PURCHASE AND SALE CONTRACT

1. PARTIES.

This Purchase and Sale Contract (“Contract”) is made between , a (“Seller”), and , a (“Purchaser”).

2. PROPERTY.

On the terms and conditions stated in this Contract, Seller hereby agrees to sell to Purchaser and Purchaser hereby agrees to purchase from Seller all of the following described property (the “Property”):

2.1 Land . The parcel of land situated in Douglas County, Nebraska with the following street address: , more particularly described in Exhibit A attached hereto and incorporated herein by reference, together with all of Seller’s right, title and interest appurtenant to such land, including, without limitation, all of Seller’s right, title and interest, if any, in and to (i) all adjacent strips, streets, roads, alleys and rights-of-way, public or private, open or proposed pertaining thereto, (ii) all easements hereditaments, appurtenances and privileges pertaining thereto, whether or not of record, and (iii) all access, air, water, riparian, development, and utility rights pertaining thereto (the “Land”).

2.2 Improvements . The office building and all other improvements, structures and fixtures; constructed on the Land (the “Improvements”). The Land and Improvements are referred to herein as the “Real Property”.

2.3 Personal Property . All of Seller's right, title and interest in the following additional property (“Personal Property”):

2.3.1 Tangible Property . Tangible property of every kind and character owned by Seller and located in or on the Real Property (the “Tangible Property”).

2.3.2 Lease Rights . Leases and rental agreements with tenants occupying space in the Improvements (the “Leases”), and any guaranties applicable thereto, and security deposits, advance rental, or like payments, if any, held by Seller in connection with the Leases.

2.3.3 Miscellaneous . To the extent assignable or transferable, all warranties, permits, licenses and any other Federal, State or local authorizations issued which relate to the Real Property, any trade names or trademarks used exclusively in connection with the Real Property, and any goodwill related thereto, and all other rights owned by Seller necessary to and used exclusively in connection with the ownership, maintenance or operation of the items set forth in Sections 2.1 - 2.3.2 above.

3. PURCHASE PRICE.

3.1 Payment . The purchase price (the “Purchase Price”) for the Property will be the sum of Dollars ($ ). The Purchase Price will be payable in cash, federal funds, cashier’s or certified check, or other funds immediately available at the Closing.

3.2 Defeasance . The Property is currently encumbered by a [Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing dated as of and recorded on , as Instrument No. in the public records of Douglas County, Nebraska] (the “Office Records”), as assigned pursuant to an assignment recorded , as Instrument No. in the Official Records, and as further assigned pursuant to an assignment recorded , as Instrument No. in the Official Records, that secures a loan (the “PermanentLoan”) in the original principal amount of Dollars($ ) made by to Seller pursuant to a loan agreement in connection therewith. The parties hereto acknowledge that Seller intends to use a portion of the proceeds of the Purchase Price received by Seller at Closing to cause the defeasance (or repayment) of the Permanent Loan and the release from the applicable portion of the Property of the security interest of the lender under the Permanent Loan. If the defeasance (or repayment) of the Permanent Loan and the release from the Property of the security interest of the lender under the Permanent Loan cannot be completed prior to the Closing Date under this Contract, then Seller shall have the right, at its election, to extend the Closing Date for a period of up to thirty (30) days to allow Seller to complete such defeasance, repayment and release.

4. CONSIDERATION.

4.1 Earnest Money and Title Company . Within two (2) Business Days (hereinafter defined) after the execution of this Contract by all parties hereto, Purchaser will deposit with Title Insurance Company, at the address set forth in Section 13.3 below (the “Title Company”), as “Earnest Money” (herein so called, which shall be deemed to includeall interest accrued thereon), the amount of and No/100 Dollars($ .00) (the “Initial Deposit”). Unless this Contract is terminated on or prior to the Approval Date (hereinafter defined), within one (1) Business Day following the Approval Date, Purchaser will deposit with the Title Company, as additional earnest money, the amount of and No/100 Dollars ($ .00) (the “Subsequent Deposit”). The term “Earnest Money” as used in this Contract, shall mean (i) the initial Deposit prior to deposit of the Subsequent Deposit, and (ii) both the Initial Deposit and the Subsequent Deposit after the deposit of the Subsequent Deposit, and shall in all events be deemed to include all interest accrued thereon. Failure to timely make the Subsequent Deposit shall be deemed to be Purchaser's termination of this Contract upon which the Initial Deposit (less the Independent Contract Consideration as defined below) shall be immediately released to Seller. Notwithstanding anything in this Contract to the contrary, One Hundred and No/100 Dollars ($100.00) of the Earnest Money is delivered to the Title Company for delivery by the Title Company to Seller as “Independent Contract Consideration” (herein so called), and the Earnest Money is reduced by the amount of the Independent Contract Consideration, which amount has been bargained for and agreed to as consideration for Seller 's execution and delivery of this

Contract. The Independent Contract Consideration is in addition to and independent of all other consideration provided for in this Contract and is non-refundable in all events.

4.1.1 Further Application of Earnest Money . The Title Company will immediately deposit the Earnest Money, less the Independent Contract Consideration, in an interest bearing account at a bank acceptable to Purchaser and will deliver the Independent Contract Consideration to Seller. In the event that this transaction is consummated, all Earnest Money will be applied in partial satisfaction of the Purchase Price. If, however, this transaction is not consummated, the Earnest Money will be delivered to Seller or returned to Purchaser by the Title Company as elsewhere provided in this Contract.

4.1.2 Dispute as to Earnest Money . In the event of a dispute with respect to the right to receive the Earnest Money, the Title Company may interplead the Earnest Money into a court of competent jurisdiction in Douglas County, Nebraska. All attorneys’ fees and costs and Title Company’s costs and expenses incurred in connection with such interpleader will be assessed against the party that is not awarded the Earnest Money or, if the Earnest Money is distributed in part to both parties, then in the inverse proportion of such distribution.

5. TITLE AND SURVEY.

5.1 Title Commitment and Documents . Purchaser acknowledges receipt of the following items, delivered at Seller’s expense:

(i) a current Commitment for Title Insurance (the “Title Commitment”) issued by the Title Company setting forth the matters (the “Title Exceptions”) that the Title Company determines affect title to the Real Property;

(ii) copies of all instruments that create or evidence Title Exceptions, including those described in Schedule B and Schedule C of the Title Commitment; and

(iii) the existing survey of the Real Property in Seller’s possession (the “Survey”).

Purchaser shall, at its sole cost and expense, contract directly with a surveyor licensed to do business in Nebraska for any update to the Survey deemed necessary or desirable by Purchaser.

5.2 Review of Title Commitment, Survey and Exception Documents . Purchaser will have from the Effective Date until (the “Title Objections Deadline”), in which to give written notice to Seller specifying Purchaser’s objections to the Title Commitment, Title Exceptions and Survey (“Title Objections”), if any.

5.3 Seller’s Obligation to Cure; Purchaser's Right to Terminate . If Purchaser timely notifies Seller in writing of Title Objections, Seller will, within five (5) days after Seller’s receipt of Purchaser’s notice (the “Title Cure Period”), notify Purchaser in writing that Seller will either satisfy the Title Objections at Seller’s sole cost and expense, or that Seller cannot or

will not satisfy certain Title Objections at Seller’s expense; provided, however, Seller shall be affirmatively obligated to cure, at Seller’s sole expense, any and all monetary liens (including, without limitation, any and all mechanics’ liens) affecting the Real Property, created by Seller, its affiliates or its authorized agents (a “Monetary Lien”). Failure by Seller to timely respond shall be deemed Seller’s decision not to cure any Title Objections. If Seller elects not to satisfy any of the Title Objections within the Title Cure Period, Purchaser has the option, exercisable at any time prior to the Approval Date, of either (i) waiving the unsatisfied Title Objections, in which event the unsatisfied Title Objections will become Permitted Exceptions (hereinafter defined), or (ii) terminating this Contract and receiving back the Earnest Money (less the Independent Contract Consideration), in which latter event Seller and Purchaser will have no further obligations, one to the other, with respect to the subject matter of this Contract, except for return of the Earnest Money (less the Independent Contract Consideration) and other provisions that survive this Contract by their terms. If Purchaser fails to notify Seller in writing before5:00 P.M. time on the Approval Date that Purchaser has elected toproceed with the transactions contemplated by this Contract and that the unsatisfied Title Objections have been waived, then Purchaser shall be deemed to have elected to terminate this Contract pursuant to Section 6 below.

5.3.1 lf, after the expiration of the Inspection Period, Title Company amends or adds any exception to the Title Commitment, Title Company will notify Purchaser and Seller immediately. Within the later of the Approval Date or the date which is three (3) Business Days after Purchaser receives notice from Title Company (and the Closing Date shall be extended if needed so that the Closing shall not occur prior to the end of such three (3) Business Day period) together with a copy of such intervening lien or matter, Purchaser shall notify Seller in writing of any objections thereto (a “Supplemental Title Objection”). If Purchaser fails to notify Seller of such Supplemental Title Objection within such three (3) Business Day period, Purchaser shall be deemed to have waived any objection and approved such exception(s). If the Supplemental Title Objection is material and adverse to the Property, as reasonably determined by Purchaser, not caused by Purchaser, and Seller does not agree to remove such matter (other than any Monetary Lien, which Seller is obligated to remove), then Purchaser may, within three (3) Business Days after the Supplemental Title Objection, terminate this Contract and receive the Earnest Money (less the Independent Contract Consideration), in which latter event Seller and Purchaser will have no further obligations, one to the other, with respect to the subject matter of this Contract, except for return of the Earnest Money (less the Independent Contract Consideration) and other provisions that survive this Contract by their terms. If Seller has not received written notice from Purchaser that Purchaser has elected to terminate this Contract within such three (3) Business Day period of time, then Purchaser shall be deemed to have waived the unsatisfied Supplemental Title Objection.

5.4 Permitted Exceptions . For purposes of this Contract the term “Permitted Exceptions” will mean all Title Exceptions to which Purchaser has not objected, and all Title Objections which Purchaser has expressly waived or is deemed to have waived.

6. DUE DILIGENCE.

6.1 Items to be Delivered by Seller . Seller, at Seller’s sole cost and expense, has made available for Purchaser’s review, either by personal delivery or by granting access to a website containing same, the following items, to the extent in Seller’s possession:

6.1.1 Title Policy . Copy of Seller’s owner’s policy of title insurance with respect to the Real Property.

6.1.2 Leases . Copies of the Leases affecting the Real Property, which are listed on the “Rent Roll” (herein so called) attached hereto as Exhibit C, including a list of tenant security deposits.

6.1.3 Tax Statements . Copies of the real estate and personal property tax statements covering the Real Property for the current (if available) and the previous tax year.

6.1.4 Environmental Reports . Copies of the environmental inspection reports listed on Exhibit D attached hereto.

6.1.5 Survey . The Survey.

6.1.6 Operating Statements . Copies of operating statements for the Real Property for the past three (3) years, including the current fiscal year.

6.1.7 Insurance . Copies of Seller's current insurance certificate(s) for the Real Property.

6.1.8 Tangible Property . Inventory of the currently existing Tangible Property.

6.2 Items Available to Purchaser . Seller shall also make available to Purchaser promptly after the Effective Date at a central location (or via a website) such other items of information reasonably requested by Purchaser, to the extent not privileged, confidential or related to the ownership, as opposed to the operation, of the Property, which are in Seller's possession and relate solely to the Property, but in all events excluding materials not directly related to the leasing, maintenance, operations and/or management of the Property, such as materials prepared solely for Seller’s internal review purposes. Seller’s financial projections, budgets, proposals, appraisals, accounting and tax records and similar privileged, proprietary and confidential information. Notwithstanding the foregoing, Seller shall provide Purchaser with the 2015 operating budget for the Real Property. The items affecting the Property that are delivered or made available to Purchaser, including, without limitation, those items described in Sections 6.1 and 6.2 of this Contract, shall collectively be referred to as the “Property Information”.

6.3 Inspection Period . During the period commencing with the Effective Date and ending on the Approval Date or the earlier termination of this Contract (the “Inspection Period”), Purchaser will have the option and right to conduct such investigations, inspections,

audits, analyses, surveys, tests, examinations, studies, and appraisals of the Property, to conduct tenant interviews (provided, however, prior to contacting any tenants, Purchaser shall contact Seller and coordinate any such interviews with Seller, and Seller may have a representative present at any such interview) and to examine all applicable books and records relating to the Property and its operation and maintenance, as Purchaser deems necessary or desirable, at Purchaser’s sole cost and expense, to determine if the Property is suitable for Purchaser’s purposes; provided, however, (i) Purchaser shall, upon receipt of Seller’s written request upon any termination of this Contract, deliver to Seller a copy of any report of findings that is issued as a result of such activities (excluding only market studies or appraisals), and (ii) Purchaser shall cause the Property to be restored to its condition prior to any of Purchaser’s or its agents’ activities that alter the condition of the Property.

6.4 Access . To facilitate the due diligence contemplated in Article 6 but subject to the rights of tenants and other occupants of the Property, Seller will provide Purchaser and Purchaser's agents and representatives reasonable access to the Property. Purchaser will conduct any tenant interviews, physical inspections, tests, examinations, studies, and appraisals only on Business Days and will use commercially reasonable efforts to minimize interference with Seller’s operations at the Property. Purchaser may only enter upon the Property, provided(i) Purchaser notifies Seller (which notice may be oral or written) of its intent to inspect, test, survey or study twenty-four (24) hours prior to Purchaser’s entry, (ii) if requested by Seller, Purchaser is accompanied by a representative of Seller (provided that Purchaser shall not have to delay its access if Seller’s representative is not present at the time agreed upon by Purchaser and Seller) and (iii) Purchaser furnishes to Seller a certificate of insurance acceptable to Seller naming Seller as an additional insured and with a single combined limit of not less than One Million Dollars ($1,000,000). Purchaser and its agents and representatives shall not contact any governmental or quasi-governmental representative concerning the Property, other than in connection with Purchaser’s evaluation of the Real Property to verify zoning, entitlements and/or other land use matters, or perform any invasive testing without the prior written consent of Seller, which consent shall not be unreasonably withheld.

6.5 INDEMNITY . PURCHASER AGREES TO INDEMNIFY, DEFEND AND HOLD SELLER, ITS AGENTS, PARTNERS, DIRECTORS, OFFICERS AND REPRESENTATIVES, HARMLESS FROM AND AGAINST ANY LIENS, CLAIMS, OR DAMAGES INCLUDING, WITHOUT LIMITATION, ANY AND ALL DEMANDS, ACTIONS OR CAUSES OF ACTION, ASSESSMENTS, LOSSES, SETTLEMENTS, COSTS, LIABILITIES, INTEREST AND PENALTIES, AND REASONABLE ATTORNEYS’ FEES SUFFERED OR INCURRED BY SELLER BY SEPARATE COUNSEL OF ITS OWN CHOOSING, ITS AGENTS, PARTNERS, DIRECTORS, OFFICERS AND REPRESENTATIVES (COLLECTIVELY, “SELLER INDEMNIFIED PARTIES”) AS A RESULT OF, ARISING OUT OF, OR IN CONNECTION WITH, DIRECTLY OR INDIRECTLY, PURCHASER OR PURCHASER’S AGENTS OR REPRESENTATIVES EXERCISING THE RIGHTS SET FORTH IN SECTIONS 6.3 AND 6.4 OR ARISING FROM PURCHASER OR ITS AGENTS OR REPRESENTATIVES OTHERWISE ENTERING UPON THE PROPERTY. HOWEVER, THE FOREGOING INDEMNITY SHALL NOT BE APPLICABLE TO THE MERE DISCOVERY OF AN EXISTING CONDITION ON THE PROPERTY. PURCHASER WILL, AS DIRECTED BY SELLER, REPAIR OR CAUSE TO BE REPAIRED ANY DAMAGE CAUSED BY PURCHASER OR PURCHASER’S AGENTS

OR REPRESENTATIVES IN THE CONDUCT OF THE REVIEW AND/OR INSPECTION CONTEMPLATED HEREUNDER. NOTWITHSTANDING ANYTHING SET FORTH HEREIN TO THE CONTRARY, THE INDEMNIFICATION AND OTHER OBLIGATIONS OF PURCHASER IN THIS SECTION 6.5 WILL SURVIVE THE CLOSING OR EARLIER TERMINATION OF THIS CONTRACT. ALL ACTUAL OUT-OF-POCKET AMOUNTS INCURRED BY SELLER AND THE OTHER SELLER INDEMNIFIED PARTIES PAYABLE BY PURCHASER PURSUANT TO THIS PROVISION SHALL BE DUE PROMPTLY UPON PURCHASER’S RECEIPT OF A REASONABLY DETAILED INVOICE THEREFOR.

6.6 Notice to Proceed . Purchaser shall have the right, for any or no reason, to terminate this Contract on or before the expiration of the Inspection Period, in which case Seller hereby authorizes the Title Company to promptly return the Earnest Money (less the Independent Contract Consideration) to Purchaser, and the parties will have no further obligations under this Contract, one to the other, except any obligations that specifically survive termination of this Contract. If Purchaser fails to deliver written notice to Seller of its satisfaction with the transactions contemplated by this Contract and waiver of its rights under this Section 6.6 (the “Notice to Proceed”) on or before 5:00 P.M. time on (the “Approval Date”), Purchaser shall be deemed to have terminated this Contract, and, in such event, Seller hereby authorizes the Title Company to promptly return the Earnest Money (less the Independent Contract Consideration) to Purchaser, and the parties will have no further obligations under this Contract, one to the other, except for any obligations that specifically survive termination of this Contract.

7. WARRANTIES, REPRESENTATIONS AND COVENANTS.

7.1 Express Warranties . Seller makes the following warranties and representations to Purchaser that as of the Effective Date and as of Closing:

7.1.1 Organization and Authority . Seller has been duly organized, is validly existing and in good standing under the laws of the State of . Seller has the full right and authority to enter into this Contract and to transfer all of the Property and to consummate or cause to be consummated the transaction contemplated by this Contract, and Seller has obtained all necessary consents, to execute and deliver this Contract and to consummate the transactions contemplated in this Contract. The person signing this Contract on behalf of Seller is authorized to do so.

7.1.2 Pending Actions . Seller has not received written notice of any action, suit, arbitration, unsatisfied order or judgment, government investigation or proceeding pending or threatened against Seller which, if adversely determined, could individually or in the aggregate materially interfere with the consummation of the transaction contemplated by this Contract, except as disclosed on Exhibit E attached hereto.

7.1.3 Lease Brokerage . No agreements exist between Seller and any broker providing for the payment from and after Closing of leasing commissions or fees for procuring tenants with respect to the Property, except as disclosed in Exhibit F attached hereto.

7.1.4 Condemnation . Seller has received no written notice of any condemnation proceedings, or threatened proceedings, relating to the Property.

7.1.5 Leases . The Leases shown on the Rent Roll reflect all of the leases of office or retail space currently affecting the Property.

7.1.6 Environmental . To Seller's knowledge, the environmental reports listed on Exhibit D are all of the environmental reports in Seller’s possession or control with respect to the Real Property. Except with respect to matters disclosed in such environmental reports, Seller has not received any written notice that the Property is in violation of any Environmental Law. To Seller’s knowledge, Seller has not generated, manufactured, refined, transported, treated, stored, handled, disposed, transferred, produced or processed Hazardous Materials (defined below) or solid waste on, under or at the Real Property, except in compliance with Environmental Law (defined below). As used herein, “Hazardous Materials” means materials, wastes or substances that are(a) included within the definition of any one or more of the terms “hazardous substances”, hazardous materials”, “toxic substances”, “toxic pollutants”, and “hazardous waste” in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. §§ 9601, et seq.), the Resource Conservation and Recovery Act of 1976 (42 U.S.C. §§ 6901, et seq.), the Clean Water Act (33 U.S.C. §§ 1251, et seq.), the Safe Drinking Water Act (14 U.S.C. §§ 1401, et seq.), and the Toxic Substance Control Act (15 U.S.C. §§ 2601, et seq.) and the regulations promulgated pursuant to such laws, (b) regulated, or classified as hazardous, toxic, reactive, corrosive, flammable; or as a waste, pollutant or contaminant under other federal, state or local environmental laws or regulations, (c) petroleum, (d) asbestos or asbestos-containing materials, (e) polychlorinated biphenyls, (f) flammable explosives, (g) radioactive materials, or (h) microbial matter. As used herein, the term “Environmental Law” means any law, statute, ordinance, rule, regulation, order or determination of any governmental authority or agency affecting the Real Property and pertaining to health or the environment including, but not limited to, the Comprehensive Environmental Response, Compensation and Liability Act of 1982 and the Resource Conservation and Recovery Act of 1986.

7.1.7 Terrorist Organizations Lists . To Seller’s knowledge, Seller is not acting, directly or indirectly, for or on behalf of any person named by the United States Treasury Department as a Specially Designated National and Blocked Person, or for or on behalf of any person designated in Executive Order 13224 as a person who commits, threatens to commit, or supports terrorism. To Seller’s knowledge, Seller is not engaged in the transaction contemplated by this Contract directly or indirectly on behalf of, or facilitating such transaction directly or indirectly on behalf of, any such person.

7.1.8 Bankruptcy . Seller has not (i) made a general assignment for the benefit of creditors, (ii) filed any voluntary petition in bankruptcy or suffered the filing of any involuntary petition by Seller's creditors, (iii) suffered the appointment of a receiver to take possession of all or substantially all of Seller’s assets, (iv) suffered the attachment or other judicial seizure of all, or substantially all, of Seller’s assets, (v) admitted in writing its inability to pay its debts as they come due, or (vi) made an offer of settlement, extension or composition to its creditors generally.

7.1.9 Not Foreign Person . Seller is not a foreign person within the meaning of Section 1445 of the Internal Revenue Code of 1986, as amended.

7.1.10 Contracts . Except for the Leases and Title Exceptions, Seller has not entered into any contracts which will be binding on Purchaser, unless such contracts are disclosed as a part of the Property Information.

7.1.11 Violations . To Seller’s knowledge, Seller has not received any written notice from any governmental authority of a violation of any law, rule or regulation at the Real Property, or any portion thereof.

7.2 Knowledge Defined . References to the “knowledge” of Seller shall refer only to the current actual knowledge of , a representative of Seller responsible for the asset management of the Property; and shall not be construed, by imputation or otherwise, to refer to the knowledge of Seller or any affiliate of Seller, to any property manager, or to any other officer, agent, manager, member, representative or employee of Seller or any affiliate thereof (collectively, “Seller’s Representatives”) or to impose any duty to investigate the matter to which such actual knowledge, or the absence thereof, pertains.

7.3 Right to Update; Survival of Seller’s Representations and Warranties .

7.3.1 Right to Update . Prior to the Closing Date, Seller may notify Purchaser in writing of any facts, conditions or circumstances which come to Seller’s knowledge that render any of the representations and warranties set forth in herein in any way inaccurate, incomplete, incorrect or misleading. If any updated representation or warranty has a material adverse effect on the current use of the Property or Seller’s ability to consummate the transaction contemplated by this Contract (excluding any updates that are the result of any action or omission by Purchaser, those that were previously approved by Purchaser, those resulting from or based on a condition, state of facts or other matter which was known to Purchaser prior to such update, and those based on information otherwise contained in the Property Information), Purchaser’s sole remedy as a result thereof shall be the right to terminate this Contract by giving written notice thereof to Seller, and thereupon the Earnest Money shall be refunded to Purchaser and neither party shall have any further rights or obligations, hereunder, except for those that expressly survive termination of this Contract.

7.3.2 Survival of Seller’s Representations and Warranties . The representations and warranties of Seller set forth in Section 7.1 hereof shall survive Closing for a period of ], at which time they shall be merged with the Deed. Seller shall have no liability to Purchaser for a breach of any representation or warranty unless (a) the valid claims for all such breaches collectively aggregate more than Dollars ($ .00), in which event the full amount of such valid claims shall be actionable, up to the Maximum Liability Cap (as defined below), and (b) written notice containing a description of the specific nature of such breach shall have been given by Purchaser to Seller prior to the expiration of said nine (9) month period. No claim for a breach of any representation or warranty of Seller shall be actionable or payable if the breach in question results from or is based on a condition, state of facts or other matter which was known to Purchaser prior to Closing. Purchaser

is charged with knowledge of any fact contained in the Property Information, whether actually known to Purchaser or not. This Section 7.3.2 shall survive Closing. In no event shall any Seller’s Representatives have any personal liability to Purchaser for the breach or inaccuracy of any representation or warranty or for the non-performance of any covenant contained in this Contract.

7.4 Purchaser’s Representations and Warranties . Purchaser represents to Seller that as of the Effective Date and as of Closing:

7.4.1 Organization . If a corporation or partnership, Purchaser is duly formed, validly existing and in good standing under the laws of the state of its organization, and is or will be by the Closing Date duly qualified to transact business in the state in which the Property is situated.

7.4.2 Authority . Purchaser has all the requisite power and authority, has taken all actions required by its organizational documents and applicable law, and has obtained all necessary consents, to execute and deliver this Contract and to consummate the transactions contemplated in this Contract. The person signing this Contract on behalf of Purchaser is authorized to do so.

7.4.3 Terrorist Organizations Lists . To Purchaser’s knowledge, Purchaser is not acting, directly or indirectly, for or on behalf of any person named by the United States Treasury Department as a Specially Designated National and Blocked Person, or for or on behalf of any person designated in Executive Order 13224 as a person who commits, threatens to commit, or supports terrorism. To Purchaser’s knowledge, Purchaser is not engaged in the transaction contemplated by this Contract directly or indirectly on behalf of, or facilitating such transaction directly or indirectly on behalf of, any such person.

7.5 Seller’s Covenants . Seller agrees that during the period from the Effective Date through the Closing Date, or earlier termination of this Contract, Seller will perform the following covenants:

7.5.1 Seller shall use commercially reasonable efforts to operate and maintain the Property in a manner generally consistent with the manner in which Seller has operated and maintained the Property prior to the date hereof.

7.5.2 Prior to Seller’s execution of (i) any new Lease or (ii) any amendment, renewal or expansion of an existing Lease between the Effective Date and the Closing Date, Seller will submit to Purchaser a copy thereof (or, in the alternative, a letter of intent or proposal detailing the material terms thereof), including any Tenant Inducement Costs (hereinafter defined) and leasing commissions to be incurred in connection therewith. Purchaser agrees to notify Seller in writing within five (5) Business Days after its receipt thereof of either its approval or disapproval thereof. In the event Purchaser informs Seller within such five (5) Business Day period that Purchaser does not approve the proposed transaction, which approval prior to two (2) Business Days before the expiration of the Inspection Period shall not be unreasonably withheld, Seller shall nonetheless have the right to enter into said transaction. Notwithstanding the foregoing,

from and after the second (2nd) Business Day prior to the expiration of the Inspection Period, Purchaser shall have the right to consent to those matters listed in subsection (i)-(ii) above, which consent shall be in Purchaser’s sole and absolute discretion. In the event Purchaser fails to notify Seller in writing of its approval or disapproval within the five (5) Business Day period set forth above, Purchaser shall be deemed to have disapproved the proposed transaction. A Closing, Purchaser shall reimburse Seller for any Tenant Inducement Costs and leasing commissions (paid to a third party leasing agent or broker) incurred by Seller in connection with or pursuant to any amendment, renewal, expansion of an existing Lease or new Lease entered into on or after the Effective Date.

7.5.3 Seller shall not affirmatively encumber the Property, except for any new Leases (or amendments to existing Leases) executed in accordance with the terms of this Contract or as otherwise required by court order or as required by law.

7.5.4 To the extent Seller receives actual notice thereof, Seller will advise Purchaser of any litigation or any arbitration proceeding or any administrative hearing (including condemnation) before any governmental agency which is instituted against Seller after the Effective Date and affects the Property in any material manner.

7.5.5 Seller will terminate, effective as of Closing, all supply or service contracts and property management and leasing agreements affecting the Real Property.

7.5.6 Seller shall obtain and deliver to Purchaser, three (3) Business Days prior to the Closing Date, “Estoppel Certificates” (herein so called) executed by tenants under the Leases who comprise seventy percent (70%) of the leased square footage of the Improvements, which must include , in substantially the form attached hereto as Exhibit G, or, alternatively, in the form required by the respective tenant’s lease; provided, however, notwithstanding anything to the contrary contained in this Contract, Seller’s failure to provide an Estoppel Certificate from such tenants shall not be deemed a default hereunder. Purchaser’s sole remedy for Seller’s failure to obtain the Estoppel Certificates required pursuant to this Section 7.5.6 by the date set forth above shall be to terminate this Contract and receive the Earnest Money from the Title Company. The completed forms of Estoppel Certificates shall be prepared by Seller and submitted to Purchaser and Purchaser’s counsel, for Purchaser review and approval, prior to distribution to the tenants, and Purchaser shall have two (2) Business Days to review the forms of Estoppel Certificates and to provide Seller with any corrections thereto; provided however, that Seller and Purchaser agree that such review does not impair Purchaser’s right to reject any tenant estoppel certificate subsequently tendered pursuant hereto if it contains any material changes or disclosures, as reasonably determined by Purchaser, that are not expressly set forth in the applicable Lease documents.

7.5.7 If requested by Purchaser, Seller shall, at no cost to Seller, deliver to tenants a written subordination, non-disturbance and attornment agreement in the form provided to Seller by Purchaser (the “Requested SNDA”), and Seller shall request that any such tenants receiving the Requested SNDA deliver to Seller the number of executed

copies requested by Purchaser. If Seller receives any executed Requested SNDAs, then Seller shall deliver same to Purchaser following Seller’s receipt thereof.

7.5.8 Seller shall, at no cost to Seller, deliver an estoppel certificate to each party to a CC&R or reciprocal easement agreement affecting the Real Property, substantially in the form attached hereto as Exhibit N (the “Third-Party Estoppels”), which shall be prepared and delivered to Seller by Purchaser, and Seller shall request that any such party receiving a Third-Party Estoppel deliver to Seller an executed copy thereof. Following Seller’s receipt of any executed Third Party Estoppel, Seller shall deliver a copy thereof to Purchaser. Failure to deliver the Third-Party Estoppels to Purchaser by the Closing Date shall not be a condition precedent to Purchaser’s obligation to close the transaction contemplated by this Contract.

8. “AS IS” SALE .

8.1 PURCHASER HEREBY ACKNOWLEDGES AND AGREES THAT THE SALE OF THE PROPERTY HEREUNDER IS AND WILL BE MADE ON AN “AS IS, WHERE IS AND WITH ALL FAULTS” BASIS (EXCEPT FOR THE EXPRESS REPRESENTATIONS CONTAINED IN THIS CONTRACT, THE SPECIAL WARRANTY OF TITLE SET FORTH IN THE SPECIAL WARRANTY DEED AND THE EXPRESS REPRESENTATIONS CONTAINED IN THE DOCUMENTS EXECUTED BY SELLER AT CLOSING). THE OCCURRENCE OF CLOSING SHALL CONSTITUTE AN ACKNOWLEDGMENT BY PURCHASER THAT THE PROPERTY WAS ACCEPTED WITHOUT REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED (EXCEPT FOR THE EXPRESS REPRESENTATIONS CONTAINED IN THIS CONTRACT, THE SPECIAL WARRANTY OF TITLE SET FORTH IN THE SPECIAL WARRANTY DEED AND THE EXPRESS REPRESENTATIONS CONTAINED IN THE DOCUMENTS EXECUTED BY SELLER AT CLOSING).

8.2 EXCEPT FOR THE WRITTEN REPRESENTATIONS SPECIFICALLY SET FORTH IN THIS CONTRACT AND THE EXPRESS REPRESENTATIONS CONTAINED IN THE DOCUMENTS EXECUTED BY SELLER AT CLOSING, SELLER HEREBY SPECIFICALLY NEGATES AND DISCLAIMS ANY FURTHER REPRESENTATIONS, WARRANTIES OR GUARANTIES OF ANY KIND OR CHARACTER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT, FUTURE OR OTHERWISE, OF, AS TO, CONCERNING OR WITH RESPECT TO THE PROPERTY, INCLUDING WITHOUT LIMITATION (I) THE NATURE AND CONDITION OF THE PROPERTY AND THE SUITABILITY THEREOF FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY ELECT TO CONDUCT THEREON, (II) THE NATURE AND EXTENT OF ANY RIGHT-OF-WAY, LEASE, POSSESSION, LIEN, ENCUMBRANCE, LICENSE, RESERVATION, CONDITION OR ANY OTHER MATTER RELATING IN ANY WAY TO THE PROPERTY, (III) THE COMPLIANCE OF THE PROPERTY OR ITS OPERATION WITH ANY LAWS, ORDINANCES OR REGULATIONS OF ANY GOVERNMENT OR OTHER AUTHORITY OR BODY, (IV) THE EXISTENCE OF ANY TOXIC OR HAZARDOUS SUBSTANCE OR WASTE IN, ON, UNDER THE SURFACE OF OR ABOUT THE PROPERTY, (V) GEOLOGICAL CONDITIONS, INCLUDING, WITHOUT LIMITATION, SUBSIDENCE, SUBSURFACE CONDITIONS, WATER TABLE, UNDERGROUND WATER RESERVOIRS, LIMITATIONS REGARDING

THE WITHDRAWAL OF WATER AND FAULTING, (VI) WHETHER OR NOT AND TO THE EXTENT TO WHICH THE PROPERTY OR ANY PORTION THEREOF IS AFFECTED BY ANY STREAM (SURFACE OR UNDERGROUND), BODY OF WATER, FLOOD PRONE AREA, FLOODPLAIN, FLOODWAY OR SPECIAL FLOOD HAZARD, (VII) DRAINAGE, (VIII) ZONING OR LAND USE RESTRICTIONS RULES AND REGULATIONS TO WHICH THE PROPERTY OR ANY PORTION THEREOF MAY BE SUBJECT, (IX) THE AVAILABILITY OF ANY UTILITIES TO THE PROPERTY OR ANY PORTION THEREOF INCLUDING, WITHOUT LIMITATION, WATER, SEWAGE, GAS AND ELECTRIC AND INCLUDING THE UTILITY AVAILABILITY CAPACITIES ALLOCATED TO THE PROPERTY BY THE RELEVANT GOVERNMENTAL OR REGULATORY AUTHORITY, (X) USAGES OF ADJOINING PROPERTY, (XI) ACCESS TO THE PROPERTY OR ANY PORTION THEREOF, (XII) THE VALUE, COMPLIANCE WITH THE PLANS AND SPECIFICATIONS, SIZE, LOCATION, AGE, USE, DESIGN, QUALITY, DESCRIPTION, DURABILITY, STRUCTURAL INTEGRITY, OPERATION, LEASING, TITLE TO, OR PHYSICAL OR FINANCIAL CONDITION OF THE PROPERTY OR ANY PORTION THEREOF, OR ANY INCOME, EXPENSES, CHARGES, LIENS, ENCUMBRANCES, RIGHTS OR CLAIMS ON OR AFFECTING OR PERTAINING TO THE PROPERTY OR ANY PART THEREOF, (XIII) THE POTENTIAL FOR FURTHER DEVELOPMENT OF THE PROPERTY, OR (XIV) THE MERCHANTABILITY OF THE PROPERTY OR FITNESS OF THE PROPERTY FOR ANY PARTICULAR PURPOSE (PURCHASER AFFIRMING THAT PURCHASER HAS NOT RELIED ON SELLER’S SKILL OR JUDGMENT TO SELECT OR FURNISH THE PROPERTY FOR ANY PARTICULAR PURPOSE, AND THAT SELLER MAKES NO WARRANTY THAT THE PROPERTY IS FIT FOR ANY PARTICULAR PURPOSE).

8.3 PURCHASER FURTHER ACKNOWLEDGES THAT THE INFORMATION PROVIDED AND TO BE PROVIDED WITH RESPECT TO THE PROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES AND SELLER (A) HAS NOT MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND(B) HAS NOT MADE ANY EXPRESS OR IMPLIED, ORAL OR WRITTEN, REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION, EXCEPT AS SPECIFICALLY SET FORTH HEREIN.

8.4 PURCHASER AGREES THAT IT HAS EXAMINED AND INVESTIGATED THE PROPERTY PRIOR TO EXECUTION HEREOF OR THAT IT WILL INVESTIGATE THE PROPERTY PRIOR TO THE EXPIRATION OF THE INSPECTION PERIOD AND THAT IN PURCHASING THE PROPERTY, EXCEPT FOR PURCHASER’S RELIANCE ON SELLER'S REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS CONTRACT, PURCHASER WILL RELY SOLELY UPON ITS INDEPENDENT EXAMINATION, STUDY, INSPECTION AND KNOWLEDGE OF THE PROPERTY, AND PURCHASER IS RELYING SOLELY UPON ITS OWN EXAMINATION, STUDY, INSPECTION, AND KNOWLEDGE OF THE PROPERTY AND PURCHASER’S DETERMINATION OF THE VALUE OF THE PROPERTY AND USES TO WHICH THE PROPERTY MAY BE PUT, AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER.

8.5 PURCHASER AGREES TO PAY FOR AND HAS MADE OR CAUSED TO BE MADE ALL INSPECTIONS, INVESTIGATIONS AND ANALYSES NECESSARY OR

APPROPRIATE FOR THE PURPOSE OF DETERMINING COMPLIANCE OR NON- COMPLIANCE BY THE PROPERTY WITH ALL BUILDING, HEALTH, ENVIRONMENTAL, ZONING AND LAND USE LAWS, ORDINANCES, RULES AND REGULATIONS.

8.6 EXCEPT WITH RESPECT TO ANY BREACH OF SELLER'S REPRESENTATIONS OR WARRANTIES EXPRESSLY SET FORTH IN SECTION 7.1 OF THIS CONTRACT, AND SUBJECT TO THE TERMS AND CONDITIONS OF SECTION 15.14 BELOW, PURCHASER HEREBY EXPRESSLY ASSUMES ALL RISKS, LIABILITIES, CLAIMS, AND DAMAGES (BOTH PARTIES HERETO AGREEING THAT SELLER SHALL BE LIABLE FOR ACTUAL DAMAGES [SUBJECT TO THE TERMS AND CONDITIONS OF SECTION 15.14] FOR ANY BREACH OF SELLER’S REPRESENTATIONS OR WARRANTIES EXPRESSLY SET FORTH IN SECTION 7.1 OF THIS CONTRACT BUT NOT FOR ANY SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES) RESULTING OR ARISING FROM OR RELATED TO THE OWNERSHIP, USE, CONDITION, LOCATION, MAINTENANCE, REPAIR OR OPERATION OF THE PROPERTY. THE FOREGOING LIMITATIONS SHALL NOT APPLY TO SELLER FRAUD, EXCEPT WITH RESPECT TO ANY BREACH OF SELLER’S REPRESENTATIONS OR WARRANTIES EXPRESSLY SET FORTH IN SECTION 7.1 OF THIS CONTRACT, WHICH SHALL BE SUBJECT TO THE TERMS AND CONDITIONS OF SECTION 15.14. AND EXCEPT TO THE EXTENT OF SELLER FRAUD, WHICH SHALL NOT BE SUBJECT TO THE TERMS AND CONDITIONS OF SECTION 15.14, PURCHASER ACKNOWLEDGES THAT ANY CONDITION OF THE PROPERTY WHICH PURCHASER DISCOVERS PRIOR TO OR AFTER THE CLOSING DATE SHALL BE AT PURCHASER’S SOLE EXPENSE AND PURCHASER EXPRESSLY WAIVES AND RELEASES SELLER AND SELLER’S AGENTS AND REPRESENTATIVES FROM ANY CLAIMS UNDER FEDERAL LAW, STATE OR OTHER LAW, WHETHER KNOWN OR UNKNOWN, PAST, PRESENT OR FUTURE, THAT PURCHASER MIGHT OTHERWISE HAVE AGAINST SELLER OR SELLER’S AGENTS AND/OR REPRESENTATIVES RELATING TO THE PHYSICAL CHARACTERISTICS OR CONDITION OF THE PROPERTY INCLUDING THE ENVIRONMENTAL CONDITION OF THE PROPERTY. PURCHASER ACKNOWLEDGES THAT THE PURCHASE PRICE REFLECTS THE “AS- IS” NATURE OF THIS SALE AND ANY FAULTS, LIABILITIES, DEFECTS OR OTHER ADVERSE MATTERS THAT MAY BE ASSOCIATED WITH THE PROPERTY. PURCHASER HAS FULLY REVIEWED THE DISCLAIMERS AND WAIVERS SET FORTH IN THIS CONTRACT WITH ITS COUNSEL AND UNDERSTANDS THE SIGNIFICANCE AND EFFECT THEREOF.

8.7 THE PROVISIONS OF THIS SECTION 8 SHALL SURVIVE THE TERMINATION OF THIS CONTRACT AND THE CLOSING.

9. CLOSING .

9.1 Closing Date . The consummation of this transaction (the “Closing”) will take place at the offices of the Title Company, or at such other location upon which Seller andPurchaser mutually agree, before 2:00 p.m. (Central Time), on “Closing Date”), unless Seller and Purchaser mutually agree to an earlier or later date.

(the

9.2 Seller’s Obligations at the Closing . At the Closing, Seller will do, or cause to be done, the following:

9.2.1 Documents . Seller will execute, acknowledge (if necessary), and deliver the following documents:

9.2.1.1 Special Warranty Deed in the form and substance of Exhibit H (the “Deed”);

9.2.1.2 Assignment of Landlord's Interest in Leases in the form and substance of Exhibit I ;

9.2.1.3 Blanket Conveyance, Bill of Sale, and Assignment in the form and substance of Exhibit J ;

9.2.1.4 Certificate of Non-Foreign Status in the form and substance of Exhibit K;

9.2.1.5 Notification of change of ownership in the form and substance of Exhibit L;

9.2.1.6 An ALTA statement or Owner’s Affidavit and a gap undertaking, if required by the Title Company, in order for the Title Company to issue the Title Policy (defined below) in a form reasonably acceptable to Seller; and

9.2.1.7 A settlement statement showing the application of the Earnest Money against the Purchase Price, the allocation of the closing costs and other prorations and closing adjustments set forth in this Contract, all consistent with the terms and conditions of this Contract.

9.2.2 Title Policy . Subject to payment of the title premium as described in Section 9.4.1, Seller will cause the Title Company to issue to Purchaser an ALTA owner’s title insurance policy in the amount of the Purchase Price, without exception for mechanics’ liens, subject to the Permitted Exceptions, the Leases and the standard printed exceptions (which standard exceptions may be modified in a manner acceptable to Title Company and Purchaser, provided that any additional premiums or charges relating to such modifications or any requested endorsements will be at Purchaser’s sole expense) (the “Title Policy”).

9.2.3 Original Documents . Seller will deliver to Purchaser originals within Seller’s possession (or in the possession of Seller’s property manager) of all items enumerated in Sections 6.1 and 6.2 of this Contract.

9.2.4 Possession . Seller will deliver possession of the Property (including all keys, access codes and other passwords related to the Property in Seller’s possession or control), subject to the Leases and Permitted Exceptions.

9.2.5 Additional Documents . Seller will execute and deliver or obtain for delivery to Title Company any other instruments reasonably necessary to consummate the sale of the Property pursuant to this Contract, including, by way of example, evidence of the authority of the party executing instruments on behalf of Seller.

9.2.6 Costs . Seller will pay all costs allocated to Seller pursuant to Section 9.4 of this Contract.

9.3 Purchaser’s Obligations at the Closing . At the Closing, Purchaser will do, or cause to be done, the following:

9.3.1 Payment of Consideration . Purchaser will timely pay to Seller the Purchase Price, as adjusted in accordance with the provisions of this Contract, and shall execute and deliver counterparts of the documents requiring Purchaser’s signature set forth in Section 9.2 above.

9.3.2 Additional Documents . Purchaser will execute and deliver or obtain for delivery to the Title Company any instruments reasonably necessary to consummate the sale of the Property pursuant to this Contract, including, by way of example, closing statements, and evidence of the authority of the party executing instruments on behalf of Purchaser.

9.3.3 Costs . Purchaser will pay all costs allocated to Purchaser pursuant to Section 9.4 of this Contract.

9.4 Costs and Adjustments at Closing .

9.4.1 Expenses . Seller will pay for the title examination fees and fifty percent (50%) of the basic Title Policy premium, all transfer and documentary taxes and one-half of the escrow fees charged by the Title Company. Seller shall also pay for the costs of providing the Survey pursuant to Section 5.1(iii), and Purchaser shall pay for any costs incurred to update the Survey after such delivery. Purchaser will also be responsible for the recording fees, fifty percent (50%) of the basic Title Policy premium and one-half of the escrow fees charged by the Title Company. Seller and Purchaser will be responsible for the fees and expenses of the irrespective attorneys. Purchaser shall be solely responsible for the costs of any Title Policy endorsements issued with the Title Policy and for the costs attributable to any requested modifications to the standard printed exceptions.

9.4.2 Real Estate Taxes . All consolidated real estate taxes which become delinquent in the calendar year in which the Closing Date occurs shall be treated as though all are current taxes and shall be prorated as of the Closing Date, based upon a calendar year, as is usual and customary in Douglas County, Nebraska. All consolidated real estate taxes becoming delinquent in all calendar years prior to the Closing Date shall be paid by Seller at or prior to the Closing Date. Seller shall pay all special assessments against the Property for public improvements completed or commenced prior to Closing, whether or not levied or assessed prior to Closing, shall be the obligation of and shall be paid in full by Seller. If such special assessments have not been levied or assessed prior

to Closing, then Seller’s obligation to pay such special assessments as soon as they have been levied and assessed shall survive Closing; and Seller shall pay such special assessments in full as soon as they have been levied and assessed. There shall be no further proration of real estate taxes, personal property taxes and municipal assessments against the Property for purposes of this Contract, before or after the Closing Date, notwithstanding other provisions of this Contract relating to the proration of expenses. Seller reserves the right to pursue any appeal of ad valorem taxes or assessments filed on or prior to the Effective Date. Seller shall be entitled to any refund or reduction of taxes attributable to any time period prior to Closing. The provisions of this Section 9.4.2 will survive Closing.

9.4.3 Rents . All rents, additional rents and other sums payable under the Leases for the month of Closing will be prorated as of 11:59 p.m. on the day preceding the Closing Date. All rents, percentage rents, operating expenses, common area charges, real estate taxes and other costs or charges paid by tenants under the Leases after the Closing will be applied first to current rents, then to delinquent rents accrued post-Closing, then to the month of Closing pro-rated between Seller and Purchaser, and finally to pre-Closing delinquent rents. Any amounts that are to be applied to periods prior to Closing will be delivered by Purchaser to Seller within thirty (30) days after receipt, net of any reasonable costs incurred by Purchaser in collecting such amounts (including, without limitation, attorneys’ fees). Purchaser will have no obligation to institute any litigation to collect delinquent rents or other amounts owed to Seller, except that (i) Purchaser shall use commercially reasonable efforts to obtain same, and (ii) Seller shall be entitled to reasonable access to Purchaser’s books and records after Closing to review the status of collection of such delinquent rents. Seller will not exercise any right to collect such amounts until, in Seller’s reasonable judgment, Seller has determined that Purchaser’s efforts will not result in collection thereof, in which event Seller may institute suit for collection, provided Seller may not seek termination of any lease or eviction of any tenant. The provisions of this Section 9.4.3 will survive Closing.

9.4.4 Security Deposits and Utility Deposits . Seller will pay to Purchaser, in cash at Closing or as a credit against the Purchase Price, the amount of any security deposits held by Seller pursuant to the Leases. Seller shall be entitled to retain all utility deposits to the extent all payments to such utilities are current. Seller shall reasonably cooperate with Purchaser, at Purchaser’s cost, with respect to the transfer of utilities.

9.4.5 Tenant Inducement Costs and Leasing Commissions . Purchaser shall be responsible for the payment of all of the following Tenant Inducement Costs and leasing commissions: (a) those specifically identified as Purchaser’s obligation on Exhibit M attached hereto; (b) those arising from a new Lease or existing Lease amendment, renewal or extension entered into after the Effective Date; and (c) those arising from the exercise by a tenant on or after the Effective Date of a right under an existing Lease. Seller shall be responsible for the payment of all of the following Tenant Inducement Costs and leasing commissions: (i) those specifically identified as Seller’s obligation on Exhibit M; and (ii) those payable pursuant to a Lease or Lease amendment, renewal or extension executed prior to the Effective Date and not the responsibility of Purchaser as provided above. For purposes hereof, the term “Tenant Inducement Costs”

shall mean any payments required under a Lease to be paid by the landlord thereunder to or for the benefit of the tenant thereunder which is in the nature of a tenant inducement, including specifically, without limitation, tenant improvement costs, lease buyout costs (other than those accruing as a result of a buyout option executed by Purchaser after the Closing Date, which buyout costs shall be Purchaser’s sole and exclusive responsibility), moving, design, refurbishment and club membership allowances, but specifically excluding legal fees or loss of income resulting from any free rental period (it being agreed that Seller shall bear the loss resulting from any free rental period until the Closing Date and that Purchaser shall bear such loss from and after the Closing Date). If, as of the Closing Date, Seller shall have paid any Tenant Inducement Costs or leasing commissions for which Purchaser is responsible pursuant to this Section 9.4.5, Seller shall be credited with an amount equal to such Tenant Inducement Costs and leasing commissions. If, as of the Closing Date, Seller shall not have paid any Tenant Inducement Costs or leasing commissions for which Seller is responsible to have paid prior to the Closing Date in accordance with the provisions of this Section 9.4.5, Purchaser shall be credited with an amount equal to such Tenant Inducement Costs and leasing commissions and Purchaser shall assume the obligation to pay the same.

9.4.6 Other Income and Expenses . Except as otherwise expressly stated herein, all other income and ordinary operating expenses for or pertaining to the Property, including, but not limited to, public utility charges, maintenance and service charges, will be prorated as of 11:59 p.m. on the day preceding the Closing Date.

9.4.7 Adjustment . To the extent that errors are discovered in, or additional information becomes available with respect to, the prorations and allocations made at Closing, Seller and Purchaser agree to make such post-Closing adjustments as may be necessary to correct any inaccuracy; however, all prorations will be final within one hundred eighty (180) days after Closing, except for prorations and allocations of ad valorem taxes and tenant reimbursables and for prorations as described in the following sentence or allocations that have been specifically identified as disputed and are then currently in dispute. In addition, within one hundred fifty (150) days after the close of the year(s) used in calculating tenant reimbursables (where such year(s) include(s) the Closing Date), Seller and Purchaser shall, upon the written request of either, re-prorate on a fair and equitable basis in order to adjust for the effect of any credits or payments due to or from tenants for periods prior to the Closing Date. All prorations shall be made based on the number of calendar days in such year or month, as the case may be.

9.5 Closing Conditions .

9.5.1 Purchaser’s Closing Conditions . The obligations of Purchaser under this Contract are contingent upon each of Purchaser's following conditions being satisfied, or waived by Purchaser, on or before the Closing Date:

9.5.1.1 Representations and Warranties . On the Closing Date, each of the representations and warranties of Seller in Section 7.1 shall be true and correct in all material respects as if the same were made on the Closing Date, subject to Seller’s right to update such representations and warranties pursuant to

Section 7.3.1 above and as qualified by the Property Information, as set forth in Section 7.3.2 above.

9.5.1.2 Performance by Seller . By the Closing Date, Seller shall have performed all covenants and obligations in all material respects and complied with all material conditions required by this Contract to be performed or complied with by Seller.

9.5.1.3 Condition of Property . The Real Property is in substantially the same condition as of the Effective Date, subject to normal wear and tear and the terms of Sections 11.2 and 11.3.

9.5.1.4 Title Insurance . The Title Company shall be unconditionally and irrevocably prepared to issue Purchaser the Title Policy.

9.5.1.5 Property Management Agreement . Seller shall have terminated its management and leasing agreements, if any, affecting the Property.

9.5.1.6 Service Contracts . Seller shall have terminated any and all supply, service and maintenance contracts and equipment leases regarding the Property.

9.5.1.7 Tenant Estoppel Certificates . Seller shall have delivered to Purchaser tenant estoppels in compliance with Section 7.5.6 .

9.5.1.8 No Lease Default or Termination . There shall be no default under the lease agreements, and none of the foregoing tenants shall have terminated, or given notice of intent to terminate, its lease.

If any conditions in this Section 9.5.1 have not been satisfied on or before the Closing Date, then Purchaser may terminate this Contract by providing written notice to Seller on or before the Closing Date and receive a refund of the Earnest Money (less the Independent Contract Consideration), in which case neither party shall have any further obligations under this Contract except for any obligations that specifically survive termination of this Contract. If Purchaser does not timely and properly terminate this Contract or proceeds to Closing despite the failure of a condition, then Purchaser is deemed to have waived that condition. The conditions in this Section 9.5.1 are specifically stated and for the sole benefit of Purchaser. Purchaser in its discretion may unilaterally waive (conditionally or absolutely) the fulfillment of any one or more of the conditions, or any part thereof, by written notice to Seller.

9.5.2 Seller’s Closing Conditions . The obligations of Seller under this Contract are contingent upon each of Seller’s following conditions being satisfied, or waived by Seller, on or before the Closing:

9.5.2.1 Representations and Warranties . On the Closing Date, each of the representations and warranties of Purchaser in Section 7.4 shall be true and correct in all material respects as if the same were made on the Closing Date.

9.5.2.2 Performance by Purchaser . By the Closing Date, the Purchaser shall have performed all covenants and obligations in all material respects and complied with all material conditions required by this Contract to be performed or complied with by Purchaser.

10. REMEDIES.

10.1 Default by Seller . Except as specifically provided elsewhere in this Contract, in the event that Seller fails to consummate this Contract or if Seller fails to perform any of Seller’s other material obligations hereunder either prior to or at the Closing and such failure or refusal results from any reason other than the termination of this Contract by Seller or Purchaser pursuant to a right to terminate expressly set forth in this Contract or Purchaser’s failure to perform Purchaser’s obligations under this Contract, Purchaser may as its only remedies (i) terminate this Contract by giving written notice thereof to Seller prior to or at the Closing, in which event Purchaser will be entitled to a return of the Earnest Money (less the Independent Contract Consideration) free and clear of any claims by the Seller or any other party or (ii) enforce specific performance of Seller’s duties and obligations under this Contract, provided that the right to enforce specific performance shall not require Seller to remove any title encumbrances except for Monetary Liens; provided, however, if Purchaser terminates this Contract pursuant to this Section 10.1 and such termination was the result of (a) Seller’s willful failure to comply with a material obligation set forth in Section 9.2.1, (b) Seller’s willful failure to close the transaction contemplated by this Contract, (c) Seller’s failure to remove Monetary Liens on or prior to Closing as set forth in Section 5.3 of this Contract or (d) a discovery, after the Inspection Period, of either (i) an intentional misrepresentation by Seller of a representation or warranty made by Seller in Section 7.1 of this Contract, that is material and was based on information known to Seller as of the Effective Date, subject to any updates of such representation or warranty pursuant to Section 7.3.1, or (ii) a breach of a representation or warranty of Seller due to a breach by Seller of any material obligation set forth in Section 7.5.2 or Section 7.5.3 then Seller shall reimburse Purchaser for Purchaser’s third party costs incurred in connection with the transactions contemplated herein (provided that the maximum aggregateamount of such reimbursement shall be Dollars [$ ]). In theevent Purchaser fails to file an action for specific performance of this Contract on or before ninety (90) days after the date of such non-performance, Purchaser shall be deemed to have elected to proceed under clause (i) above and shall be deemed to have waived its right to enforce specific performance of this Contract. Purchaser’s remedies after Closing with respect to any Seller representations are limited solely to the remedies set forth in Section 15.15, as qualified by Section 7, Section 8 and Section 15. 14 .

10.2 Default by Purchaser . In the event that Purchaser fails to perform any of Purchaser’s material obligations hereunder either prior to or at Closing including, without limitation, Purchaser’s failure to consummate the purchase of the Property pursuant to this Contract and if such failure results from any reason other than termination of this Contract by Purchaser pursuant to a right to terminate expressly set forth in this Contract or Seller’s failure to perform Seller's material obligations under this Contract, then Seller, as Seller’s sole and exclusive remedy, will have the right to terminate this Contract by giving written notice thereof to Purchaser, whereupon neither party thereto will have any further rights or obligations hereunder, except (i) that Purchaser authorizes the Title Company to pay to Seller as liquidated

damages, and as its sole and exclusive remedy, the Earnest Money and Title Company will deliver the Earnest Money to Seller free of any claims by Purchaser or any other person with respect thereto and (ii) for provisions which survive Closing by their terms. It is agreed that the amount to which the Seller is entitled under this Section 10.2 is a reasonable forecast of just compensation for the harm that would be caused by Purchaser’s breach and that the harm that would be caused by such breach is one that is incapable or very difficult of accurate estimation. The indemnifications and other specific obligations of Purchaser elsewhere contained in this Contract shall not be limited by this Section 10.2. Seller’s remedies for Purchaser’s default after Closing of its obligations under this Contract that expressly survive Closing shall be those allowed by law.

10.3 Fees . In the event either party to this Contract commences legal action of any kind to enforce the terms and conditions of this Contract, the prevailing party in such litigation will be entitled to collect from the other party all costs, expenses and attorneys' fees incurred in connection with such action. This Section 10 shall survive Closing or earlier termination of this Contract.

11. RISK OF LOSS, DESTRUCTION, AND CONDEMNATION .

11.1 Risk of Loss . Risk of loss for damage to the Property, or any part thereof, by fire or other casualty from the Effective Date of this Contract through the Closing Date will be on Seller. Upon Closing, full risk of loss with respect to the Property will pass to Purchaser.

11.2 Casualty .

11.2.1 Major Damage . If, prior to Closing, the Property, or any portion thereof, is damaged by fire, or any other cause of whatsoever nature, Seller will promptly give Purchaser written notice of such damage. If the cost for repairing such damage, in thereasonable judgment of Seller, exceeds [ Dollars($ )]. Purchaser will have the option, exercisable by written notice delivered to Seller within five (5) days of Seller’s notice of damage to Purchaser, either (i) to require Seller to convey the Property to Purchaser, in its damaged condition, without reduction of the Purchase Price, and to assign to Purchaser all of Seller’s right, title and interest in and to any claims Seller may have under the property insurance policies covering the Property, in which event Seller will pay to Purchaser the amount of any deductible under the applicable insurance policies, but Seller will have no further liability or obligation to repair or replace the Property, or (ii) to terminate this Contract. If Purchaser elects to terminate this Contract, the Earnest Money less the Independent Contract Consideration shall be returned to Purchaser, and thereafter neither party hereto will have any further duties or obligations hereunder except under provisions which survive Closing or earlier termination of this Contract by their terms.

11.2.2 Minor Damage . If the cost for repairing such damage will, in thereasonable judgment of Seller, not exceed [ Dollars($ )], then Seller shall convey the Property to Purchaser on the Closing Date in its damaged condition, without reduction of the Purchase Price except that Purchaser shall receive a credit for any deductible under applicable insurance policies, and assign to Purchaser all of Seller’s right, title and interest in and to any claims Seller may have

under the property insurance policies covering the Property (less amounts expended by Seller related to the casualty prior to Closing), in which event Seller will have no further liability or obligation to repair or replace the Property except under provisions which survive Closing or earlier termination of this Contract by their terms.

11.3 Condemnation . If during the pendency of this Contract and prior to Closing, condemnation proceedings are commenced with respect to all or any material portion of the Property, Purchaser may, at Purchaser’s election, terminate this Contract by written notice to Seller within five (5) days after Purchaser has been notified of the commencement of condemnation proceedings. In the event of such termination, the Earnest Money less the Independent Contract Consideration will be promptly refunded to Purchaser and, thereafter, neither party will have any further duties or obligations hereunder except under provisions which survive Closing or earlier termination of this Contract by their terms. If Purchaser does not exercise such right to terminate within the period prescribed, then Seller shall transfer to Purchaser its right to appear and to defend Seller’s interests in the Property in such condemnation proceedings, and any award in condemnation will become the property of Purchaser; provided, however, the Closing shall not be delayed by reason of any such proceedings and the Purchase Price shall not be reduced as a result thereof. A condemnation is “material” if any portion of the Improvements are taken or if any portion of the Land is taken which would materially affect access to the Improvements or cause the Real Property not to comply with applicable law.

12. REAL ESTATE COMMISSIONS AND FEES .

Seller represents and warrants to Purchaser that Seller has not contacted or entered into any written agreement with any real estate broker, agent, finder, or any party in connection with this transaction except for (“Broker”). Seller will be solely responsible for the payment of Broker’s commission in accordance with the provisions of a separate agreement. Purchaser hereby represents and warrants to Seller that Purchaser has not contracted or entered into any agreement with any real estate broker, agent, finder, or any party in connection with this transaction. Each party hereby indemnifies and agrees to hold the other party harmless from any loss, liability, damage, cost, or expense (including, without limitation, reasonable attorneys’ fees) paid or incurred by the other party by reason of a breach of the representation and warranty made by such indemnifying party under this Section 12. Notwithstanding anything to the contrary contained herein, the indemnities set forth in this Section 12 will survive the Closing or earlier termination of this Contract.

13. NOTICES .

13.1 Written Notice . All notices, demands and requests which may be given or which are required to be given by either party to the other party under this Contract must be in writing.

13.2 Method of Transmittal . All notices, demands and requests required to be in writing must be sent by (a) certified or registered mail, postage fully prepaid, return receipt requested, in which case notice shall be deemed given and received three (3) Business Days after deposit in the U.S. mail, (b) a nationally recognized overnight courier service, in which case notice shall be deemed given and received one (1) Business Day after deposit with such courier for next business day delivery, (c) electronic mail (followed with “hard copy”' sent by a

nationally recognized overnight courier or mail as aforesaid), in which case notice shall be deemed given and received when the email is received, provided such receipt occurs before 6:00 p.m. Houston, Texas time on a Business Day or (d) personal delivery with receipt acknowledged in writing, in which case notice shall be deemed given and received upon delivery. Notices may be served as herein provided upon the parties by either a party or its attorneys, with notice sent from either one of them being sufficient.

13.3 Addresses . The addresses for proper notice under this Contract are as follows:

Seller: Purchaser:

Email: Email:

With a copy to: With a copy to:

Email: Email:

Title Company:

Email:

Either party may from time to time by written notice designate a different address to the other party.

14. ASSIGNMENT .

Purchaser shall not assign this Contract, except that Purchaser may assign this Contract to an entity controlling, controlled by, or under common control with Purchaser, or an affiliate of Purchaser or to an entity that is an affiliate of Purchaser and that acts as the manager or general partner of Purchaser or an affiliate of Purchaser as well as to any tenant in common with Purchaser without the consent of Seller, so long as such assignee assumes all obligations of Purchaser hereunder and Purchaser delivers a copy of such fully executed assignment to Seller at least three (3) Business Days prior to Closing. The assignment of the Contract by Purchaser shall in no event release Purchaser of any obligations arising under the Contract, and the

Purchaser and any assignee shall be jointly and severally liable for the obligations arising under this Contract.

15. INTERPRETATIVE .

15.1 Entire Agreement . This Contract embodies the entire agreement between the parties and cannot be varied except by the written agreement of the parties.

15.2 Gender and Number . Words of any gender used in this Contract will be construed to include any other gender and words in the singular number will be construed to include the plural, and vice versa, unless the context requires otherwise.

15.3 Captions . The captions used in connection with the Articles, Sections and Subsections of this Contract are for convenience only and will not be deemed to expand or limit the meaning of the language of this Contract.

15.4 Successors and Assigns . This Contract will be binding upon and inure to the benefit of the parties hereto and their respective legal representatives, successors and permitted assigns.

15.5 Identical Counterparts . This Contract may be executed by Seller and Purchaser in separate identical counterparts, which, when taken together, will constitute but one and the same instrument. A “.pdf” signature page delivered by electronic mail shall be as acceptable as an original.

15.6 Controlling Law . This Contract will be construed under, governed by and enforced in accordance with the laws of the state where the Real Property is located.

15.7 Exhibits . All exhibits, attachments. annexed instruments and addenda referred to herein will be considered a part hereof for all purposes with the same force and effect as if copied verbatim herein.

15.8 No Rule of Construction . Seller and Purchaser have each been represented by counsel in the negotiations and preparation of this Contract; therefore, this Contract will be deemed to be drafted by both Seller and Purchaser, and no rule of construction will be invoked respecting the authorship of this Contract.

15.9 Severability . All agreements and covenants contained in this Contract are severable. In the event any agreement or covenant is held to be in valid by any court, this Contract will be interpreted as if such invalid agreement or covenant were not contained herein.

15.10 Construction of Certain Words . “Any” will be construed as “any and all.” “Including” will be construed as “including but not limited to.”

15.11 Time of Essence . Time is important to both Seller and Purchaser in the performance of this Contract, and both parties have agreed that strict compliance is required as to any date set out in this Contract.

15.12 Business Days . “Business Day” means any day on which business is generally transacted by banks in . If the final date of any period which is set out in any paragraph of this Contract falls upon a day which is not a Business Day, then, and in such event, the time of such period will be extended to the next Business Day.

15.13 No Partnership . The relationship of the parties hereto is solely that of Seller and Purchaser with respect to the Property and no joint venture or other partnership exists between the parties hereto. Neither party has any fiduciary relationship hereunder to the other.

15.14 Limitation on Liability . In any action brought to enforce the obligations of Seller under this Contract or any other document delivered in connection herewith, the judgment or decree shall be subject to the provisions of Section 7.3 and shall, otherwise in any event, be enforceable against Seller only up to a maximum of [ ] (“Maximum Liability Cap”). No shareholder, officer, employee or agent of or consultant to, or of, Seller shall be held to any personal liability hereunder, and no resort shall be had to their property or assets, or the property or assets of Seller for the satisfaction of any claims hereunder or in connection with the affairs of Seller. Furthermore, except as set forth in Section 15.15, Seller’s liability under this Contract is explicitly limited to Seller’s interest in the Property, including any proceeds therefrom. Except as set forth in Section 15.1, Purchaser shall have no recourse against any other property or assets of Seller, the general account of Seller, any separate account of Seller, or to any of the past, present or future, direct or indirect, shareholders, partners, members, managers. principals, directors, officers, agents, incorporators, affiliates or representatives of Seller (collectively, “Seller Parties”') or of any of the assets or property of any of the foregoing for the payment or collection of any amount, judgment, judicial process, arbitral award, fee or cost or for any other obligation or claim arising out of or based upon this Contract and requiring the payment of money by Seller. Except as otherwise expressly set forth in this Section 15.14, neither Seller nor any Seller Party shall be subject to levy, lien, execution, attachment or other enforcement procedure for the satisfaction of any of Purchaser’s rights or remedies under or with respect to this Contract, at law, in equity or otherwise. Purchaser shall not seek enforcement of any judgment, award, right or remedy against any property or asset of Seller or any Seller Parties other than Seller’s interest in Property or any proceeds therefrom, except as set forth in Section 15.15. The provisions of this Section 15.14 shall survive the termination of this Contract.

15.15 Post-Closing Liability . Seller acknowledges its contingent liability under Section 15.15 of this Agreement that shall survive Closing. Consequently, Seller covenants to Purchaser that Seller shall, at all times within [ months] after Closing (or, if Purchaser files litigation during such nine [ ) month period], during the period such litigation is pending after such expiration of the initial [ month period)], maintain in unencumbered cash the sum of [ Dollars ($ .00)]. The provisions of this Section 15.15 shall survive Closing.

16. CONFIDENTIALITY .

Purchaser and Seller agree not to record this Contract or any memorandum thereof. Purchaser and Seller further agree to hold all information related to this transaction in strict confidence, and will not disclose same to any person other than directors, officers, employees and agents of each, as well as to consultants, banks or other third parties working with Seller or

Purchaser in connection with the transaction who need to know such information for the purpose of consummating this transaction, provided that all such parties agree to hold such information in strict confidence in accordance with this Section 16. This prohibition will not be applicable to disclosure of information required by applicable law, rule or regulation or to any information previously known to Purchaser or that becomes public except through a violation by Purchaser or Seller of the terms of this Section and will not survive the Closing, but will survive early termination of this Contract for a period of six (6) months. Except as provided in this Section 16, prior to Closing, any release to the public of information with respect to the matters set forth in this Contract will be made only in the form approved by Purchaser and Seller and their respective counsel, provided that nothing herein will be deemed to preclude disclosure that the parties hereto have entered into this Contract.

17. IRS REPORTING REQUIREMENTS .

For the purpose of complying with any information reporting requirements or other rules and regulations of the Internal Revenue Service (“IRS”) that are or may become applicable as a result of or in connection with the transaction contemplated by this Contract, including, but not limited to, any requirements set forth in proposed Income Tax Regulation Section 1.6045-4 and any final or successor version thereof (collectively the “IRS Reporting Requirements”), Seller and Purchaser hereby designate and appoint the Title Company to act as the “Reporting Person” (as that term is defined in the IRS Reporting Requirements) to be responsible for complying with any IRS Reporting Requirements. The Title Company hereby acknowledges and accepts such designation and appointment and agrees to fully comply with any IRS Reporting Requirements that are or may become applicable as a result of or in connection with the transaction contemplated by this Contract. Without limiting the responsibility and obligations of the Title Company as the Reporting Person, Seller and Purchaser hereby agree to comply with any provisions of the IRS Reporting Requirements that are not identified therein as the responsibility of the Reporting Person, including, but not limited to, the requirement that Seller and Purchaser each retain an original counterpart of this Contract for at least four (4) years following the calendar year of the Closing.

18. EFFECTIVE DATE .

This Contract will be deemed executed as of the date of the last signature but effective as of the date of delivery in fully executed form to the Title Company, as evidenced by the Title Company’s written receipt thereof (the “Effective Date”).

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SELLER:

, a

By:

Name:

Title:

PURCHASER:

, a

By:

Name:

Title:

JOINDER BY TITLE COMPANY

The undersigned, (referred to in this Contract as the “Title Company”), hereby acknowledges that it received this Contract executed by Seller andPurchaser on the day of , , and accepts the obligations of TitleCompany as set forth herein. Title Company acknowledges that it received the Earnest Money on the day of , , and further that it will hold the Earnest Money in accordance with this Contract.

Title Insurance Company

By:

Name:

Title: