0001193125-11-103234 Sample Contracts

Third Party Tender Offer Ladies and Gentlemen:
Repurchase Agreement • April 20th, 2011 • Divall Insured Income Properties 2 Limited Partnership • Real estate

On or about April 11, 2010, Peachtree Partners and its affiliates (collectively, the “Bidder”) mailed a Repurchase Agreement to limited partners (“Limited Partners”) of DiVall Insured Income Properties 2, L.P. (the “Partnership”), for the purposes of making a third-party tender offer for up to 4.9% (2,268 Units) of the Partnership, including those already owned by the Bidder, at a purchase price equal to $225 per Unit less transfer fees of $100 per investor and less any distributions paid after April 11, 2011 (the “Offer”). Due to the Offer constituting only 4.9% of units in the Partnership, the Bidder did not file a Schedule TO with the Securities and Exchange Commission (“SEC”).

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