0001102946-11-000020 Sample Contracts

OFFER TO PURCHASE FOR CASH 10,000,000 SHARES OF COMMON STOCK OF DIVIDEND CAPITAL TOTAL REALTY TRUST, INC. AT $4 PER SHARE by: MPF FLAGSHIP FUND 14, LLC; MPF FLAGSHIP FUND 15, LLC; MPF INCOME FUND 26, LLC; MPF PLATINUM FUND, LP; MPF NORTHSTAR FUND, LP,...
Mackenzie Patterson Fuller, Lp • June 7th, 2011

The Purchasers hereby seek to acquire 10,000,000 Shares of common stock (the “Shares”) in DIVIDEND CAPITAL TOTAL REALTY TRUST, INC. (the “Corporation”). The Purchasers are not affiliated with the Corporation or its management. The Purchasers hereby offer to purchase 10,000,000 Shares at a purchase price equal to $4 per Share, less the amount of any dividends declared or made with respect to the Shares between June 7, 2011 and July 29, 2011, or such other date to which this offer may be extended (the “Expiration Date”), in cash, without interest, upon the terms and subject to the conditions set forth in this offer to purchase (the “Offer to Purchase”) and in the related Assignment Form, as each may be supplemented or amended from time to time (which together constitute the “Offer”). As noted above, the Offer price would be subject to reduction for dividends made or declared prior to the Expiration Date. Any dividends made or declared after the Expiration Date would, by the terms of the

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