AGREEMENT By and Among WINSTON-SALEM INDUSTRIAL, LLC A Delaware Limited Liability Company and HIGHWOODS REALTY LIMITED PARTNERSHIP, A North Carolina Limited Partnership and G-T GATEWAY, LLC, A North Carolina Limited Liability Company and Allman Spry...

Exhibit 10.14

AGREEMENT

By and Among

WINSTON-SALEM INDUSTRIAL, LLC

A Delaware Limited Liability Company

and

HIGHWOODS REALTY LIMITED PARTNERSHIP,

A North Carolina Limited Partnership

and

G-T GATEWAY, LLC,

A North Carolina Limited Liability Company

and

Xxxxxx Xxxx Xxxxxxx & Xxxxxxxx, P.A.

as Escrow Agent

TABLE OF CONTENTS


		Page
SALE AND PURCHASE OF MEMBERSHIP INTEREST		3
PURCHASE PRICE		3
Binder Deposit and Escrow Agent’s Duties and Rights		3
ACTIONS PENDING CLOSING		6
Survey and Plans		6
Initial Delivery of Documentation		7
Access to the Property		7
Matters of Title		7
Environmental Assessments		7
Investigation Rights		8
Termination Rights: Review Period		9
Highwoods’ Removal of Property From Market		9
ADDITIONAL AGREEMENTS OF THE PARTIES		9
Title to the Property		9
Permitted Exceptions		10
Representations and Warranties of Highwoods		11
Representations and Warranties of G-T Gateway		19
Maintenance of the Property		21
Risk of Loss; Damage or Destruction; Condemnation		21
No Transfer of Personal Property		22
Compliance With Legal Requirements		22
Delivery of Notices		23
Indemnifications		23
CONDITIONS PRECEDENT TO CLOSING		00
X-X Xxxxxxx’s Conditions		24
Highwoods’ Conditions.		27
CLOSING		28
Date		28
Highwoods’ Closing Documents		28
G-T Gateway’s Closing Documents		29
Closing Costs		29
Closing Adjustments		29
Taxes		30
Utilities		30
Rents		30
Calculations		32
Prepaids		32
Service Agreement Payments		32
Settlement After Closing		32
Leasing Commissions		33
Tenant Improvements		33
Equitable Adjustments		34
DEFAULT AND REMEDIES		34
OTHER PROVISIONS		34


Counterparts		34
Entire Agreement		34
Construction		34
Applicable Law		35
Severability		35
Waiver of Covenants, Conditions and Remedies		35
Exhibits		35
Amendment		35
Relationship of Parties		35
Assignment		35
Further Acts		36
No Recording; Actions to Clear Title		36
Broker Commissions		36
Notices		36
Press Releases		37
Definition of Agreement Date		37
Survival of the Agreement		38
Exhibit A - Property Description
Exhibit B - Personal Property
Exhibit B-1 - Excluded Personal Property
Exhibit C - Leases
Exhibit C-1 - Service Maintenance Contracts
Exhibit D – Permitted Exceptions
Exhibit E – Tenant Estoppel Certificate
Exhibit F – Assignment of Membership Interest
Exhibit G - Form of Assignment of Leases

STATE OF NORTH CAROLINA

AGREEMENT

COUNTY OF FORSYTH

THIS AGREEMENT (this “Agreement”) is made and entered into as of the 28^th day of January, 2005, by and among WINSTON-SALEM INDUSTRIAL, LLC, a Delaware limited liability company (“WSI”), HIGHWOODS REALTY LIMITED PARTNERSHIP, a North Carolina Limited Partnership (“Highwoods”), G-T GATEWAY, LLC, a North Carolina Limited Liability Company (“G-T Gateway”) and Xxxxxx Xxxx Xxxxxxx & Xxxxxxxx, P.A. (“Escrow Agent”).

WITNESSETH :

WHEREAS, WSI is, or will be at the closing contemplated hereby, the sole member of Winston-Salem Industrial II, LLC, a North Carolina limited liability company (hereinafter “WSI, II”) and WSI desires to sell to G-T Gateway, and G-T Gateway desires to purchase from WSI, one hundred percent (100%) of the membership interest owned by WSI in WSI, II (the “Membership Interest”).

WHEREAS, as of the date hereof, WSI is the sole owner of the following property, which shall be conveyed to WSI, II prior to the closing contemplated hereby:

(a) a fee simple interest in that tract containing approximately59.181 acres of land and being described on Exhibit A (attached hereto and incorporated herein by reference), together with all right-of-ways and easements appurtenant thereto (said tract being commonly known as 000 Xxxxxxxxxx Xxxx Xxxxx, Xxxxx Xxxx, Xxxxx Xxxxxxxx and being hereinafter referred to as the “Land”).

(b) all right, title and interest in and to all rights, privileges, and easements appurtenant to the Land, including all water rights, rights-of-way, roadways, parking areas, roadbeds, alleyways and reversions or other appurtenances used in connection with the beneficial use of the Land.

(c) all improvements, buildings, structures, related amenities and fixtures located on the Land and owned by WSI including, without limitation, that warehouse building containing approximately 598,058 square feet and that office building containing approximately 91,808 square feet (collectively referred to as the “Building”), any and all other buildings, structures and amenities currently located on the Land, all fixtures, apparatus, equipment, vaults, machinery and built-in appliances used in connection with the operation and occupancy of the Land such as heating and air conditioning systems, electrical systems, plumbing systems, sprinkler and other fire protection and life safety systems, refrigeration, ventilation, or other facilities or services on the Land (all of which are together hereinafter called the “Improvements”).

(d) Except as hereinafter set forth, all personal property to be described on Exhibit B located on or in or used exclusively in connection with the Land and Improvements and owned by WSI and used or usable in the operation of the Property (as defined below) including, without limitation, fittings, appliances, shades, furniture, furnishings, and other furnishings or items of personal property used or usable in connection with the Building’s HVAC systems, but excluding all personal property located on the Land or in the Building owned by the tenant thereof or contractors who provide service to the Building or is not otherwise owned by WSI (hereinafter called the “Personal Property”).

(e) That lease of the Building set forth on Exhibit C (the “Lease”), prepaid rent, security deposits, contract rights, escrow deposits, utility agreements, guaranties, warranties, zoning rights or other rights related to the ownership of or use and operation of the Property (as defined below), and interest in certain service contracts related to the Property. A list of the service, maintenance and/or management contracts affecting or relating to the Property (the “Service Contracts”), and all guaranties and warranties relating to the Property which are assignable together with a description of all pertinent terms and provisions of such Service Contracts, guaranties and warranties shall be set forth in Exhibit C-1 and attached hereto prior to Closing. All Service Contracts that are not assumed by G-T Gateway shall be terminated at or before Closing.

All of the items of property described in (a), (b), (c), (d) and (e) above are hereinafter collectively called the “Property.”

It is hereby acknowledged by G-T Gateway that WSI does not intend that G-T Gateway receive the benefit of any cash, claims relating to any real property tax refunds or rebates for periods occurring prior to Closing (as hereinafter defined), existing insurance claims and any existing claims against the tenant or former tenants of the Property related to claims or causes of actions which arise prior to the date of Closing, which cash and claims shall be assigned to Highwoods by WSI and/or WSI, II prior to Closing. It is furthermore, acknowledged by G-T Gateway that WSI does not intend that G-T Gateway receive any benefit in or right to use the trade style name Highwoods Properties and derivations thereof and any other trademarks used in connection therewith which rights shall be assigned to Highwoods by WSI prior to Closing.

WHEREAS, WSI and G-T Gateway desire to enter into this Agreement to incorporate all prior negotiations and dealings of the parties with respect to the transaction contemplated hereby.

WHEREAS, Highwoods is the sole owner of WSI and will benefit from this Agreement and is entering into this Agreement for the sole purpose of making those representations and warranties as set forth in Section 4(c) of this Agreement and agreeing to be bound by the indemnification provisions set forth in Section 4(j) of this Agreement, which provisions are a material inducement to G-T Gateway’s execution of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein, the payment of xxxxxxx money, and other good and valuable consideration, receipt of which is hereby acknowledged by WSI, G-T Gateway and Highwoods, the parties hereto agree as follows:

1. SALE AND PURCHASE OF MEMBERSHIP INTEREST.

Subject to the terms and conditions of this Agreement, WSI agrees to sell, assign and deliver the Membership Interest to G-T Gateway and G-T Gateway agrees to purchase the Membership Interest from WSI.

2. PURCHASE PRICE.

Subject to the terms and conditions of this Agreement, the total purchase price to be paid by Buyer to Seller for the Membership Interest shall be the sum of Eighteen Million Six Hundred Fifty-Six Thousand Three Hundred Twenty-Five and No/100 Dollars ($18,656,325.00) (the “Purchase Price”). The Purchase Price, as adjusted by all prorations as provided for herein, shall be paid to Seller by Buyer at the Closing, by wire transfer of immediately available federal funds, of which the Binder Deposit shall constitute a part, subject to prorations and adjustments at Closing.

(a) Binder Deposit and Escrow Agent’s Duties and Rights. Within five (5) business days after the full execution of this Agreement, G-T Gateway shall pay and deliver to the Escrow Agent in United States currency the sum of Sixty Thousand and No/100 Dollars ($60,000.00) as a binder deposit (such amount, together with all interest earned thereon, being referred to herein as the “Binder Deposit”). Escrow Agent shall hold the Binder Deposit in trust for the mutual benefit of the parties, subject to the following terms and conditions:

(i) Escrow Agent shall deposit the Binder Deposit in an interest bearing account in an institution as directed by G-T Gateway, and reasonably acceptable to WSI, in Winston-Salem, North Carolina. The Binder Deposit, plus all accrued interest thereon, shall be returned to G-T Gateway at the Closing of this transaction. Otherwise, the Binder Deposit shall be delivered by Escrow Agent to WSI or refunded by Escrow Agent to G-T Gateway in accordance with the terms of this Agreement.

(ii) In the event the transaction contemplated by this Agreement is not closed solely because of any default on the part of WSI, or if any of the conditions precedent set forth in Section 5 fail to be satisfied at Closing, or if G-T Gateway terminates its obligations as allowed herein pursuant to any other provision of this Agreement, then the Escrow Agent shall pay to G-T Gateway the Binder Deposit, including interest which has accrued thereon (except, if G-T Gateway terminates this Agreement pursuant to Section 3(g) below, One Hundred Dollars ($100.00) of the Binder Deposit shall be paid to WSI pursuant to Section 3(g) below). To allow the interest bearing account to be opened, G-T Gateway’s and WSI’s tax identification numbers are set forth below their signatures at the end of this Agreement. Escrow Agent is executing this Agreement to acknowledge Escrow

Agent’s responsibilities hereunder, which may be modified only by a written amendment signed by all of the parties. No such amendment shall be binding on the Escrow Agent unless it has been signed by the Escrow Agent. Escrow Agent shall accept the Binder Deposit with the understanding of the parties that Escrow Agent is not a party to the Agreement except to the extent of its specific responsibilities hereunder; and does not assume or have any liability for the performance or non-performances of WSI or G-T Gateway hereunder to either of them.

(iii) In the event the transaction contemplated by this Agreement is not closed solely because of any default on the part of G-T Gateway, then the Escrow Agent shall pay to WSI the Binder Deposit including interest which has accrued thereon, and, except for G-T Gateway’s Continuing Indemnification Obligations (as defined in Section 3(f) below), such payment shall be G-T Gateway’s only liability to WSI as the result of such breach and shall be considered liquidated damages, as WSI’s actual damages as a result of G-T Gateway’s breach of its obligations hereunder shall be difficult, if not impossible, to ascertain.

(iv) Within two (2) days after execution of this Agreement, G-T Gateway, Highwoods and WSI shall deposit a copy of this Agreement executed by them with Escrow Agent, and, upon receipt of the Binder Deposit from G-T Gateway, Escrow Agent shall immediately execute this agreement where provided below. This Agreement, together with such further instructions, if any, as the parties shall provide to Escrow Agent by written agreement, shall constitute the escrow instructions. If any requirements relating to the duties or obligations of Escrow Agent hereunder are not acceptable to Escrow Agent, or if Escrow Agent requires additional instructions, the parties hereto agree to make such deletions, substitutions and additions hereto as counsel for WSI, G-T Gateway and Highwoods shall mutually approve, which additional instructions shall not substantially alter the terms of this Agreement unless otherwise expressly agreed to by WSI, G-T Gateway and Highwoods.

(v) Escrow Agent shall hold the Binder Deposit in accordance with the terms and provisions of this Agreement, subject to the following:

(A) Escrow Agent’s duties hereunder shall be limited to investing, administering and disbursing the Binder Deposit, and Escrow Agent shall have no additional duties or responsibilities hereunder (in its role as Escrow Agent) in connection with the Closing. Escrow Agent undertakes to perform only such duties as are expressly set forth in this Agreement and no implied duties or obligations shall be read into this Agreement against Escrow Agent.

(B) Escrow Agent may act in reliance upon any writing or instrument or signature which it, in good faith, believes of any statement or assertion contained in such writing or instrument, and may assume that

any person purporting to give any writing, notice, advice or instrument in connection with the provisions of this Agreement has been duly authorized to do so. Escrow Agent shall not be liable in any manner for the sufficiency or correctness as to form, manner and execution, or validity of any instrument deposited in escrow, nor as to the identity, authority, or right of any person executing the same, and Escrow Agent’s duties under this Agreement shall be limited to those provided in this Agreement.

(C) Unless Escrow Agent discharges any of its duties under this Agreement in a negligent manner or is guilty of willful misconduct with regard to its duties under this Agreement, WSI and G-T Gateway shall indemnify Escrow Agent and hold it harmless from any and all claims, liabilities, losses, actions, suits or proceedings at law or in equity which it may incur or with which it may be threatened by reason of its acting as Escrow Agent under this Agreement; and in such connection WSI and G-T Gateway shall indemnify Escrow Agent against any and all expenses including reasonable attorney’s fees and the cost of defending any action, suit or proceeding or resisting any claim in such capacity.

(D) If the parties (including Escrow Agent) shall be in disagreement about the interpretation of this Agreement, or about their respective rights and obligations, or the propriety of any action contemplated by Escrow Agent, Escrow Agent may, but shall not be required to, file an action in interpleader to resolve the disagreement. Escrow Agent shall be indemnified for all costs and reasonable attorneys’ fees in its capacity as Escrow Agent in connection with any such interpleader action and shall be fully protected in suspending all or part of its activities under this Agreement until a final judgment in the interpleader action is received.

(E) Escrow Agent may consult with counsel of its own choice and have full and complete authorization and protection in accordance with the opinion of such counsel. Escrow Agent shall otherwise not be liable for any mistakes of fact or errors of judgment, or for any acts or omissions of any kind, unless caused by its negligence or willful misconduct.

(F) The Escrow Agent may in its sole discretion resign by giving thirty (30) days’ written notice thereof to G-T Gateway and WSI. G-T Gateway and WSI shall furnish to the Escrow Agent written instructions for the release of the escrow funds and escrow documents in such event. If the Escrow Agent shall not have received such written instructions, the Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor Escrow Agent, and upon such appointment deliver the escrow funds and escrow documents to such successor.

(G) If costs and expenses (including attorneys’ fees) are incurred by Escrow Agent because of litigation of any dispute between WSI and G-T Gateway arising out of the holding of the Binder Deposit, the non-prevailing party (i.e., either WSI or G-T Gateway) shall reimburse Escrow Agent for such reasonable costs and expenses incurred. WSI and G-T Gateway hereby agree and acknowledge that Escrow Agent assumes no liability in connection with the holding or investment of the Binder Deposit pursuant hereto, except for the negligence or willful misconduct of Escrow Agent and its employees and agents. Escrow Agent shall not be responsible for the validity, correctness or genuineness of any document or notice referred to herein; and, in the event of any dispute under this Agreement relating to the disposition of the Binder Deposit, Escrow Agent may seek advice from its own counsel and shall be fully protected in any action taken in good faith in accordance with the opinion of Escrow Agent’s counsel.

(H) Escrow Agent’s address for purpose of mailing or delivering documents and notices hereunder is as follows:

Xxxxxx Xxxx Xxxxxxx & Xxxxxxxx, P.A.

000 Xxxxxxxxx Xxxxxx, Xxxxx 000

Xxxxxxx-Xxxxx, XX 00000-0000

Attention: Xxxxxx X. Xxxxxxxx, Esquire

Telephone: (000) 000-0000

Telecopier: (000) 000-0000

Provisions with respect to notices set forth herein shall apply with respect to notices given by or to Escrow Agent hereunder.

3. ACTIONS PENDING CLOSING.

(a) Survey and Plans. G-T Gateway may cause to be secured and delivered to G-T Gateway prior to the end of the Review Period (as defined in Section 3(g) below) a current physical and boundary survey (the “Survey”) of the Land and Improvements prepared by a North Carolina registered land surveyor or licensed engineer which shall be certified to G-T Gateway which shall contain such documentation and certifications as the Title Company (as defined in Section 4[a]) may require. G-T Gateway agrees to pay for the cost of the Survey. In the event the Survey reveals anything which materially or adversely affects the Property in the sole reasonable discretion of G-T Gateway, G-T Gateway shall give notice to WSI of those matters objected to by G-T Gateway in the Survey prior to the last day of the Review Period. WSI shall then have the right, but not the obligation, for a period of ten (10) business days to cure any defects or objectionable matters specified by G-T Gateway. In the event that WSI fails or is unwilling to cure such defects to the reasonable satisfaction of G-T Gateway’s counsel at WSI’s sole cost and expense, G-T Gateway may proceed to a Closing subject to the defect, or by written notice to WSI, terminate this Agreement and receive a refund of the Binder Deposit, or otherwise allow this Agreement to expire.

(b) Initial Delivery of Documentation. At the time of the execution of this Agreement or within five (5) business days thereafter, Highwoods or WSI shall provide to G-T Gateway the following: (i) a list of all the Personal Property which shall be attached hereto as Exhibit B, (ii) true, correct and complete copies of all service, maintenance, utility and other contracts related to the Property, including any warranties or guaranties, a list of which shall be attached hereto as Exhibit C-1, (iii) all title information related to the Land in Highwoods’ or WSI’s possession or available to Highwoods or WSI including but not limited to, title insurance policies, attorney’s opinions on title and existing surveys, (iv) all environmental, engineering or similar reports and drawing/specifications relating to the Land, Building or Improvements in Highwoods’ or WSI’s possession, (v) a true, correct and complete copy of the Lease and any amendments or guaranties of such Lease, (vi) all income and expense records related to the Property for the year 2003 and 2004; and (vii) a current rent roll of the Building. To the knowledge of WSI, the information to be delivered to G-T Gateway pursuant to this subsection is true and correct in every material respect.

(c) Access to the Property. Subject to Section 3(f) of this Agreement, WSI shall give G-T Gateway and its agents, engineers and other representatives, reasonable access to the Property.

(d) Matters of Title. If any objection to the Title Report (as defined in Section 4[a] hereof) or the Survey (or existing survey(s), if applicable) is identified by G-T Gateway, WSI shall use its commercially reasonable efforts to resolve such objection to G-T Gateway’s satisfaction provided the cost of such resolution does not exceed Twenty-Fifty Thousand and No/100 Dollars ($25,000). In the event that WSI cannot or refuses to cure an objection to the Title Report or the Survey (or existing survey[s]) which remains unacceptable to G-T Gateway, then and in that event, G-T Gateway may terminate this Agreement without any further claim or obligation of any kind to WSI, except for G-T Gateway’s Continuing Indemnification Obligation (as defined in Section 3(f) below) or in the alternative, consummate the Closing in accordance with the terms of Section 5(a) below.

(e) Environmental Assessments. Prior to Closing, G-T Gateway at its sole expense, and upon reasonable notice to WSI, may cause to be undertaken and completed a current Phase I Environmental Site Assessment of the Land (the “Environmental Assessment”). The Environmental Assessment shall be performed by environmental inspection and engineering firms selected by G-T Gateway. G-T Gateway shall determine from the Environmental Assessment and from such other information available to G-T Gateway, in its sole discretion, whether or not the Property is likely to be contaminated by hazardous or toxic waste, substances or materials (including but not limited to, asbestos, PCB’s or petroleum products) as defined under any applicable federal, state or local laws, statutes, orders, rules, regulations, permits or approvals. In the event that contamination or any other adverse environmental condition is found to likely exist at the Property, or in the event that such Environmental Assessment recommends additional testing and WSI refuses to consent to such testing (which consent may be withheld by WSI in its sole discretion), G-T Gateway reserves the right to terminate this

Agreement and receive a refund of the Binder Deposit. If WSI withholds its consent for G-T Gateway to do additional environmental testing of the Land, and G-T Gateway terminates this Agreement as the result thereof, WSI will pay to G-T Gateway its due diligence costs reasonably incurred during the Review Period, and any fees forfeited by G-T Gateway to its lender as the result of G-T Gateway’s termination of this Agreement as the result of WSI refusal to allow G-T Gateway to conduct further environmental tests of the Land. WSI has no obligation to G-T Gateway to remediate any environmental contamination on the Land discovered by G-T Gateway or G-T Gateway’s engineers. As stated above, G-T Gateway will not conduct a Phase II Environmental Assessment of the Property without WSI’s written consent, which consent may be withheld in WSI’s sole discretion

(f) Investigation Rights. From the Agreement Date until such time as this Agreement is either settled or terminated, G-T Gateway, G-T Gateway’s authorized agents, employees, consultants, architects, engineers and contractors, as well as others authorized by G-T Gateway, shall have access to the Property and shall be entitled to enter upon the Property and make such surveying, architectural, engineering, topographical, geological, soil, subsurface, environmental, water drainage, traffic, and other studies related to the availability of water, sewer, natural gas, and other utility services in sufficient quantities to meet G-T Gateway’s requirements and such other investigations, inspections, evaluations, studies, tests and measurements (collectively, the “Investigations”) as G-T Gateway deems necessary or advisable. Provided, however, G-T Gateway’s rights hereunder to conduct Investigations shall be subject to the following requirements and limitations: (i) any entry upon the Property by G-T Gateway, G-T Gateway ‘s authorized agents and employees, as well as others authorized by G-T Gateway shall require at least twenty-four (24) hours advance notice to WSI of the date and time of the entry and the specific Investigations to be conducted in connection with the entry, (ii) the Investigations shall not result in any adverse change to the physical characteristics of the Property (and G-T Gateway shall be obligated to completely repair and restore any damage to the Property resulting from the Investigations), and (iii) the Investigations will not substantially or adversely interfere with the rights of the tenant in the Building to use and enjoy its leased space therein according to its Lease thereof. G-T Gateway agrees to indemnify and hold WSI harmless from and against any and all claims, costs, expenses, and liabilities, including reasonable attorneys’ fees, arising out of claims for injury, including death, to persons or physical injury to property resulting from the Investigations (hereinafter the “G-T Gateway’s Continuing Indemnification Obligations”); provided, however, G-T Gateway shall not be obligated to indemnify WSI from and against any claims, costs, expenses, and liabilities caused by or arising out of the acts or omissions of WSI or WSI’s employees, representatives or agents, or from the presence or release of Hazardous Substances (as defined in Section 4(c) herein) not introduced onto the Property by G-T Gateway or G-T Gateway’s authorized agents and employees or other entities conducting the Investigations. WSI shall be entitled to have one or more representatives present to observe the Investigations on the Property. G-T Gateway shall not be entitled to conduct any environmental Investigations on the Property beyond a Phase I environmental site assessment (i.e. no sampling, drilling, etc.) without first obtaining WSI’s prior written consent, which consent may be withheld by WSI, in WSI’s sole discretion. Notwithstanding any term or provision herein to the contrary, the provisions in this Agreement [including in this Section 3(f)] relating to the Investigations shall apply to all Investigations conducted by G-T Gateway and G-T Gateway’s authorized agents, employees, consultants, architects, engineers and contractors both prior to the Agreement Date and from and after the Agreement Date.

G-T Gateway will remain responsible and liable to WSI for the Continuing Indemnification Obligations and the full amount of actual damages suffered by WSI resulting from G-T Gateway’s Investigations after the completion of the Closing hereunder, the termination of this Agreement by G-T Gateway or WSI or a default by G-T Gateway under this Agreement.

(g) Termination Rights: Review Period. G-T Gateway shall have the unqualified right, in G-T Gateway’s sole and absolute discretion, to terminate this Agreement by giving written notice of such election at any time from the Agreement Date until 5:00 p.m. Eastern Standard time on January 30, 2005 (30^th) (such period of time until January 30, 2005 being referred to herein as the “Review Period”). In the event G-T Gateway properly and timely terminates this Agreement pursuant to this Section 3(g); Escrow Agent shall promptly refund all but One Hundred and No/100 Dollars ($100) of the Binder Deposit to G-T Gateway (such $100 payment to WSI being the consideration paid by G-T Gateway for the right to terminate this Agreement pursuant to this Section 3(g)), whereupon the parties hereto shall have no further rights, obligation or liabilities to each other hereunder, except for G-T Gateway’s Continuing Indemnification Obligations. Time is of the essence with respect to this right to terminate. The failure of G-T Gateway to provide such notice of termination prior to the expiration of the Review Period shall be deemed conclusively a waiver of G-T Gateway’s termination rights under this Section 3(g); and in such event, except in the case of a default by WSI hereunder (which shall be governed by the terms of Section 7 herein) or failure of any condition precedent to G-T Gateway’s obligation to close, and except in the event of the termination of this Agreement by either party pursuant to any specific termination right set forth herein which requires the return of the Binder Deposit to G-T Gateway, the Binder Deposit shall be deemed for all purposes under this Agreement to be nonrefundable to G-T Gateway and “earned” by WSI.

(h) WSI’s Removal of Property From Market. Until the end of the Review Period, or earlier termination of this Agreement, WSI shall remove the Property and Membership Interest from the market and not have discussions with prospective purchasers thereof, and will not solicit or accept any offers, whether or not binding, regarding the Property or the Membership Interest during the Review Period and thereafter until the Closing of the transaction contemplated hereby occurs or until the earlier termination of this Agreement.

4. ADDITIONAL AGREEMENTS OF THE PARTIES.

(a) Title to the Property. At the Closing, title to the Land shall be insurable both as to fee and marketability at regular rates by Chicago Title Insurance Company (the “Title Company”), subject only to those matters enumerated in Section 4(b)(i)-(vi) below (“Permitted Exceptions”). Prior to the end of the Review Period, G-T Gateway shall procure from HPI Title Agency, LLC at G-T Gateway’s cost, a current title commitment for title insurance issued by the Title Company showing the condition of title to the Land, its appurtenances and Improvements (the “Title Report”). If, prior to the end of the Review Period, G-T Gateway disapproves of any matter of title contained in the Title Report, G-T Gateway may then elect to provide written

notice of G-T Gateway’s disapproval of the same to WSI (those disapproved title matters as so identified by G-T Gateway are hereinafter called the “Disapproved Exceptions”). WSI agrees to commit its commercially reasonable efforts to remove any Disapproved Exception, provided the cost thereof does not exceed Twenty-Five Thousand and No/100 Dollars ($25,000). However, in the event that as provided in Section 3(a) above, G-T Gateway proceeds to and consummates the Closing subject to a Disapproved Exception, such Disapproved Exception shall then be deemed to be a Permitted Exception. Any expenses incurred in obtaining such title insurance commitment (including, without limitation, those incurred by an attorney in conducting the necessary title search) shall be borne by G-T Gateway. The title insurance premium for the title insurance policy issued by the Title Company pursuant to the title commitment (the “Title Policy”) shall be borne by G-T Gateway. The Title Policy shall provide full coverage against mechanics’ or materialmen’s liens, shall commit full survey coverage (if G-T Gateway procures a Survey of the Land) and such other coverages and endorsements as shall be reasonably required by G-T Gateway. If G-T Gateway requests any endorsements to the Title Policy, G-T Gateway will be responsible for the cost attributable thereto.

G-T Gateway may, at or prior to Closing, notify WSI in writing (the “Gap Notice”) of any objections to title raised by G-T Gateway’s Counsel or the Title Company between the issuance of the Title Report and the Closing, which did not exist as of the date of the issuance of the Title Report (“New Encumbrances”). If G-T Gateway sends a Gap Notice to WSI, but the New Encumbrance is the result of some act that is beyond the control of WSI, then G-T Gateway and WSI shall have the same rights and obligations with respect to such notice as apply to a Disapproved Exception under Sections 4(a) and 4(b) hereof. However, in the event the New Encumbrance results from any action or omission of WSI (with the exception of New Encumbrances which can be cured by a monetary payment which G-T Gateway has, and shall have, the absolute right of making such payment and reducing the Purchase Price by a like amount), G-T Gateway shall be entitled to terminate this Agreement, receive a refund of the Binder Deposit, and reimbursement from WSI of the costs, fees and expenses incurred by G-T Gateway related to this Agreement and the Property.

(b) Permitted Exceptions. At the Closing, the Land, its appurtenances and the Improvements shall be owned by WSI, II free and clear of all liens, encumbrances, claims, rights-of-way, easements, leases, restrictions and restrictive covenants, except the following Permitted Exceptions:

(i) Public utility easements and rights-of-way in customary form, so long as no Improvements are located thereon and they do not interfere with the use of the Property for office, warehouse and related commercial purposes permitted by the Lease or materially affect the value of the Property;

(ii) Zoning and building laws or ordinances, provided they do not prohibit the use of the Property for office, warehouse and related commercial purposes permitted by the Lease and so long as the Property is in compliance with same;

(iii) Ad valorem real estate taxes for any year in which they are not yet due and payable as of the date of Closing; and

(iv) Those matters which G-T Gateway has elected to accept;

(v) Items shown on the Survey and not objected to by G-T Gateway or waived by G-T Gateway in accordance with Section 3(a) hereof.

(vi) Those Permitted Exceptions listed on Exhibit D, so long as they to not interfere with the use of the Property for office, warehouse and related commercial purposes permitted by the Lease or materially affect the value of the Property.

If, in the opinion of G-T Gateway’s counsel, G-T Gateway is not able to procure an owner’s title insurance commitment from the Title Company prior to Closing, complying with the requirements of this Section 4, G-T Gateway shall have the option of purchasing the Membership Interest with WSI, II’s title to the Land being in its “as is” condition, and consummating the Closing, or terminating this Agreement. Notwithstanding any other provision contained herein to the contrary, if the title defect(s) which may include, without limitation, a Disapproved Exception, is a mortgage, lien, judgment, assessment, unpaid taxes or tax which can be cured by a monetary payment (and with respect to which affirmative title insurance coverage is not available at the Title Company’s standard rates) G-T Gateway has, and shall have, the absolute right of making such payment and reducing the Purchase Price by a like amount.

(c) Representations and Warranties of Highwoods and WSI. Highwoods and WSI hereby make the following representations and warranties to G-T Gateway:

(i) There are no options to purchase the Property or the Membership Interest which are effective, nor has WSI previously entered into any contract of sale of the Property or the Membership Interest with a party other than G-T Gateway which is presently effective. After the date hereof and until Closing, or until this Agreement is otherwise terminated, WSI will not (and will not allow WSI, II to) enter into any agreement or contract or negotiate with any party other than G-T Gateway with respect to the sale of the Property or the Membership Interest, nor, will WSI (nor will WSI allow WSI, II to) pledge or assign any right, title, interest in or to the Property or the Membership Interest or any part thereof to any person or entity.

(ii) All bills and claims for labor performed and services and materials furnished to or for the benefit of the Property have been or will be paid in full by Closing, and there are no mechanics’ liens or materialmen’s liens on or affecting the Property. If any mechanics’ or materialmen’s lien is filed on or affecting the Property for work, labor or materials, Highwoods and WSI shall indemnify and save G-T Gateway harmless from, or bond over, such lien and cause the Title Company to eliminate any exception therefor from the Title Policy.

(iii) As of the date of the Agreement, except as otherwise set forth on Exhibit C, there are no leases, subleases, licenses or other rental agreements or occupancy agreements (written or verbal) which grant any possessory interest in and to any space situated on or in any of the Property or that otherwise give rights with regard to use of any portions of any of the Property and except as set forth on Exhibit C-1, there are no commissions due with respect to any such lease, sublease, etc., nor, except as set forth on Exhibit C-1, will any commissions be due in connection with the renewal of any such lease, sublease, etc.

(iv) Except as set forth on Exhibit C-1, neither WSI, nor to the knowledge of WSI, any other party, has entered into any construction, design, engineering, service, maintenance, supply, brokerage/leasing agreements, employment agreements, management contracts or leases of personal property (collectively, “Service/Equipment Contracts”) affecting the construction, use, ownership, maintenance or/or operation of the Property that will continue subsequent to the Closing. Prior to or on the date of Closing, WSI shall terminate, at WSI’s sole cost and expense, all Service/Equipment Contracts which G-T Gateway does not elect to assume in writing; or, if not terminable by the date of Closing, shall remain responsible for and will timely perform all of the obligations thereunder. To Highwoods’ and WSI’s knowledge, WSI is not in material default under any of the Service/Equipment Contracts and, to Highwoods’ and WSI’s knowledge, no other parties to any of the Service/Equipment Contracts are in default, nor do any conditions exist that, with the passage of time, or giving of notice, or both, shall constitute a default thereunder. The copies of the Service/Equipment Contracts provided to G-T Gateway pursuant to this Agreement are true, accurate and complete as of the date hereof, are in full force and effect and none of them have been modified, amended or extended except as otherwise set forth on Exhibit C-1.

(v) To the knowledge of Highwoods and WSI, which knowledge is based solely on that Phase I Environmental Site Assessment of the Land dated September 25, 2002, conducted by Trigon Engineering Consultants, Inc. (The Environmental Report), the Property has not been used for the generation, treatment, storage or disposal of any hazardous substances in violation of any federal, state or local environmental law, rule or violation during the period in which WSI has owned the property. For the purposes of this Section 4(c)(v), “hazardous substances” shall include (i) “hazardous substances” as defined in the Comprehensive Environmental Response Compensation and Liability Act of 1980, as amended, 42 U.S.C. § 9601 et seq., as amended, or by any regulations promulgated thereunder; (ii) any “hazardous waste, underground storage tanks, petroleum, regulated substance, or used oil as defined by the Resource Conservation and Recovery Act of 1976 (42 U.S.C. § 6901 et. seq.), as amended or by any regulations promulgated thereunder; (iii) any oil or other hazardous substances as defined by the Oil and Hazardous Substances Control Act of 1986 as amended, and any regulations adopted pursuant to said Act, or any similar environmental protection law of the state in which the Property is located or its

political subdivisions. To the knowledge of Highwoods and WSI, which knowledge is based solely on the Environmental Report, no asbestos or asbestos-containing materials have been installed, used, incorporated into or disposed of on the Property. To the knowledge of Highwoods and WSI, which knowledge is based solely on the Environmental Report, no polychlorinated biphenyls (“PCBs”) are located on or in the Property, whether such PCBs are in the form of electrical transformers, florescent light fixtures with ballast, cooling oils or any other device or form. To the knowledge of Highwoods and WSI, which knowledge is based solely on the Environmental Report, except as set forth in the Environmental Report, no underground storage tanks are located on the Property or were located on the Property and subsequently removed or filled. To the knowledge of Highwoods and WSI, but without having made any independent investigation, no investigation, administrative order, consent order and agreement, litigation, or settlement with respect to hazardous substances is proposed, threatened, anticipated or in existence with respect to the Property.

(vi) Neither the entering into of this Agreement nor the consummation of the transaction contemplated hereby will constitute or result in a violation or breach by WSI of any judgment, order, writ, injunction or decree issued against or imposed upon it, or will result in a violation of any applicable law, order, rule or regulation of any governmental authority. There are no actions, suits, proceedings, arbitrations or investigations pending or, to Highwoods’ and WSI’s knowledge, threatened (i) against, relating to or affecting WSI which might interfere in a material respect with the transaction contemplated by this Agreement, become an encumbrance on the title to the Property or the Membership Interest, or any portion thereof or otherwise affect the Property or the Membership Interest, or WSI’s ability to consummate the transaction contemplated hereby or (ii) against, relating to or affecting the Property or the Membership Interest.

(vii) Neither Highwoods, WSI nor WSI, II has received notice:

(A) From any federal, state, county or municipal authority alleging any fire, health, safety, building, pollution, environmental, zoning or other violation of law in respect of the Property or any part thereof, including, without limitation, the occupancy or operation thereof, which has not been entirely corrected;

(B) Concerning the possible or anticipated condemnation of any part of the Property, or the widening, change of grade or limitation on use of streets abutting the same or concerning any special taxes or assessments levied or to be levied against the Property or any part thereof;

(D) Of any pending insurance claim related to the Property;

(E) From any governmental authority that any licenses, permits, certificates, easements and rights of way, including proof of dedication, required from all authorities having jurisdiction over the Property or from private parties for the existing use, occupancy and operation of the Property and to insure vehicular and pedestrian ingress to and egress from the Property are in violation of any governmental laws or regulations, which has not been corrected or will not be corrected by Closing.

(viii) No attachment, execution, assignment for the benefit of creditors or voluntary proceedings in bankruptcy has been commenced by WSI or WSI, II, or are contemplated by WSI or WSI, II, and, to the best of Highwoods’ or WSI’s knowledge, no such action has been contemplated or threatened, nor has any involuntary proceedings in bankruptcy been commenced against WSI or WSI, II.

(ix) WSI has full power and authority to enter into this Agreement and to assume and perform all of its obligations hereunder; the execution and delivery of this Agreement and the consummation of the transactions contemplated hereunder on the part of WSI do not and will not violate the Articles of Organization or Operating Agreement of WSI and do not and will not conflict with or result in the breach of any condition or provision of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon the Property by reason of the terms of any contract, mortgage, lien, lease, agreement, indenture, instrument or judgment to which WSI is a party or which is or purports to be binding upon WSI or which affects WSI; and no action by any federal, state or municipal or other governmental department, commission, board, bureau or instrumentality is necessary to make this Agreement a valid instrument binding upon WSI in accordance with its terms;

(x) WSI is a limited liability company duly organized, validly existing and in good standing under the laws of the State of North Carolina. WSI has full power and authority to carry on its business as now conducted and to own, lease and operate its properties and assets now owned or leased and operated by it;

(xi) WSI is not a foreign person within the meaning of Section 1445(f) of the Internal Revenue Code, and WSI agrees to execute any and all documents necessary or required by the Internal Revenue Service or G-T Gateway in connection with such declaration(s).

(xii) Subject to Highwoods’ general partner’s board of directors approval of this transaction, this Agreement does and will, and the documents required to be executed by WSI pursuant to this Agreement will, constitute the valid and binding obligations of WSI enforceable in accordance with their respective terms subject to bankruptcy, receivership and similar laws affecting the rights of creditors generally.

(xiii) Notwithstanding anything else herein to the contrary, Highwoods and WSI represent to G-T Gateway that the Building is leased to the tenant and for the lease term set forth on the rent roll attached hereto as Exhibit C and that the Property is subject to those service and maintenance contracts set forth on Exhibit C-1 attached to this Agreement. With respect to such Lease, WSI represents as follows:

(A) Neither WSI nor WSI, II has collected any prepaid rent in advance in excess of rent for the month during which the Closing is to occur.

(B) No rents or leases related to the Property have been assigned by WSI or WSI, II.

(C) The Lease is in full force and effect, has been validly executed by the landlord and tenant, and has not been amended or modified as to any items except as set forth in the Rent Roll;

(D) The summary of the Lease set forth in Exhibit C is accurate in all material respects and, there are no subleases thereof;

(E) The Lease will be free and clear of all liens and encumbrances on the date of the Closing contemplated hereby;

(F) Neither WSI nor WSI, II has taken any action, by act or omission, which constitutes the waiver of a default by the tenant under the Lease, except as herein specifically provided;

(G) WSI and/or WSI, II have fulfilled all of the landlord’s duties and obligations under the Lease including the completion of all upfittings, construction, decoration and alteration work which WSI and/or WSI, II is obligated to perform under the Lease.

(H) WSI and/or WSI, II has fulfilled all of the landlord’s duties and obligations under the Lease with respect to any leasing commissions or other compensation due arising out of any leasing, agency, brokerage or management agreements relating to the Lease which may be due and owing as of the date of Closing.

(G) To Highwoods’ and WSI’s knowledge, WSI, WSI, II and the tenant under the Lease are not in default under any of the terms and provisions of said Lease, and neither Highwoods, WSI nor WSI, II has received any notice of an alleged default in connection with the Lease;

(J) There are no other rent concessions or set-offs against rent, nor has the tenant under the Lease asserted any defense, set-off, or counterclaim in connection with said Leases.

(xiv) With respect to Services/Equipment Contracts:

(A) There are no contracts or agreements for services rendered in connection with the operation of the Property which G-T Gateway shall be required to take the Property subject to, except as agreed to by G-T Gateway and expressly assumed under the terms of the Assignment of Contracts.

(B) WSI and WSI, II shall not, without G-T Gateway’s consent, negotiate or enter into any new service or other contract affecting the Property which cannot be terminated without cost to G-T Gateway on or before the Closing.

(xv) With respect to WSI and/or WSI, II:

(A) WSI, II is, or at Closing will be, and WSI is, a duly formed and validly existing limited liability company in good standing under the laws of the State of North Carolina.

(B) WSI and WSI, II will not have engaged in any business activity other than the ownership of the Property from the time of its organization.

(C) There is no pending, and Highwoods and WSI have no knowledge of any threatened legal action or proceeding to which WSI or WSI, II is or might become a party.

(D) WSI, II has had and, as of the Date of Closing, WSI, II will have, fee title to the Land free and clear of all liens and encumbrances other than the Permitted Title Exceptions.

(E) WSI owns, or at Closing will own, all of the Membership Interest in WSI, II, free and clear of all liens and encumbrances whatsoever, and possesses all requisite authority to assign the same to G-T Gateway. There has been no prior assignment of such Membership Interest.

(F) WSI has taken, or will take, the tax reporting position for federal income tax purposes that WSI, II is a pass-through entity. Highwoods has not filed any election to treat WSI or WSI, II as a corporation for federal income tax purposes.

(G) WSI and WSI, II have not incurred any liabilities, except for (i) their obligations under the Lease, (ii) their obligations under their organizational documents, and (iii) obligations arising under any matter appearing of record against any Property. Neither WSI nor WSI, II own any assets, except relating to the ownership of their interest in the Property.

(H) No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any governmental authority is required on the part of the WSI, II in connection with the consummation of the transactions contemplated by this Agreement

(I) Neither WSI nor WSI, II is in violation or default (i) of any provisions of their articles of organization or operating agreement, if any, (ii) of any order, (iii) under any note, indenture or mortgage, or (iv) under any contract or, to the knowledge of Highwoods and WSI, of any provision of law applicable to WSI’s or WSI, II’s business or assets. The execution, delivery and performance of and compliance with this Agreement, and the consummation of the transactions contemplated hereby and thereby will not result in any such violation or default or be in conflict with or constitute, with or without the passage of time and giving of notice, either a default under any such provision, note, indenture or mortgage, order or contract or an event which results in the creation of any lien upon any of the assets of WSI, II or the suspension, revocation, impairment, forfeiture, or nonrenewal of any material permit applicable to WSI, II, its business or operations or any of its assets.

(J) The articles of organization and operating agreement of WSI, II, if any, are in the forms provided to G-T Gateway. WSI, II has no minute book and has had no member meetings.

(K) WSI, II does not have, and at no time has had any income, expenses, bank accounts or operations whatsoever, nor does WSI or Highwoods contemplate or project that WSI, II will have any income, expenses, bank accounts or operations in the future.

(L) WSI, II has no employees.

(M) WSI, II has not had and will not have any obligation to file any tax returns.

(N) WSI, II is not a party to any contracts and has no commitments except as landlord under the Lease.

All representations and warranties of Highwoods and WSI contained in this Agreement are true, accurate and correct in all material respects as of the date hereof and, if Highwoods and WSI believesuch representations and warranties continue to be true at Closing, Highwoods and WSI shall deliver to G-T Gateway at Closing a certificate certifying that they are still true, accurate and correct in all material respects as of the date of Closing. Notwithstanding the foregoing, G-T Gateway shall have no claim against Highwoods or WSI for any representation or warranty which, although true upon the execution hereof, is untrue or inaccurate at Closing as a result of facts, circumstances or occurrences beyond the control of or not within the knowledge of Highwoods or WSI. For purposes of this Agreement and any document delivered at Closing, whenever the phrases “to the best of Highwoods’ or WSI’s knowledge”, “to the current, actual knowledge of Highwoods or WSI” or the “knowledge” of Highwoods or WSI or words of similar import are used, they shall be deemed to refer to the current, actual, conscious knowledge without inquiry of Xxxx X. Xxxxxxxx, Vice President and Xxx Xxxxxxxx, Property Manager. The representations and warranties of Highwoods and WSI shall survive the Closing for one (1) year.

Subject to G-T Gateway’s rights of inspection and investigation during the Review Period, G-T Gateway acknowledges for G-T Gateway and G-T Gateway’s successors, and assignees, that G-T Gateway has been given a reasonable opportunity to inspect and investigate the Property, all improvements thereon and all aspects relating thereto, including all documents and contracts related to the Property, either independently or through agents and experts of G-T Gateway’s choosing. EXCEPT AS LIMITED BELOW OR AS OTHERWISE SET FORTH IN THIS AGREEMENT, G-T GATEWAY AGREES THAT G-T GATEWAY SHALL ACCEPT POSSESSION OF THE PROPERTY ON THE DATE OF CLOSING IN ITS “AS IS, WHERE IS CONDITION, WITH ALL FAULTS” WITH NO RIGHT OF SET-OFF OR REDUCTION IN THE PURCHASE PRICE, AND EXCEPT AS EXPRESSLY SET FORTH HEREIN THAT THE CONVEYANCE OF THE MEMBERSHIP INTEREST TO G-T GATEWAY SHALL BE WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTY OF INCOME WHICH MAY BE EARNED FROM THE PROPERTY IN THE FUTURE, FUTURE OPERATING EXPENSES OF THE PROPERTY, THE PROPERTY’S USES, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND HIGHWOODS AND WSI DO HEREBY DISCLAIM AND RENOUNCE ANY SUCH REPRESENTATION OR WARRANTY. EXCEPT FOR HIGHWOODS’ AND WSI’ REPRESENTATIONS WHICH ARE EXPRESSLY SET FORTH HEREIN, G-T GATEWAY SPECIFICALLY ACKNOWLEDGES THAT G-T GATEWAY IS NOT RELYING ON ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, FROM HIGHWOODS, WSI OR BROKERS AS TO THE FOLLOWING MATTERS: (1) THE CONDITION OR SAFETY OF THE PROPERTY OR ANY SEWER, HEATING AND ELECTRICAL SYSTEMS, ROOFING, AIR CONDITIONING, IF ANY, FOUNDATIONS, SOILS AND GEOLOGY INCLUDING SUITABILITY OF THE PROPERTY OR ITS IMPROVEMENTS FOR A PARTICULAR PURPOSE; (2) WHETHER THE APPLIANCES, IF ANY, PLUMBING OR UTILITIES ARE IN WORKING ORDER; (3) THE HABITABILITY OR SUITABILITY FOR OCCUPANCY OF ANY STRUCTURE AND THE QUALITY OF ITS CONSTRUCTION; (4) THE FITNESS OF ANY PERSONAL PROPERTY; OR (5) WHETHER THE BUILDING IS STRUCTURALLY SOUND, IN GOOD CONDITION, OR IN COMPLIANCE WITH THE

APPLICABLE CITY, COUNTY, STATE OR FEDERAL STATUTES, CODES OR ORDINANCES. EXCEPT FOR HIGHWOODS’ AND WSI’ REPRESENTATIONS EXPRESSLY SET FORTH HEREIN G-T GATEWAY IS RELYING SOLELY UPON ITS OWN INSPECTION OF THE PROPERTY WITH REGARD TO THE ABOVE-REFERENCED MATTERS, AND NOT UPON ANY REPRESENTATIONS MADE BY HIGHWOODS, WSI OR HIGHWOODS’ OR WSI’ AGENTS RELATED TO THE ABOVE-REFERENCED MATTERS.

(d) Representations and Warranties of G-T Gateway. G-T Gateway hereby represents and warrants to WSI as of the date hereof and as of Closing as follows:

(i) The execution and delivery of this Agreement and the documents required hereunder to be executed by it will on the date of Closing have been, duly executed and delivered by G-T Gateway. To the current, actual knowledge of G-T Gateway, none of the foregoing requires any action by or in respect of, or filing with, any governmental body, agency or official or contravenes or constitutes a default under any provision of applicable law or regulation, any organizational document of G-T Gateway or any agreement, judgment, injunction, order, decree or other instrument binding upon G-T Gateway. This Agreement does and will, and the documents required to be executed by it will, constitute the valid and binding obligations of G-T Gateway enforceable in accordance with their respective terms, subject to bankruptcy and similar laws affecting the remedies or resources of creditors generally.

(ii) The execution and delivery of this Agreement and the performance by G-T Gateway of its obligations hereunder do not and will not conflict with or result in the breach of any condition or provision of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of G-T Gateway (including the Property) by reason of the terms of any contract, mortgage, lien, lease, agreement, indenture, instrument or judgment to which G-T Gateway is a party or which is or purports to be binding upon G-T Gateway or which affects G-T Gateway.

(iii) No attachment, execution, assignment for the benefit of creditors or voluntary proceedings in bankruptcy has been commenced by G-T Gateway and, to the best of G-T Gateway’s knowledge, no such action has been contemplated or threatened, nor has any involuntary proceedings in bankruptcy been commenced against G-T Gateway.

(iv) G-T Gateway acknowledges that all information with respect to the Property furnished to G-T Gateway or discovered by G-T Gateway during its investigation thereof pursuant to Section 3 of this Agreement (collectively, the “Confidential Information”), is and has been so furnished, and G-T Gateway’s investigation of the Property has been permitted by WSI, on the condition that G-T Gateway maintains the confidentiality thereof. Accordingly, G-T Gateway shall, and shall cause its members, officers, and employees, and with regard to

any environmental matters, its agents, contractors and representatives to, hold in strict confidence, and not disclose to any other person or entity without the prior written consent of WSI until the Closing shall have been consummated, any of the Confidential Information in respect of the Property. If the Closing does not occur and this Agreement is terminated, G-T Gateway shall promptly return, or cause to be returned, to WSI all copies of such Confidential Information without retaining, or permitting retention of, any copy thereof. Notwithstanding anything to the contrary hereinabove set forth, G-T Gateway may disclose such Confidential Information (i) to its officers, employees, and partners, its title insurer, its current or prospective investors or lenders, and members of professional firms serving it in connection with this transaction, including, without limitation, its attorneys, architects, environmental consultants and engineers, bankers, and its clients; (ii) as any governmental agency or authority may require in order to comply with applicable laws or regulations; and (iii) if required by an order of any court of competent jurisdiction; and this provision shall survive Closing, provided, however, after the Closing, this provision shall not apply to information available through the public records as a result of such Closing.

(v) G-T Gateway has full power and authority to enter into this Agreement and to assume and perform all of its obligations hereunder; the execution and delivery of this Agreement and the performance by G-T Gateway of its obligations hereunder have been duly authorized by such limited liability company action as may be required and no further action or approval is required in order to constitute this Agreement as a binding and enforceable obligation of G-T Gateway; the execution and delivery of this Agreement and the consummation of the transactions contemplated hereunder on the part of G-T Gateway do not and will not violate the operating agreement or articles of organization of G-T Gateway; and no action by any federal, state or municipal or other governmental department, commission, board, bureau or instrumentality is necessary to make this Agreement a valid instrument binding upon G-T Gateway in accordance with its terms.

(vi) To the current, actual knowledge of G-T Gateway, there is no existing or threatened legal action or governmental proceedings of any kind involving G-T Gateway, any of its assets or the operation of any of the foregoing, which if determined adversely to G-T Gateway or its assets, would have a material adverse effect on the financial condition, business or prospects of G-T Gateway or its assets or which would interfere with G-T Gateway’s ability to execute or deliver, or perform its obligations under this Agreement or any of the documents required to be executed by it.

(vii) G-T Gateway has no current, actual knowledge of any existing violation of any federal, state, county or municipal law, ordinance, order, code, regulation or requirements affecting G-T Gateway or any of its assets that would have a material adverse effect on the financial condition, business or prospects of G-T Gateway or any of its assets.

(viii) G-T Gateway has no current, actual knowledge of any information or fact which has, or would have, a material adverse affect on the financial condition, business or prospects of G-T Gateway or its assets in a manner which would prevent G-T Gateway from consummating the transaction contemplated by this Agreement.

(ix) G-T Gateway is, and at all times prior to the date of Closing will be, solvent. As used herein, “solvent” means that G-T Gateway (i) does not have debts greater than the fair market value of its assets; (ii) is paying and anticipates that it will continue to pay its debts as they mature and become due; and (iii) has sufficient capital to operate its businesses as they are operated on the date of this Agreement.

(x) G-T Gateway carries, or is covered by, and will maintain, insurance in such amounts and covering such risks as is adequate for the conduct of its business and the value of its properties and assets and as is customary for companies engaged in similar businesses in similar markets, including, without limitation, “all risks” casualty insurance, flood insurance (when necessary), general commercial liability insurance and business interruption insurance. .

(xi) For purposes of this Agreement and any document delivered at Closing, whenever the phrases “to the best of G-T Gateway’s knowledge”, “to the current, actual knowledge of G-T Gateway” or the “knowledge” of G-T Gateway or words of similar import are used, they shall be deemed to refer to the current, actual, conscious knowledge without inquiry of Xxxx X. Xxxxxx, Xx., Manager of G-T Gateway, such individual being the representative of G-T Gateway whom G-T Gateway has determined as likely to have the knowledge required of such phrases.

(e) Maintenance of the Property. Between the date of this Agreement and the Closing, Highwoods shall cause WSI and/or WSI, II to continue to maintain the Property in the same condition and repair as currently being maintained, ordinary wear and tear and damage by casualty excepted, and WSI and/or WSI, II shall not cause or permit any waste upon the Property and shall not, except as set forth above with respect to ordinary wear and tear and casualty damage without the prior written consent of G-T Gateway, permit any material physical change to the Property prior to Closing. Neither WSI nor WSI, II, shall take any action which would adversely affect the value of or title to the Property or the Membership Interest, and they will not amend, modify or terminate the Lease without the written consent of G-T Gateway.

(f) Risk of Loss; Damage or Destruction; Condemnation. If, prior to Closing, the Property or any part thereof shall be condemned, or destroyed or materially damaged by fire or other casualty (that is, damage or destruction to the Building which G-T Gateway reasonably believes would cost in excess of Two Hundred Thousand and No/100 Dollars ($200,000) to repair or would entitle the tenant under the Lease to terminate the Lease, or, in the case of a condemnation, which substantially prevents access to the Property or any part thereof), G-T

Gateway shall have the option which shall be exercised not later than the later of (i) five (5) days prior to Closing or (ii) ten (10) business days following the date G-T Gateway receives written notice of the condemnation or damage (with Closing being extended, if necessary, to accommodate such time periods) either to (a) to terminate this Agreement, or (b) to consummate the transaction contemplated by this Agreement notwithstanding such condemnation, destruction or material damage. If G-T Gateway elects to consummate the transaction contemplated by this Agreement notwithstanding a casualty or condemnation, G-T Gateway shall be entitled to receive all of the condemnation proceeds or settle the loss under all policies of insurance applicable to the destruction or damage and receive all of the proceeds of insurance applicable thereto, and WSI shall, at Closing and thereafter, execute and deliver to G-T Gateway all required proofs of loss, assignments of claims and other similar items, and G-T Gateway shall receive a credit at Closing for the amount of any deductible under WSI’s insurance policies. If G-T Gateway or WSI elect to terminate this Agreement as a result of a casualty or condemnation, the Xxxxxxx Money plus any interest earned thereon shall be returned to G-T Gateway by the Escrow Agent, in which event this Agreement shall, without further action of the parties, become null and void and neither party shall have any rights or obligations under this Agreement, except for G-T Gateway’s Continuing Indemnification Obligations. If there is any other damage or destruction to the Building (that is, damage or destruction to the Building which G-T Gateway reasonably believes would cost Two Hundred Thousand and No/100 Dollars ($200,000) or less to repair), or if there is a condemnation which does not substantially prevent access to the Land or any part thereof, or if the damage or destruction of the Building or condemnation would not entitle the tenant under the Lease to terminate the Lease, G-T Gateway shall not have the right to terminate this Agreement and (i) in the event of a casualty, Highwoods shall cause WSI or WSI, II to either completely repair such damage to the Building prior to Closing in a manner satisfactory to G-T Gateway or, at Highwoods’ option, either cause WSI or WSI, II (as appropriate) to assign all insurance claims pertaining to such damage or destruction to G-T Gateway at Closing, with G-T Gateway to receive a credit for the amount of any deductible under WSI’s or WSI, II’s insurance policies, or allow G-T Gateway a credit against the Purchase Price in an amount equal to G-T Gateway’s reasonably estimated cost of repair and (ii) in the event of a condemnation, Highwoods shall cause WSI or WSI, II (as appropriate) to assign to G-T Gateway all of WSI’s or WSI, II’s right to any condemnation proceeds to be paid by the applicable governmental authority.

(g) No Transfer of Personal Property. Highwoods agrees not to allow WSI or WSI, II to transfer or remove any Personal Property from the Property after the Agreement Date except for repair or replacement thereof. Any items of personal property replaced after the Agreement Date shall be promptly installed prior to Closing and shall be of substantially similar quality to the item of personal property being replaced.

(h) Compliance With Legal Requirements. All notices of violations of laws, ordinances, or regulations (“Violations of Law”), which are issued or sent to Highwoods, WSI, and/or WSI, II prior to the Closing related to the Property by any governmental department, agency or bureau having jurisdiction over the conditions relating to such Violations of Law may (but is not required to) be remedied or complied with by Highwoods, WSI, and/or WSI, II prior to Closing; provided, however, if any notices of Violations of Law are issued or sent to Highwoods, WSI, and/or WSI, II by any governmental department, agency or bureau having

jurisdiction over the conditions related to such Violations of Law after the end of the Review Period that Highwoods, WSI, and/or WSI, II is unable or unwilling to remedy or cure, or comply with such notices by the Closing then G-T Gateway shall have the option to (a) terminate this Agreement, whereupon all obligations of all parties hereto shall cease, the Binder Deposit shall be returned to G-T Gateway and this Agreement shall be void and without recourse to the parties hereto, except for provisions which are expressly stated to survive such termination including G-T Gateway’s Continuing Indemnification Obligations; or (b) proceed with Closing notwithstanding such Violations of Law and obtain an adjustment to the Purchase Price as reasonably determined by G-T Gateway and WSI. If Highwoods, WSI, and/or WSI, II receive any notices of Violations of Law prior to the end of the Review Period which Highwoods, WSI, and/or WSI, II is unable or unwilling to remedy or cure, G-T Gateway’s only remedy shall be to terminate this Agreement and receive a refund of the Binder Deposit or proceed with Closing not withstanding such Violations of Law and obtain an adjustment to the Purchase Price as reasonably determined by G-T Gateway and WSI.

(i) Delivery of Notices. Highwoods shall cause WSI and/or WSI, II to promptly deliver to G-T Gateway prior to Closing copies of all notices, correspondence and reports generated or received by Highwoods, WSI, and/or WSI, II in connection with the Lease.

(j) Indemnifications. Highwoods and WSI agree that as between Highwoods, WSI and G-T Gateway, Highwoods and WSI shall, for a period of one year after the closing of this transaction, be liable for all liabilities, loss, cost and/or damage (including attorney fees) which are asserted as claims by third parties and which relate to the Property, but only if such claims arise out of acts or omissions of Highwoods, WSI, or WSI, II, their agents or employees, which occurred prior to Closing. The claims by third parties for loss or damage for which Highwoods and WSI shall be responsible as set forth in this Section 4(j) are hereinafter referred to as “Claims Against G-T Gateway.” In this regard, Highwoods and WSI agree to indemnify and hold harmless G-T Gateway from and against all loss and damage (including costs and attorney fees) incurred by G-T Gateway as a result of Claims Against G-T Gateway.

G-T Gateway agrees that as between Highwoods, WSI and G-T Gateway, from and after the Closing, G-T Gateway shall be liable for all liabilities, loss, cost and/or damage (including attorney fees) which are asserted as claims by third parties which relate to the Property, but only if such claims arise out of acts or omissions of G-T Gateway, its agents or employees occurring after Closing. The claims by third parties for loss or damage for which G-T Gateway shall be responsible as set forth in this Section 4(j) are hereinafter referred to as “Claims Against Highwoods and WSI.” In this regard, G-T Gateway agrees to indemnify and hold harmless Highwoods and WSI from and against all loss and damage (including costs and attorney fees) incurred by the Highwoods or WSI, as the result of Claims Against Highwoods or WSI.

Any party entitled to indemnification under this Section 4(j) (the “Indemnified Party”) shall, within ten (10) days after the receipt of notice of the assertion or imposition of any claim (but in no event later than ten (10) days prior to the date any response or answer is due in any proceeding) in respect of which indemnity may be sought from the party against whom an indemnity obligation is asserted pursuant to this Section 4(j) (the “Indemnifying Party”), shall

notify the Indemnifying Party in writing of the receipt of existence of such claim. The failure of the Indemnified Party to notify the Indemnifying Party shall not relieve it from any liability in respect of such claim which it may have to the Indemnified Party as the result of this Section 4(j), except, however, the Indemnifying Party shall be relieved of liability to the extent that the failure to so notify (a) shall have caused prejudice to the defense of such claim, or (b) shall have increased the costs or liability of the Indemnifying Party by reason of the inability or failure of the Indemnifying Party (because of the lack of prompt notice from the Indemnified Party) to be involved in any investigations or negotiations regarding any such claim, nor shall it relieve the Indemnifying Party from any other liability which it may have to the Indemnified Party. In case any such claim shall be asserted or commenced against an Indemnified Party and it shall notify the Indemnifying Party thereof, the Indemnifying Party shall assume the defense thereof with legal counsel reasonably satisfactory to the Indemnified Party, and, after the defense thereof, the Indemnifying Party will not be liable to the Indemnified Party hereunder for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than reasonable costs of investigation. In the event that the Indemnifying Party does not assume the defense, or arrange settlement of any claim, the Indemnified Party may settle such claim without the written consent of the Indemnifying Party.

5. CONDITIONS PRECEDENT TO CLOSING.

(a) G-T Gateway’s Conditions. The obligation of G-T Gateway to complete the transaction contemplated by this Agreement is subject to the satisfaction on or before the Closing of the following conditions, any of which may be waived in whole or in part by G-T Gateway, but only in writing at or prior to Closing:

(i) All representations and warranties of Highwoods and WSI in this Agreement shall be true and correct in all material respects as of the Date of Closing, with the same force and effect as if such representations and warranties were made anew as of the Date of Closing. Any changes to such representations disclosed by Highwoods and WSI in writing prior to Closing shall be subject to the provisions of Section 5(a)(ii) below. Highwoods, WSI, and/or WSI, II, as the case may be, shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by Highwoods and WSI prior to the Date of Closing.

(ii) In the event that G-T Gateway becomes aware at any time prior to Closing that a representation or warranty made by Highwoods and WSI herein, while true as of the date made, no longer remains true in all material respects, due to a change of circumstances beyond the reasonable control of Highwoods and WSI subsequent to the date of this Agreement, G-T Gateway shall promptly give written notice of such fact to Highwoods and WSI. In the event Highwoods and WSI is unable or unwilling to remedy such change of circumstances by the Closing, then G-T Gateway shall have the option to (a) terminate this Agreement, whereupon all obligations of all parties hereto shall cease (except for G-T Gateway’s Continuing Indemnification Obligations) and the Binder Deposit shall be returned to G-T Gateway; or (b) proceed with Closing notwithstanding such

change of circumstances; provided, however, that if Highwoods and WSI intentionally caused such representation or warranty to become untrue, G-T Gateway shall have the right to proceed with Closing and decrease the amount of the Purchase Price by the amount necessary to remedy such breach or terminate this Agreement and Highwoods and WSI shall reimburse G-T Gateway for G-T Gateway’s out-of-pocket expenses incurred in negotiating this Agreement and conducting its review of the Property and preparation for Closing (including, without limitation, reasonable attorneys’ fees, title examination, environmental assessment and survey and loan fees forfeited to G-T Gateway’s lender as the result of the closing failing to occur because Highwoods or WSI intentionally caused a representation or warranty made by it herein to be untrue at Closing).

(iii) All of WSI’s, and/or WSI, II’s obligations hereunder shall have been performed with regard to the Property.

(iv) WSI, II must have good and marketable fee simple title to the Property, free and clear of all liens, encumbrances, covenants and conditions, save and except the Permitted Exceptions, and the Building or other improvements on the Property shall not encroach upon any land adjoining the Property, except for encroachments of asphalt paving over utility easements, and WSI must have good title to the Membership Interest free and clear of all liens, encumbrances, covenants and conditions.

(v) WSI and WSI, II shall not have caused any New Encumbrances to be placed on the Property between the date of this Agreement and the date of Closing, except with the approval of G-T Gateway which approval shall not be unreasonably withheld or delayed and WSI or WSI, II shall have the obligation to remove all such New Encumbrances (not approved as aforesaid by G-T Gateway) by the date of Closing.

(vi) The Property will be free and clear of any and all taxes or assessments and any penalties associated therewith, except ad valorem taxes for the year of Closing, which will be prorated on a calendar year basis.

(vii) The Property shall be in substantially the same condition on the date of Closing as of the date hereof subject, however, to normal wear and tear only, provided, in the event the Property is not in the condition described above prior to Closing as the result of a casualty to the Building, the provisions of Section 4(f) of this Agreement shall apply.

(viii) No order, writ, injunction or decree shall have been entered and be in effect by any court of competent jurisdiction or any governmental authority, and no statute, rule, regulation or other requirement shall have been promulgated or enacted and be in effect, that restrains, enjoins or invalidates the transactions contemplated hereby.

(ix) No suit or other proceeding shall be pending or threatened by any third party not affiliated with or acting at the request of WSI before any court or authority seeking to restrain or prohibit or declare illegal, or seeking substantial damages against WSI or WSI, II in connection with the transactions contemplated by this Agreement.

(x) WSI shall make all reasonable efforts to obtain and provide to G-T Gateway five (5) days prior to Closing a tenant estoppel certificate in the form attached hereto as Exhibit E (the “Tenant Estoppel Certificate”) from the tenant of the Building. To the extent WSI has not delivered the Tenant Estoppel Certificate at Closing, and if G-T Gateway’s lender, General Electric Capital Assurance Company, will accept an estoppel certificate from Highwoods (as defined in 6(a)(xii) below, Highwoods may (but has no obligation to) execute an estoppel certificate (certifying the same matters set forth in the Tenant Estoppel Certificate submitted to the tenant of the Building). Highwoods will agree to indemnify G-T Gateway (and G-T Gateway’s lender) from loss or damage incurred by G-T Gateway resulting from the inaccuracy of any matter contained in the estoppel certificate executed by Highwoods. In the event Highwoods provides an estoppel certificate pursuant to the terms of this Section, Highwoods may, after Closing, substitute a Tenant Estoppel Certificate therefor, and thereafter, Highwoods shall be relieved from any liability to G-T Gateway (and G-T Gateway’s lender) with respect to any Highwoods’ estoppel certificate substituted by the Tenant Estoppel Certificate. Provided WSI makes a reasonable effort to obtain the Estoppel Certificate, and if G-T Gateway’s lender will not accept a Highwoods’ estoppel certificate, WSI’ failure to so provide the Estoppel Certificate to G-T Gateway shall not be deemed a default by WSI under this Agreement and G-T Gateway may (a) elect to delay Closing for a reasonable period of time to enable WSI to obtain and deliver the Estoppel Certificate or (b) terminate this Agreement and receive a refund of the Binder Deposit, or (c) close this transaction without the Estoppel Certificate.

(xi) On or before the date of Closing, WSI shall have provided to G-T Gateway and G-T Gateway’s lender a subordination, non-disturbance and attornment agreement (“SNDA”) in a form acceptable to G-T Gateway’s lender (as defined in 6(a)(xii) below) executed by the Tenant of the Building. Provided WSI makes a reasonable effort to obtain the Estoppel Certificate, and if G-T Gateway’s lender will not accept a WSI’s estoppel certificate, WSI’s failure to so provide the Estoppel Certificate to G-T Gateway shall not be deemed a default by WSI under this Agreement. In the event WSI fails to deliver the SNDA to G-T Gateway and/or its lender as required above, G-T Gateway may (a) elect to delay Closing for a reasonable period of time to enable WSI to obtain and deliver the SNDA or (b) terminate this Agreement and receive a refund of the Binder Deposit, or (c) close this transaction without the SNDA.

(xii) General Electric Capital Assurance Company must have closed the loan with G-T Gateway pursuant to the loan application by G-T Gateway with GE Asset Management Incorporated, dated December 22, 2004, providing G-T Gateway with loan proceeds of not less than $18,750,000.

(xiii) On the date of Closing, The tenant of the Building shall not be a party to any voluntary or involuntary bankruptcy proceeding filed pursuant to the United States Bankruptcy Code, or any state receivership or state insolvency proceeding.

(xiv) The Lease shall not have been modified, amended or terminated without the written consent of G-T Gateway.

If any of the foregoing conditions in this Section 5 for the benefit of G-T Gateway shall fail to be satisfied within the time period set forth for each condition, G-T Gateway may, at its election: (i) terminate its obligations to purchase the Membership Interest; (ii) waive such condition and complete the transaction contemplated hereby without any reduction in the Purchase Price, except as provided in Section 5(a)(ii); or (iii) require WSI to perform its obligations hereunder, if any, with regard to the Property or the Building and WSI’s failure to perform such obligations, if any, shall be a default hereunder.

(b) WSI’s Conditions. The obligations of WSI under this Agreement are subject to the satisfaction of each of the following conditions on or before the Date of Closing, any of which may be waived by WSI, and G-T Gateway agrees to cause the conditions described in clauses (ii) and (iii) below to be so satisfied:

(i) This transaction must have been approved by Highwoods’ general partner’s board of directors at its January meeting (anticipated to be January 25, 2005). Highwoods shall submit this Agreement to its general partner’s board of directors at its January meeting.

(ii) All the terms, covenants, and conditions of this Agreement to be complied with and performed by G-T Gateway on or before the Date of Closing shall have been duly complied with and performed in all respects; and

The representations and warranties of G-T Gateway contained in this Agreement shall be true and correct in all respects at and as of the Date of Closing with the same force and effect as though such representations and warranties had been made as of the Date of Closing, except for any changes which have been disclosed to WSI in writing and expressly approved or waived by WSI in writing.

(iv) Simultaneously with the Closing of the transaction contemplated by this Agreement, Xxxx X. Xxxxxx, Xx. and Xxxxxx Xxxxxxx must have closed the transaction contemplated by that Agreement between Highwoods and Xxxx X. Xxxxxx, Xx. and Xxxxxx Xxxxxxx of even date herewith for the distribution to them of that property known as 0000 Xxxxxxxxx Xxxxxxxxx.

6. CLOSING.

(a) Date. The Closing of the transaction contemplated hereby shall occur on or before January 31, 2005, at the offices of G-T Gateway’s attorney in Winston-Salem, North Carolina, or such other place as may be mutually agreed upon by WSI and G-T Gateway, or, at G-T Gateway’s option, closed in escrow at the office of the Title Company, provided, G-T Gateway shall give WSI at least five (5) business days notice of the date of any Closing to take place under this Agreement. Notwithstanding the above, G-T Gateway may delay closing until February 28, 2005 in the sole discretion of G-T Gateway, by paying to the Escrow Agent as an additional binder deposit the sum of Sixty Thousand and No/100 ($60,000.00) (which shall be considered and treated as the Binder Deposit pursuant to Section 2(a) hereof) in which event this transaction will close on such date pursuant to the provisions of this paragraph.

(b) WSI’s Closing Documents. At the Closing, WSI shall deliver to G-T Gateway or its designated agent the following, each of which shall be properly executed and acknowledged, if applicable:

(i) An assignment of the Membership Interest in the form attached hereto as Exhibit F;

(ii) An assignment of the Lease in the form set forth on Exhibit G;

(iii) An assignment of all tenant security deposits held by Highwoods, WSI, or WSI, II under the terms of the Lease;

(iv) A standard owner’s affidavit and lien waiver form used by the Title Company to cause an extended coverage ALTA owner’s title insurance policy to be issued to G-T Gateway without standard exceptions to mechanics and/or materialman liens;

(v) A certificate of Highwoods and WSI as to the warranties and representations referred to in Section 4(c) hereof being true and correct as of the Date of Closing;

(vi) An affidavit as to “foreign persons” referred to in Section 4(c)(xxiii) hereof;

(vii) A blanket assignment and transfer of any and all miscellaneous interests and to the extent assignable all warranties and guarantees from contractors, subcontractors, suppliers, manufacturers or distributors relating to the Property, if any, (excluding Service Contracts) and all of WSIs, or WSI, II’s right, title, interest and benefits in, to and under all contracts, licenses, permits and similar documents or authorizations pertaining to the ownership and operation of the Property, if any, including the trade name of the Property;

(viii) A letter, approved by G-T Gateway and WSI, from WSI to the tenant of the Building advising the tenant of the transfer of the Property to G-T Gateway and that all future payments under the Lease are to be paid to G-T Gateway;

(ix) An assignment of any Service Contracts to be assumed by G-T Gateway at Closing, if any;

(x) The Tenant Estoppel Certificate (or Highwoods’ Estoppel Certificate if applicable) and the SNDA;

(xi) All permits, warranties, plans and specifications, and documents, instruments, files and records related to the Property and in the possession or control of Highwoods, WSI, and WSI, II;

(xii) The original executed Lease;

(xiii) The keys to any door or lock on the Building, and the original tenant files in possession of Highwoods, WSI, or WSI, II; and

(xiv) Such other matters as either G-T Gateway or WSI shall reasonably require or shall be anticipated by the terms hereof.

(c) G-T Gateway’s Closing Documents. At Closing, G-T Gateway shall execute and deliver to WSI such documents and papers which may be necessary for the consummation of the transaction described in this Agreement, as may be reasonably requested by WSI or WSI’s counsel, including the execution of an assignment of leases in the form set forth on Exhibit G, and an assignment of any Service Contracts to be assumed by G-T Gateway at Closing, if any.

Simultaneously with, or promptly following, the Closing hereunder the parties hereto shall execute such other and additional documents and assurances and perform such other acts as shall be reasonably required in order to carry out the intent and purposes of this Agreement.

(d) Closing Costs. WSI shall pay its attorneys’ fees and shall pay all costs required to clear title to the Property, provided WSI shall not be required to expend more than Twenty-Five Thousand and No/100 Dollars ($25,000) in connection with such efforts. G-T Gateway shall be responsible for paying the cost of the title insurance premium charged by the Title Company in connection with the issuance of the Title Policy, its attorneys’ fees, all engineering reports procured by G-T Gateway in connection with its due diligence and any cost associated with G-T Gateway’s financing of the Property, if any, and Survey costs.

(e) Closing Adjustments. Unless otherwise specified in this Agreement, all income, expenses and costs related to the Property shall be prorated as of 11:59 p.m. Eastern Standard Time on the date immediately preceding the Date of Closing as follows, with any credits or debits to WSI as the result of such adjustments being added to or subtracted from the Purchase Price.

(i) Taxes. To the extent not paid by Tenant under the Lease, ad valorem property taxes, personal property taxes and special assessments, if any, due or to be levied against the Property (the “Taxes”) for the year of Closing shall be prorated with WSI being responsible for all such Taxes from January 1st of the year of Closing through the last day prior to the day of Closing. G-T Gateway shall be responsible for paying the balance of the remaining Taxes due or to be levied against the Property for the year of Closing. WSI shall be responsible for paying any unpaid Taxes for any year prior to Closing. In the event the Taxes are not determinable at the time of Closing, the Taxes shall be prorated on the basis of the best available information (the “Estimated Taxes”). If the Taxes are not paid at Closing, WSI shall cause WSI, II to deliver to G-T Gateway the bills for the Taxes promptly upon receipt thereof and G-T Gateway shall thereupon be responsible for the payment in full of the Taxes within the time fixed for payment thereof and before the same shall become delinquent. Notwithstanding the foregoing, in the event actual Taxes for the year of Closing exceed the Estimated Taxes for the year of Closing (the “Tax Excess”) or Estimated Taxes for the year of Closing exceed the actual Taxes for year of Closing (the “Tax Refund”), WSI and G-T Gateway shall prorate and pay such Tax Excess or such Tax Refund as follows:

(A) WSI shall be responsible for a portion of the Tax Excess or shall receive credit for the Tax Refund prorated from January 1st of the year of Closing through the last day before the Date of Closing based upon a 365-day calendar year. The amount of the Tax Excess or the Tax Refund shall be determined when the property tax bills are received by G-T Gateway, and G-T Gateway shall notify WSI within thirty (30) days thereof of the calculation of the amount due to G-T Gateway from WSI in the case of a Tax Excess or the amount due to WSI from G-T Gateway in the case of a Tax Refund. WSI shall have thirty (30) days from WSI’s receipt of such notification to pay its portion of the Tax Excess to G-T Gateway and G-T Gateway shall have thirty (30) days from G-T Gateway’s receipt of the property tax bills to pay WSI its portion of the Tax Refund.

(ii) Utilities. To the extent not paid by Tenant under the Lease, all utility charges and reimbursement for utility charges for the Property (including, without limitation, telephone, water, storm and sanitary sewer, electricity, gas, garbage and waste removal), to the extent not payable by the tenant under the Lease, shall be prorated. Transfer fees required with respect to any such utility shall be paid by G-T Gateway prior to Closing.

(iii) Rents. All paid rents, including revenues and charges of any kind, together with any other sums paid by the tenant (other than security deposit),

under the Lease, shall be prorated as of the Date of Closing. In the event that, at the time of Closing, there are any past due or delinquent rents owing by the tenant of the Property, G-T Gateway shall have the exclusive right to collect such past due or delinquent rents and shall remit to WSI in cash to the extent, and only to the extent, that the rents received by G-T Gateway from the tenant owing past due or delinquent rents exceed the sum of the aggregate rents and other sums payable by such tenant for periods from and after the Date of Closing to the date of receipt, and then only if WSI has notified G-T Gateway at Closing that the tenant under the Lease is delinquent in its rent as of the Date of Closing. G-T Gateway will make a commercially reasonable good faith effort to collect after Closing any rents which are delinquent and owing to WSI at Closing, but G-T Gateway shall have no obligation to file suit to collect such amounts, provided if G-T Gateway fails to file suit to collect such amounts after being requested to do so by WSI, WSI shall have the right to collect all rents owed to WSI at the time of Closing, which shall include WSI’s filing of suit, if necessary, to collect such amounts. In the event that, after Closing, WSI or WSI, II receives any payments of rent or other sums due from the tenant under the Lease that relate to periods from and after Closing, WSI shall promptly forward or cause WSI, II to forward to G-T Gateway such payments. It is agreed by G-T Gateway that the sums to be paid by the tenant referred to in this Section 6(e)(iii) shall include all property operation costs “pass throughs” for the year 2004 not paid on a monthly basis, but rather at the end of a calendar year after being invoiced therefor. These sums shall be provided and paid to WSI or WSI, II and G-T Gateway when paid by the tenant under the Lease. G-T Gateway shall use reasonable efforts to invoice the tenant for “pass throughs” as promptly as is practicable after Closing (but in no event shall G-T Gateway be required to do so until allowed under the Lease), provided WSI or WSI, II must furnish to G-T Gateway all applicable information regarding the amount of “pass through” operating expenses to be paid by the tenant under the Lease for the calendar year 2004.

During the period after Closing, G-T Gateway shall deliver to WSI for the benefit of WSI, II any and all rents accrued but uncollected as of the Date of Closing to the extent subsequently collected by G-T Gateway, and to the extent G-T Gateway receives such rents, shall apply rents received after Closing to the extent the same are delinquent first to payment of current Rent then due, and thereafter to delinquent rents (other than “true up” payments received from the tenant attributable to a year-end reconciliation of actual and budgeted pass-through payments which shall be allocated between WSI, II and G-T Gateway pro rata in accordance with their respective period of ownership as set forth in this Section 6(e)(iv) below) but only after rent due and owing to G-T Gateway has been paid in full, including any delinquent rent. If any security deposits are in the form of a letter of credit, WSI or WSI, II, as the case may be, shall assign its interest in the letter of credit to G-T Gateway (to the extent assignable) and deliver the original letter of credit to G-T Gateway at Closing.

(iv) Calculations. For purposes of calculating prorations, G-T Gateway shall be deemed to be the owner of the Property, and, therefore, entitled to the income therefrom and responsible for the expenses thereof for the entire day upon which the Closing occurs. All such prorations shall be made on the basis of the actual number of days of the month which shall have elapsed as of the day of the Closing and based upon the actual number of days in the month and a three hundred sixty-five (365) day year. The amount of such prorations shall be initially performed at Closing but shall be subject to adjustment in cash after the Closing as and when complete and accurate information becomes available, if such information is not available at the Closing. WSI and G-T Gateway agree to cooperate and use their best efforts to make such adjustments no later than sixty (60) days after the Closing. Except as set forth in this Section 6(e)(iii) and (iv) all items of income and expense which accrue for the period prior to the Closing will be for the account of WSI and all items of income and expense which accrue for the period on and after the Closing will be for the account of G-T Gateway. The provisions of Section 6(e)(iii) and (iv) shall survive the Closing.

(v) Prepaids. Any expense or cost of prepaid items, including, without limitation, fees for licenses and annual permit and inspection fees shall be apportioned between WSI and G-T Gateway at the Closing.

(vi) Service Agreement Payments. All amounts payable under any of the Service Contracts which survive Closing shall be prorated. G-T Gateway does not assume any obligation under any Service Contracts for acts or omissions that occur prior to Closing, and WSI agrees to indemnify and hold G-T Gateway harmless for any loss incurred by G-T Gateway resulting from acts or omissions that occur prior to Closing and leading to liability under the Service Contracts. G-T Gateway does not assume any obligation under any Service Contracts not expressly assumed by G-T Gateway.

(vii) Settlement After Closing. The parties acknowledge that not all invoices for expenses incurred with respect to the Property prior to the Closing will be received by the Closing and that a mechanism needs to be in place so that such invoices can be paid as received. All of the Closing adjustments will be done on an interim basis at the Closing and will be subject to final adjustment in accordance with this Section 6(e). After Closing, upon receipt by G-T Gateway of an invoice for the Property’s operating expenses that are attributable in whole or in part to a period prior to the Closing and that were not apportioned at Closing, G-T Gateway shall submit to WSI a copy of such invoice with such additional supporting information as WSI shall reasonably request. Within ten (10) days of receipt of such copy, WSI shall pay to G-T Gateway an amount equal to the portion of such invoice attributable to the period ending on the date immediately preceding the Closing. Likewise, upon receipt by G-T Gateway of such an invoice after Closing for the Property’s operating expenses which were paid in advance by WSI and are attributable in whole or in part to a period on or after Closing that were not apportioned at Closing, G-T Gateway shall submit to

WSI a copy of such invoice together with an amount equal to the portion of such invoice attributable to the period on or after Closing, within ten (10) days after receipt of such invoice.

(viii) Leasing Commissions. All obligations to pay leasing commissions due from and after the Date of Closing of this Agreement as the result of the execution of a new lease for the Building after the date hereof, the result of the renewal of the Lease, the extension of the term of the Lease, the expansion of the premises demised by the Lease for space within the Building, or the exercise of an option to lease additional space in the Building set forth in the Lease (collectively “Future Commissions”) which obligations are incurred pursuant to the brokerage agreements set forth on Exhibit C-1 shall be assumed and paid by G-T Gateway. WSI shall be responsible for all leasing commissions due prior to the Date of Closing. In addition WSI shall indemnify, defend and hold G-T Gateway harmless from and against any liability for commissions due pursuant to any agreement not set forth on Exhibit C-1.

(ix) Tenant Improvements. All obligations to pay the cost of any tenant improvement work owed or to be owed in connection with new leases of the Building executed after the date hereof or the result of the renewal of the Lease, the extension of the term of the Lease, the expansion of the premises demised by the Lease to space within the Building or the exercise of an option to lease additional space in the Building set forth in the Lease occurring after the date hereof, which costs shall include, but not be limited to, all sums expended by Highwoods, WSI, or WSI, II for such tenant improvement work (including all overhead costs incurred by them or any of their affiliates in connection with their performance of the work related to such tenant improvements not to exceed five percent (5%) of the cost of such tenant improvements), and a profit not to exceed ten percent (10%) of the cost of such tenant improvements, shall be assumed and paid by G-T Gateway on the Date of Closing by reimbursing Highwoods, WSI or WSI, II, as the case may be, for the costs of such tenant improvements previously paid by them in connection with new leases, renewals, extensions, relocations, expansions, or the exercise of an option to lease additional space in the Building occurring after the date hereof or if the cost of such tenant improvements are not yet due and payable by paying the same when they otherwise become due without an adjustment to the Purchase Price. Notwithstanding the foregoing, to the extent any portion of the term of the Lease, and renewals, extensions, expansions and relocations for which any tenant improvement work occurs prior to the date of Closing, the amount of the Purchase Price will be reduced by a pro rata share of such tenant improvement work based upon the percentage of such term (exclusive of any renewal options) which occurs prior to Closing. If any tenant improvement work is in process on the date of Closing, WSI or WSI, II shall be responsible for completing the construction thereof, provided, G-T Gateway shall be responsible for the costs thereof as set forth above.

(x) Equitable Adjustments. In the event that any of the prorations or adjustments described in this Section 6(e) are based upon estimated or erroneous information, then the parties shall make between themselves any equitable adjustment required by reason of any difference between such estimated or erroneous amounts and the actual amounts of such sums.

7. DEFAULT AND REMEDIES.

(a) In the event WSI defaults or fails to perform any of the conditions or obligations of WSI under this Agreement, then G-T Gateway shall have a right to terminate this Agreement and receive a refund of the Binder Deposit and pursue an action for reimbursement of expenses, fees and costs incurred by G-T Gateway relating to this Agreement or its due diligence on the Property, provided such fees and costs shall not exceed Fifty Thousand and No/100 Dollars ($50,000), plus the amount of any fees forfeited by G-T Gateway to its lender as the result of the failure of such Closing because of WSI default, and will be substantiated by legitimate invoices therefor, or, in the alternative, compel WSI’s performance of its obligations hereunder by bringing an action for specific performance or, if specific performance is not available to G-T Gateway, as a result of the acts or omissions of WSI, G-T Gateway may pursue any other legal remedy available to G-T Gateway under the laws of the State of North Carolina, including an action for reimbursement of expenses, fees and costs incurred by G-T Gateway relating to this Agreement or the Property.

(b) In the event G-T Gateway defaults or fails to perform any of the covenants or conditions of G-T Gateway under this Agreement, WSI may terminate this agreement and the Escrow Agent shall pay the Binder Deposit to WSI, and such payment shall constitute WSI’s liquidated damages as a result of G-T Gateway’s default or failure to perform, as WSI’s actual damages shall be difficult, if not impossible, to ascertain, and after such payment G-T Gateway shall have no further obligations hereunder, except for G-T Gateway’s Continuing Indemnification Obligations.

8. OTHER PROVISIONS.

(a) Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which, taken together, shall constitute one and the same instrument.

(b) Entire Agreement. This Agreement and the Exhibits attached hereto constitute and contain the entire agreement between the parties, and supersede all prior and contemporaneous understandings and agreements, whether oral or in writing, between the parties respecting the subject matter hereof. There are no representations, agreements, arrangements or understandings, oral or in writing, between or among the parties to this Agreement relating to the subject matter of this Agreement which are not fully expressed in this Agreement.

(c) Construction. The provisions of this Agreement shall be construed as to their fair meaning, and not for or against any party based upon any attribution to such party as the source of the language in question. Headings used in this Agreement are for convenience of reference only and shall not be used in construing this Agreement.

(d) Applicable Law. This Agreement shall be governed by the laws of the State of North Carolina.

(e) Severability. If any term, covenant, condition or provision of this Agreement, or the application thereof to any person or circumstance, shall to any extent be held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, covenants, conditions or provisions of this Agreement, or the application thereof to any person or circumstance, shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby.

(f) Waiver of Covenants, Conditions and Remedies. The waiver by one party of the performance of any covenant, condition or promise under this Agreement shall not invalidate this Agreement nor shall it be considered a waiver by it of any other covenant, condition or promise under this Agreement. The waiver by either or both parties of the time for performing any act under this Agreement shall not constitute a waiver of the time for performing any other act or an identical act required to be performed at a later time.

(g) Exhibits. All exhibits to which reference is made in this Agreement are deemed incorporated into this Agreement and made a part hereof, whether or not actually attached.

(h) Amendment. This Agreement may be amended at any time by the written agreement of G-T Gateway and WSI. All amendments, changes, revisions and discharges of this Agreement, in whole or in part, and from time to time, shall be binding upon the parties despite any lack of legal consideration, so long as the same shall be in writing and executed by the parties hereto.

(i) Relationship of Parties. The parties agree that their relationship is that of buyer and seller, and that nothing contained herein shall constitute either party the agent or legal representative of the other for any purpose whatsoever, nor shall this Agreement be deemed to create any form of business organization between the parties hereto, nor is either party granted any right or authority to assume or create any obligation or responsibility on behalf of the other party, nor shall either party be in any way liable for any debt of the other.

(j) Assignment. Except as set forth below, G-T Gateway may not assign its rights, obligations and liabilities hereunder to a third party without WSI’s prior written consent, which shall not be unreasonably withheld. Notwithstanding the above, G-T Gateway may assign this Agreement at Closing (but only if the transaction contemplated hereby closes) without the requirement of WSI’s consent to a corporation, limited liability company, or partnership in which G-T Gateway (or its principals) own more than 50% of the equity interest thereof. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the parties to this Agreement.

(k) Further Acts. Each party agrees to perform any further acts and to execute, acknowledge and deliver any documents which may be reasonable necessary to carry out the provisions of this Agreement. The provisions of this Section 8(k) of this Agreement shall survive Closing and shall not be merged upon the delivery and acceptance of the Deed for the Land.

(l) No Recording; Actions to Clear Title. Neither WSI nor G-T Gateway may record this Agreement or a memorandum of this Agreement without the consent of the other party which shall not be unreasonably withheld or delayed. If G-T Gateway fails to complete this transaction, or otherwise terminates or permits this Agreement to expire for any reason, then G-T Gateway shall, at no cost to WSI, promptly execute, acknowledge and deliver to WSI, all within three (3) days after written request from WSI, a quitclaim deed, in recordable form, in favor of WSI and any other documents requested by WSI to remove the cloud on title to the Property that may exist as the result of the existence of this Agreement.

(m) Broker Commissions. Each party warrants to the other that no person, firm or individual is entitled to or has a claim for a commission or fee arising out of this transaction except that WSI is obligated to pay a commission to Triad Commercial Properties, and CB Xxxxxxx Xxxxx, both of which represent WSI in this transaction. G-T Gateway has no responsibility for the payment of this real estate commission to Triad Commercial Properties and CB Xxxxxxx Xxxxx. WSI shall and does hereby indemnify and hold harmless G-T Gateway from and against any claim for any consulting fee, finder’s fee, commission, or like compensation, including reasonable attorney’s fees in defense thereof, payable in connection with any transaction contemplated hereby and asserted by any party arising out of any act or agreement by WSI. G-T Gateway does hereby indemnify and hold harmless WSI from and against any claim for any consulting fee, finder’s fee, commission or the like, including reasonable attorneys’ fees in the defense thereof, payable in connection with any claim by any person or firm asserted by any party arising out of any act or agreement by G-T Gateway.

(n) Notices. All notices and demands which either party is required or desires to give to the other shall be given in writing by personal delivery, overnight courier service, certified mail, return receipt requested, or by telecopy followed by next day delivery of a hard copy to the address set forth below for the respective parties. All notices and demands so given shall be effective upon the delivery or sending of the same to the party to whom notice or a demand is given, if personally delivered or sent by telecopy, on the next business day if sent by overnight courier and within three (3) business days or upon receipt, whichever is earlier, if sent by certified mail, return receipt requested.


G-T GATEWAY:		G-T Gateway, LLC
		0000 Xxx Xxxxxx
		Xxxxxxx-Xxxxx, XX 00000
		Attention: Xxxx X. Xxxxxx, Xx., President
		Telephone: 000-000-0000
		Facsimile: 000-000-0000


	With copy to:	Xxxxxx X. Xxxxxxxx, Esquire
		Xxxxxx Xxxx Xxxxxxx & Xxxxxxxx, P.A.
		000 Xxxxxxxxx Xxxxxx, Xxxxx 000
		Xxxxxxx-Xxxxx, XX 00000-0000
		Telephone: 000-000-0000
		Facsimile: 336-721-0414

WSI:		Winston-Salem Industrial, LLC
		Attn: Xxxx X. Xxxxxxx, III, Esquire
		0000 Xxxxxxxxx Xxxxx, Xxxxx 000
		Xxxxxxx, XX 00000-0000
		Telephone: 000-000-0000
		Facsimile: 000-000-0000

	With copy to:	Xxxxxx X. Xxxxxx, Esquire
		Xxxxxxx Xxxxxx & Xxxxxxx
		BB&T Plaza
		0000 Xxxxxxxx Xxxxxx
		Xxxxxxx, XX 00000
		Telephone: 919/000-0000
		Facsimile: 919/781-0811

(o) Press Releases. WSI and G-T Gateway agree that they will not make any public statement, including without limitation, any press release, with respect to this Agreement and the transactions contemplated hereby without first allowing the other party an opportunity to review such statement and render an approval thereof, which approval shall not be unreasonably withheld or delayed by either party. It is the intention of this subparagraph that WSI and G-T Gateway must agree as to the timing and content of any information contained in any public statement or press release regarding the transaction contemplated hereby. The parties agree to exercise reasonableness when asked to consent to the content of any such press release or other public statement regarding this transaction.

(p) Definition of Agreement Date. As used in this Agreement, Agreement Date shall be deemed to refer to the date a fully executed original of this Agreement is delivered to each party hereto, and the Agreement Date shall be inserted as the date of this Agreement in the introductory paragraph of this Agreement.

(q) Survival of the Agreement. The promises, terms, conditions, representations, warranties and provisions set forth in this Agreement shall survive the Closing of the transaction and the delivery and recording of the deed and any other instruments for the conveyance of the Property for a period of one (1) year following the Closing, except as otherwise provided in this Agreement and if the deed or any other recorded instruments are or may be construed to be inconsistent with any such provision of this Agreement, then the applicable provision of this Agreement shall control and shall not be deemed to have been merged into such deed or other recorded instruments, unless otherwise expressly provided in any such instruments.

IN WITNESS WHEREOF, the parties hereto have caused the signature page to this Agreement to be duly executed by their hands and under seal affixed hereto as of the day and year first above written.

[SIGNATURE PAGE ATTACHED]

SIGNATURE PAGE TO AGREEMENT

BY AND AMONG

WINSTON-SALEM INDUSTRIAL, LLC,

HIGHWOODS REALTY LIMITED PARTNERSHIP,

G-T GATEWAY, LLC, and

XXXXXX XXXX XXXXXXX & XXXXXXXX, P.A., as Escrow Agent

Dated as of January 28, 2005


“WSI”	WINSTON-SALEM INDUSTRIAL, LLC,
	a Delaware limited liability company

	By:	Highwoods Realty Limited Partnership, a North
		Carolina Limited Partnership, its Sole Member

	By:	Highwoods Properties, Inc., a Maryland
		Corporation, Its Sole General Partner

	By:	/s/ Xxxx X. Xxxxxxx III
	Name:	Xxxx X. Xxxxxxx III
	Title:	Vice President

“HIGHWOODS”	HIGHWOODS REALTY LIMITED PARTNERSHIP,
	a North Carolina Limited Partnership

	By:	Highwoods Properties, Inc., a Maryland
		Corporation, Its Sole General Partner

	By:	/s/ Xxxx X. Xxxxxxx III
	Name:	Xxxx X. Xxxxxxx III
	Title:	Vice President

“G-T GATEWAY”	G-T GATEWAY, LLC,
	a North Carolina limited liability company

	By:	/s/ Xxxx X. Xxxxxx, Xx.
	Name:	Xxxx X. Xxxxxx, Xx.
	Title:	Manager

The undersigned, Escrow Agent herein, executes this Agreement for the purpose of agreeing to the provisions set forth in this Agreement relating to Escrow Agent and the Binder Deposit.


“ESCROW AGENT”	Xxxxxx Xxxx Xxxxxxx & Xxxxxxxx, P.A.

	By:	/s/ Xxxxxx X. Xxxxxxxx
	Name:	Xxxxxx X. Xxxxxxxx

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AGREEMENT By and Among WINSTON-SALEM INDUSTRIAL, LLC A Delaware Limited Liability Company and HIGHWOODS REALTY LIMITED PARTNERSHIP, A North Carolina Limited Partnership and G-T GATEWAY, LLC, A North Carolina Limited Liability Company and Allman Spry...

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