PURCHASE, SALE AND ESCROW AGREEMENT AMONG WPG-OC LIMITED PARTNER, LLC, AS SELLER, WPG-OC GENERAL PARTNER, LLC, O’CONNOR MALL PARTNERS, L.P., AS PRIMARY PURCHASER, AND FIDELITY NATIONAL TITLE INSURANCE COMPANY, AS ESCROW AGENTPurchase, Sale and Escrow Agreement • February 26th, 2015 • Washington Prime Group Inc. • Real estate investment trusts • Delaware
THIS PURCHASE, SALE AND ESCROW AGREEMENT (this “Agreement”), dated as of February 25, 2015 (the “Effective Date”), is made by and among WPG-OC Limited Partner, LLC, a Delaware limited liability company (the “Seller”), WPG-OC General Partner, LLC, a Delaware limited liability company (“WPG”) and O’CONNOR MALL PARTNERS, L.P., a Delaware limited partnership (“Primary Purchaser”), and constitutes (i) a purchase and sale agreement among Seller, WPG, Seller II (as hereinafter defined), WPG II (as hereinafter defined), Primary Purchaser, Parallel Purchaser (as hereinafter defined) and (ii) an escrow agreement among Seller, WPG, Seller II, WPG II, Primary Purchaser, Parallel Purchaser and FIDELITY NATIONAL TITLE INSURANCE COMPANY (“Escrow Agent”), the consent of which appears at the end hereof. Capitalized terms used but not defined in the text of this Agreement shall have the meanings specified in Article 17.
