the termination of this Agreement.
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Seller shall use good faith efforts to obtain estoppel certificates that satisfy the Estoppel Requirement, provided that Seller shall in no event be obligated to expend any funds in connection with obtaining such estoppels, and Purchaser agrees that in no event shall the failure of Seller to obtain sufficient estoppel certificates to satisfy the Estoppel Requirement in and of itself constitute a default by Seller under this Agreement. Notwithstanding anything to the contrary in this Agreement, all clean Tenant estoppel certificates provided to Purchaser before the end of the Study Period shall conclusively be deemed to count toward the satisfaction of the Estoppel Requirement. If Purchaser believes that any estoppel certificate delivered to it after the end of the Study Period should not count toward the satisfaction of the Estoppel Requirement as provided for in Section 6.1(a)(iv) above, Purchaser shall so notify Seller in writing within three (3) Business Days from Purchaser’s receipt of such estoppel certificate in accordance with the notice provisions of this Agreement, which notice must set forth in reasonable detail the reasons why Purchaser does not believe that the estoppel certificate in question satisfies the requirements of Section 6.1(a)(iv). With respect to any estoppel certificate delivered to Purchaser after the end of the Study Period as to which Purchaser does not so provide Seller with written notice of its
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objections within such three (3) Business Days, Purchaser shall be deemed to have approved the applicable estoppel certificate.
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In the event of a fire or other casualty that is not a Material Casualty, or if there is a Material Casualty and Purchaser elects to proceed pursuant to Section 6.3(b), (i) Purchaser shall purchase the Property in accordance with the terms hereof (without a reduction in the Purchase Price except as provided for in Section 6.5 below), and (ii) Seller shall assign to Purchaser at Closing any rights of Seller to insurance proceeds payable on account of such damage as provided for in Section 6.5. With respect to any Material Casualty, Purchaser shall be deemed to have elected to proceed under Section 6.3(b) unless, within ten (10) days from written notice of such Material Casualty, Purchaser provides Seller with written notice that Purchaser elects to terminate this Agreement pursuant to Section 6.3(a).
In the event of a condemnation by right of eminent domain that is not a Material Taking, or if there is a Material Taking and Purchaser elects to proceed under Section 6.4(b), Purchaser shall purchase the Property in accordance with the terms hereof (without reduction in the Purchase Price) and Seller shall assign to Purchaser at Closing any rights of Seller to condemnation proceeds payable as a result of such condemnation as provided for in Section 6.5. With respect to any Material Taking, Purchaser shall be deemed to have elected to proceed under Section 6.4(b) unless, within ten (10) days from written notice of such Material Taking, Purchaser provides Seller with written notice that Purchaser elects to terminate this Agreement pursuant to Section 6.4(a).
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Purchaser irrevocably covenants never to commence or prosecute, or to collude with others to commence or prosecute, against Seller or any other Seller Party any action or proceeding based upon any claim covered by the foregoing release; provided, however, that this release is not intended and shall not be construed to affect or impair any rights or remedies that Purchaser may have against Seller as a result of a breach of any of the Seller Representations or Seller’s Deliveries or of any covenant of Seller expressly set forth in this Agreement that expressly survives the Closing, subject to the terms and limitations on Seller’s liability as set forth elsewhere in this Agreement.
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A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.
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The provisions of this Section 11.5 shall survive the Closing or termination of this Agreement.
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The provisions of this Section 11.16 shall survive the Closing or termination of this Agreement.
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[The balance of this page has intentionally been left blank. Signature pages follow.]
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IN WITNESS WHEREOF, Seller and Purchaser hereto have executed this Agreement as of the date first written above.
| SELLER: [****] |
| PURCHASER: a Maryland corporation By:__s/ ▇▇▇▇▇▇ ▇. Greathouse_________, Name: ▇▇▇▇▇▇ ▇. Greathouse Title: Chief Investment Officer Date: October 18, 2021 |
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RECEIPT BY THE ESCROW AGENT
[****]
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schedule 1.1
MAJOR TENANTS
schedule 8.4
SELLER LEASE EXPENSES
Exhibit A
Description of the Land
Exhibit B
Form of Tenant Estoppel Certificate
Exhiit B-1
Form of Seller Estoppel
Exhibit C
Lease Schedule
Exhibit D
List of Contracts
Exhibit E
Form of Deed
Exhibit F
Form of ▇▇▇▇ of Sale and General Assignment
Exhibit G
Form of Assignment and Assumption Agreement
Exhibit H
Representation Certificate
Exhibit I
Form of Owner’s Title Affidavit
Exhibit J
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Form of Agreement re Letter of Credit
Exhibit K-1
SUBDIVISION PLAN
EXHIBIT K-2
FORM OF EASEMENT AGREEMENT
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