Common use of Escrow Provisions Clause in Contracts

Escrow Provisions. (a) Within one (1) business day following the mutual execution of this Agreement, Seller and Buyer shall open escrow by delivering a fully executed copy of this Agreement to Chicago Title Company (“Escrow Holder”) at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attn: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Escrow Officer. The “Opening of Escrow” shall be the date that this Agreement has been signed by the parties and delivered to Escrow Holder, as evidenced by its signing and dating the Consent of Escrow Holder attached hereto. Each party shall execute escrow instructions on the standard form of Escrow Holder. This Agreement shall be attached to and made an exhibit to such escrow instructions. To the extent that such escrow instructions conflict with or are inconsistent with any of the provisions of this Agreement, this Agreement shall control. (b) The escrow for the purchase and sale of the Property shall be scheduled to close on September 30, 2014 (“Closing Date”). The closing of the escrow hereunder shall be referred to as the “Close of Escrow”. (c) Before the Closing Date, Seller shall deliver to Buyer through escrow the following: (i) A Grant Deed in the form of Exhibit “F” attached to and made a part hereof, conveying to Buyer fee simple title to the Real Property subject only to non-delinquent real property taxes and the Permitted Encumbrances; (ii) A ▇▇▇▇ of Sale in the form of Exhibit “G” attached to and made a part hereof, transferring to Buyer title to the Personal Property and the Intangible Property as required by this Agreement; (iii) Copies of letters advising tenants under the Leases of the change in ownership of the Project and of the transfer of their security deposits in the form of Exhibit “H” attached to and made a part hereof which letters shall be delivered by Seller to the tenants promptly after Escrow Holder notifies Seller that the escrow has closed, as well as contact information for Buyer; (iv) Two counterparts of an Assignment and Assumption of Leases in the form of Exhibit “I” attached hereto and made a part hereof executed by Seller; (v) An updated Rent Roll (including a listing of all delinquent and prepaid rents) as of a date as close to the Closing Date as practical and no earlier than one week prior to the Close of Escrow, certified by Seller to be the same Rent Roll as used by Seller in the operation of the Project; and (vi) Such conveyancing or transfer tax forms or returns, if any, as are required to be delivered or signed by Seller by applicable state and local law in connection with the conveyance of the Real Property; (vii) An affidavit as required by the Foreign Investors Real Property Tax Act, as amended, and the California Revenue and Taxation Code Section 18805 et seq., executed by Seller; (viii) An updated list of Personal Property which Escrow Holder shall attach as Exhibit “1” to the ▇▇▇▇ of Sale; and (ix) Any additional documents that Escrow Holder or the Title Company may reasonably require for the proper consummation of the transaction contemplated by this Agreement including but not limited to written approval of a closing statement consistent with this Agreement, such affidavits as are customarily required by Title Company on the Title Company’s standard form in connection with issuance of the owner’s extended coverage title insurance policy, including a mechanics’ lien and judgment affidavit (which affidavit(s) are in the form and content of Exhibit “P” attached hereto); and a “gap closing” indemnity on the Title Company’s standard form assuring the Title Company against title issues arising after the Close of Escrow and before the recording of the Grant Deed the following business day (provided, however, no such additional document shall expand any obligation, covenant, representation or warranty of Seller or result in any new or additional obligation, covenant, representation or warranty of Seller under this Agreement beyond those expressly set forth in this Agreement). In addition to the foregoing, Seller shall deliver to Buyer outside of escrow promptly after the Close of Escrow on the Closing Date the original Leases, all keys for the Property in Seller’s possession or control and any guarantees or warranties relating to Personal Property in Seller’s possession or control. (d) Buyer shall deliver to escrow the balance of the Purchase Price on or before the Closing Date as provided in Section 2(b)(iii) and the following documents before the Close of Escrow: (i) Two counterparts of an Assignment and Assumption of Leases in the form of Exhibit “I” executed by Buyer; (ii) Such conveyancing or transfer tax forms or returns, if any, as required to be delivered or signed by Buyer by applicable state and local law in connection with the conveyance of Real Property; and (iii) Any additional documents that Escrow Holder or the Title Company may reasonably require for the proper consummation of the transaction contemplated by this Agreement including but not limited to written approval of a closing statement consistent with this Agreement (provided, however, no such additional document shall expand any obligation, covenant, representation or warranty of Buyer or result in any new or additional obligation, covenant, representation or warranty of Buyer under this Agreement beyond those expressly set forth in this Agreement). (e) At the Close of Escrow, Escrow Holder shall (i) cause the Grant Deed to be recorded in San Diego County, (ii) deliver to Seller the Purchase Price, plus or minus Seller’s share of any expenses or prorations, (iii) deliver to Buyer the duly executed ▇▇▇▇ of Sale, and (iv) deliver to Buyer and Seller one duly executed counterpart of the Assignment and Assumption of Leases. (f) Expenses and costs concerning the escrow shall be payable as follows: (i) Seller shall pay the portion of the Title Policy premium applicable to a standard coverage owner’s policy and any endorsements necessary to remove any disapproved exceptions that Seller has stated in writing it will remove, any documentary transfer taxes, the recording fees for the Grant Deed, and one-half (1/2) of the escrow fees; (ii) Buyer shall pay the Title Policy premium in excess of Seller’s share described in Section 5(f)(i), and one-half(l/2) of the escrow fees; (iii) Seller and Buyer shall each bear their respective legal and accounting fees and costs (if any); and (iv) All other expenses and costs shall be shared by the parties according to the usual custom in San Diego County. (g) Prior to the Close of Escrow, Seller shall provide Escrow Holder and Buyer with the certification required by Internal Revenue Code Section 1445. In addition, Seller will provide Escrow Holder and Buyer with the certification required to show that withholding is not required pursuant to California Revenue and Taxation Code Sections 18805(d) and 26131(e). (h) Possession of the Property shall be delivered to Buyer at the Close of Escrow, subject to the possession of the tenants under the Leases.

Escrow Provisions. (a) Within one (1) business day following 2.3.1 [Omitted]. 2.3.2 The Tax identification numbers of the mutual execution parties shall be furnished to Escrow Agent upon request. 2.3.3 [Omitted]. 2.3.4 The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their convenience, and that Escrow Agent shall not be deemed to be the agent of any of the parties and shall not be liable for any act or omission on its part unless taken or suffered in bad faith in willful disregard of this Agreement, Contract or involving gross negligence or fraud. Seller and Buyer Purchaser severally (on a 50/50 basis as between Seller on the one hand and Purchaser on the other) shall open escrow indemnify and hold Escrow Agent harmless from and against all costs, Claims and expenses, including reasonable attorneys’ fees, incurred in connection with the performance of Escrow Agent’s duties hereunder, except with respect to actions or omissions taken or suffered by delivering a fully Escrow Agent in bad faith, in willful disregard of this Contract or involving negligence, willful misconduct or fraud on the part of the Escrow Agent. 2.3.5 The parties shall deliver to Escrow Agent an executed copy of this Agreement to Chicago Title Company (“Contract. Escrow Holder”) at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attn: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Escrow Officer. The “Opening of Escrow” shall be the date that this Agreement has been signed by the parties and delivered to Escrow Holder, as evidenced by its signing and dating the Consent of Escrow Holder attached hereto. Each party Agent shall execute escrow instructions on the standard form signature page for Escrow Agent attached hereto which shall confirm Escrow Agent’s agreement to comply with the terms of Escrow Holder. This Agreement shall be attached to any Seller’s closing instruction letter delivered at Closing and made an exhibit to such escrow instructions. To the extent that such escrow instructions conflict with or are inconsistent with any of the provisions of this Agreement, this Agreement shall control. (b) The escrow for the purchase and sale of the Property shall be scheduled to close on September 30, 2014 (“Closing Date”). The closing of the escrow hereunder shall be referred to as the “Close of Escrow”. (c) Before the Closing Date, Seller shall deliver to Buyer through escrow the following: (i) A Grant Deed in the form of Exhibit “F” attached to and made a part hereof, conveying to Buyer fee simple title to the Real Property subject only to non-delinquent real property taxes and the Permitted Encumbrances; (ii) A ▇▇▇▇ of Sale in the form of Exhibit “G” attached to and made a part hereof, transferring to Buyer title to the Personal Property and the Intangible Property as required by this Agreement; (iii) Copies of letters advising tenants under the Leases of the change in ownership of the Project and of the transfer of their security deposits in the form of Exhibit “H” attached to and made a part hereof which letters shall be delivered by Seller to the tenants promptly after Escrow Holder notifies Seller that the escrow has closed, as well as contact information for Buyer; (iv) Two counterparts of an Assignment and Assumption of Leases in the form of Exhibit “I” attached hereto and made a part hereof executed by Seller; (v) An updated Rent Roll (including a listing of all delinquent and prepaid rents) as of a date as close to the Closing Date as practical and no earlier than one week prior to the Close of Escrow, certified by Seller to be the same Rent Roll as used by Seller in the operation of the ProjectSection 2.3; and (vi) Such conveyancing or transfer tax forms or returns, if any, as are required to be delivered or signed by Seller by applicable state and local law in connection with the conveyance of the Real Property; (vii) An affidavit as required by the Foreign Investors Real Property Tax Act, as amended, and the California Revenue and Taxation Code Section 18805 et seq., executed by Seller; (viii) An updated list of Personal Property which Escrow Holder shall attach as Exhibit “1” to the ▇▇▇▇ of Sale; and (ix) Any additional documents that Escrow Holder or the Title Company may reasonably require for the proper consummation of the transaction contemplated by this Agreement including but not limited to written approval of a closing statement consistent with this Agreement, such affidavits as are customarily required by Title Company on the Title Company’s standard form in connection with issuance of the owner’s extended coverage title insurance policy, including a mechanics’ lien and judgment affidavit (which affidavit(s) are in the form and content of Exhibit “P” attached hereto); and a “gap closing” indemnity on the Title Company’s standard form assuring the Title Company against title issues arising after the Close of Escrow and before the recording of the Grant Deed the following business day (provided, however, no such additional document that (a) Escrow Agent’s signature hereon shall expand any obligation, covenant, representation or warranty of Seller or result in any new or additional obligation, covenant, representation or warranty of Seller under this Agreement beyond those expressly set forth in this Agreement). In addition not be a prerequisite to the foregoingbinding nature of this Contract on Purchaser and Seller, Seller shall deliver to Buyer outside of escrow promptly after the Close of Escrow on the Closing Date the original Leases, all keys for the Property in Seller’s possession or control and any guarantees or warranties relating to Personal Property in Seller’s possession or control. (d) Buyer shall deliver to escrow the balance of the Purchase Price on or before the Closing Date as provided in Section 2(b)(iii) and the following documents before the Close of Escrow: (i) Two counterparts of an Assignment same shall only become fully effective upon execution and Assumption of Leases in the form of Exhibit “I” executed delivery by Buyer; (ii) Such conveyancing or transfer tax forms or returns, if any, as required to be delivered or signed by Buyer by applicable state Purchaser and local law in connection with the conveyance of Real Property; and (iii) Any additional documents that Escrow Holder or the Title Company may reasonably require for the proper consummation of the transaction contemplated by this Agreement including but not limited to written approval of a closing statement consistent with this Agreement (provided, however, no such additional document shall expand any obligation, covenant, representation or warranty of Buyer or result in any new or additional obligation, covenant, representation or warranty of Buyer under this Agreement beyond those expressly set forth in this Agreement). (e) At the Close of Escrow, Escrow Holder shall (i) cause the Grant Deed to be recorded in San Diego County, (ii) deliver to Seller the Purchase Price, plus or minus Seller’s share of any expenses or prorations, (iii) deliver to Buyer the duly executed ▇▇▇▇ of Sale, and (ivb) deliver the signature of Escrow Agent will not be necessary to Buyer amend any provision of this Contract other than this Section 2.3 and Seller one duly executed counterpart of then only to the Assignment and Assumption of Leasesextent affecting Escrow Agent. (f) Expenses and costs concerning 2.3.6 Escrow Agent acknowledges that it is the escrow shall be payable as follows: (i) Seller shall pay “real estate reporting person” within the portion meaning of the Title Policy premium applicable to a standard coverage owner’s policy and any endorsements necessary to remove any disapproved exceptions that Seller has stated in writing it will remove, any documentary transfer taxes, the recording fees for the Grant Deed, and one-half (1/2Section 6045(e)(2)(A) of the escrow fees; (ii) Buyer shall pay the Title Policy premium in excess of Seller’s share described in Section 5(f)(i), and one-half(l/2) of the escrow fees; (iii) Seller and Buyer shall each bear their respective legal and accounting fees and costs (if any); and (iv) All other expenses and costs shall be shared by the parties according to the usual custom in San Diego County. (g) Prior to the Close of Escrow, Seller shall provide Escrow Holder and Buyer with the certification required by Internal Revenue Code Section 1445of 1986, as amended (the “Code”), to the extent applicable for this transaction. In addition, Seller will provide Escrow Holder and Buyer Agent shall file a Form 1099-S with the certification Internal Revenue Service if required to show that withholding is not required pursuant to California Revenue and Taxation Code Sections 18805(d) and 26131(e)by Section 6045. (h) Possession 2.3.7 The provisions of this Section 2.3 shall survive any termination of this Contract, and, if not so terminated, the Property shall be delivered to Buyer at the Close of Escrow, subject to the possession of the tenants under the LeasesClosing.

Escrow Provisions. (a) Within one (1) business day following The check representing the mutual execution Deposit shall be delivered to and held by the Escrow Agent until the Closing at which time the Deposit shall be paid to Seller as described in Section 3.2(a), or until it is otherwise paid out in accordance with the joint written instructions of this Agreement, Seller and Buyer Purchaser or in accordance with this agreement; provided, however, that if Purchaser shall open escrow by delivering a fully executed copy terminate this agreement in accordance with the terms of this Agreement to Chicago Title Company (“Escrow Holder”) at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇Section 11.1 hereof, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attn: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Escrow Officer. The “Opening of Escrow” the Deposit shall be the date that this Agreement has been signed by the parties and delivered disbursed to Escrow Holder, as evidenced by its signing and dating the Consent of Escrow Holder attached hereto. Each party shall execute escrow instructions on the standard form of Escrow Holder. This Agreement shall be attached to and made an exhibit to such escrow instructions. To the extent that such escrow instructions conflict with or are inconsistent with any of the provisions of this Agreement, this Agreement shall controlPurchaser. (b) The escrow for parties agree that the purchase duties of Escrow Agent under this agreement are subject to the following terms and sale conditions which shall govern and control the rights, duties, liabilities and immunities of the Property shall be scheduled to close on September 30, 2014 (“Closing Date”). The closing of the escrow hereunder shall be referred to as the “Close of Escrow”Escrow Agent. (c) Before the Closing Date, Seller shall deliver to Buyer through escrow the following: (i) A Grant Deed The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their convenience. Escrow Agent is not a party to and is not bound by any other agreement between the parties. Escrow Agent is acting in the form capacity of Exhibit “F” attached a depository only. Escrow Agent shall not be deemed to be the agent of either of the parties and made a Escrow Agent shall not be liable to either of the parties for any act or omission on its part hereofunless taken or suffered in bad faith, conveying in willful disregard of this agreement or involving gross negligence. Seller and Purchaser shall jointly and severally indemnify and hold Escrow Agent harmless from and against all costs, claims and expenses, including reasonable attorneys' fees and disbursements incurred in connection with the performance of the Escrow Agent's duties hereunder, except with respect to Buyer fee simple title to acts or omissions taken or suffered by Escrow Agent in bad faith, in willful disregard of this agreement or involving gross negligence on the Real Property subject only to non-delinquent real property taxes and the Permitted Encumbrances;part of Escrow Agent. (ii) A ▇▇▇▇ Escrow Agent may consult with and obtain advice of Sale legal counsel in the form event of Exhibit “G” attached to and made a part hereof, transferring to Buyer title any dispute or question as to the Personal Property and the Intangible Property as required by this Agreement; (iii) Copies construction of letters advising tenants under the Leases any of the change in ownership provisions of the Project and of the transfer of their security deposits in the form of Exhibit “H” attached to and made a part hereof which letters shall be delivered by Seller to the tenants promptly after Escrow Holder notifies Seller that the escrow has closed, as well as contact information for Buyer; (iv) Two counterparts of an Assignment and Assumption of Leases in the form of Exhibit “I” attached hereto and made a part hereof executed by Seller; (v) An updated Rent Roll (including a listing of all delinquent and prepaid rents) as of a date as close to the Closing Date as practical and no earlier than one week prior to the Close of Escrow, certified by Seller to be the same Rent Roll as used by Seller in the operation of the Project; and (vi) Such conveyancing or transfer tax forms or returns, if any, as are required to be delivered or signed by Seller by applicable state and local law in connection with the conveyance of the Real Property; (vii) An affidavit as required by the Foreign Investors Real Property Tax Act, as amended, and the California Revenue and Taxation Code Section 18805 et seq., executed by Seller; (viii) An updated list of Personal Property which Escrow Holder shall attach as Exhibit “1” to the ▇▇▇▇ of Sale; and (ix) Any additional documents that Escrow Holder or the Title Company may reasonably require for the proper consummation of the transaction contemplated by this Agreement including but not limited to written approval of a closing statement consistent with this Agreement, such affidavits as are customarily required by Title Company on the Title Company’s standard form in connection with issuance of the owner’s extended coverage title insurance policy, including a mechanics’ lien and judgment affidavit (which affidavit(s) are in the form and content of Exhibit “P” attached hereto); and a “gap closing” indemnity on the Title Company’s standard form assuring the Title Company against title issues arising after the Close of Escrow and before the recording of the Grant Deed the following business day (provided, however, no such additional document shall expand any obligation, covenant, representation or warranty of Seller or result in any new or additional obligation, covenant, representation or warranty of Seller under this Agreement beyond those expressly set forth in this Agreement). In addition to the foregoing, Seller shall deliver to Buyer outside of escrow promptly after the Close of Escrow on the Closing Date the original Leases, all keys for the Property in Seller’s possession or control and any guarantees or warranties relating to Personal Property in Seller’s possession or control. (d) Buyer shall deliver to escrow the balance of the Purchase Price on or before the Closing Date as provided in Section 2(b)(iii) and the following documents before the Close of Escrow: (i) Two counterparts of an Assignment and Assumption of Leases in the form of Exhibit “I” executed by Buyer; (ii) Such conveyancing or transfer tax forms or returns, if any, as required to be delivered or signed by Buyer by applicable state and local law in connection with the conveyance of Real Property; and (iii) Any additional documents that Escrow Holder or the Title Company may reasonably require for the proper consummation of the transaction contemplated by this Agreement including but not limited to written approval of a closing statement consistent with this Agreement (provided, however, no such additional document shall expand any obligation, covenant, representation or warranty of Buyer or result in any new or additional obligation, covenant, representation or warranty of Buyer under this Agreement beyond those expressly set forth in this Agreement). (e) At the Close of Escrow, Escrow Holder shall (i) cause the Grant Deed to be recorded in San Diego County, (ii) deliver to Seller the Purchase Price, plus or minus Seller’s share of any expenses or prorations, (iii) deliver to Buyer the duly executed ▇▇▇▇ of Sale, and (iv) deliver to Buyer and Seller one duly executed counterpart of the Assignment and Assumption of Leases. (f) Expenses and costs concerning the escrow shall be payable as follows: (i) Seller shall pay the portion of the Title Policy premium applicable to a standard coverage owner’s policy and any endorsements necessary to remove any disapproved exceptions that Seller has stated in writing it will remove, any documentary transfer taxes, the recording fees for the Grant Deed, and one-half (1/2) of the escrow fees; (ii) Buyer shall pay the Title Policy premium in excess of Seller’s share described in Section 5(f)(i), and one-half(l/2) of the escrow fees; (iii) Seller and Buyer shall each bear their respective legal and accounting fees and costs (if any); and (iv) All other expenses and costs shall be shared by the parties according to the usual custom in San Diego County. (g) Prior to the Close of Escrow, Seller shall provide Escrow Holder and Buyer with the certification required by Internal Revenue Code Section 1445. In addition, Seller will provide Escrow Holder and Buyer with the certification required to show that withholding is not required pursuant to California Revenue and Taxation Code Sections 18805(d) and 26131(e). (h) Possession of the Property shall be delivered to Buyer at the Close of Escrow, subject to the possession of the tenants under the Leases.this

Escrow Provisions. 10.1 The Deposit shall be held in escrow by the Escrow Agent until the earliest of (a) Within one the Closing, on which date the Deposit shall be released to Seller; (1b) business day following ten (10) days after the mutual execution of this Agreement, Seller and Buyer Escrow Agent shall open escrow by delivering have delivered to the non-sending party a fully executed copy of this Agreement to Chicago Title Company (“Escrow Holder”) at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attn: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Escrow Officer. The “Opening of Escrow” shall be the date notice sent by Seller or Purchaser stating that this Agreement has been terminated and that the party so notifying the Escrow Agent is entitled to the Deposit, following which period the Deposit shall be (i) delivered to Seller, in the case of a notice from Seller stating that Seller is entitled to the Deposit, or (ii) delivered to Purchaser, in the case of a notice from Purchaser stating that Purchaser is entitled to the Deposit; provided, in each case, however, that within such ten (10) day period the Escrow Agent does not receive either a notice containing contrary instructions from the other party hereto or a court order restraining the release of all or any portion of the Deposit; or (c) a joint notice executed by Seller and Purchaser is received by the Escrow Agent, in which event the Escrow Agent shall release the Deposit in accordance with the instructions therein contained. The Escrow Agent shall reasonably promptly deliver a duplicate copy of any notice received by it in its capacity as Escrow Agent to Seller and Purchaser. Notwithstanding anything to the contrary set forth herein, if Purchaser advises Seller and the Escrow Agent in accordance with Section 3.1 that Purchaser has elected to terminate this Agreement, then Escrow Agent shall promptly return the Deposit to Purchaser notwithstanding any objection by Seller.. 10.2 The Deposit shall be held by the Escrow Agent in a separate interest-bearing money market or bank account. The Deposit may be invested on behalf of Seller or Purchaser; provided that any direction to the Escrow Agent for such investment shall be in writing and a completed, signed W-9 Form accompanies it. The Escrow Agent is not to be held responsible for the loss of principal or interest on any investment made pursuant to the aforesaid instruction or in the redemption thereof. If the Closing occurs, the Deposit shall be paid to Seller and applied to the Purchase Price. In the event that there is no Closing hereunder and the Deposit is to be paid to Seller pursuant to the terms of this Agreement, such payment shall be made to Seller, otherwise, the Deposit shall be paid to Purchaser. 10.3 In the event that (i) the Escrow Agent shall have received a notice containing contrary instructions or a court order as provided for in Section 10.1 hereof and within the time therein prescribed, or (ii) any other disagreement or dispute shall arise between the parties hereto resulting in adverse claims or demands being made for the Deposit, whether or not litigation has been instituted, then and in any such event the Escrow Agent shall refuse to comply with any claims or demands on it and continue to hold the Deposit until the Escrow Agent receives either (a) a written notice signed by both Seller and Purchaser directing the parties disposition of the Deposit, or (b) a final order of a court of competent jurisdiction, entered in a proceeding in which Seller, Purchaser and delivered the Escrow Agent are named as parties, directing the disposition of the Deposit, in either of which events the Escrow Agent shall then dispose of the Deposit in accordance with said direction. The Escrow Agent shall not be or become liable in any way to any person or entity for its refusal to comply with any such claims or demands until and unless it has received a direction of the nature described in (a) or (b) above. Upon the taking by the Escrow HolderAgent of any of the actions described in (a) and (b) above, as evidenced by its signing and dating the Consent of Escrow Holder attached hereto. Each party shall execute escrow instructions on the standard form of Escrow Holder. This Agreement Agent shall be attached released of and from all liability hereunder. Notwithstanding the foregoing provisions of this Section 10.3, the Escrow Agent shall have the following right in the circumstances described in subdivision (i) or (ii) above: (y) if the Escrow Agent shall have received a written notice signed by either Seller or Purchaser advising that litigation between Seller and Purchaser over entitlement to the Deposit or any portion thereof has been commenced, the Escrow Agent may, on written notice to Seller and made Purchaser, deposit the Deposit with the clerk of the court in which such litigation is pending, or (z) the Escrow Agent may, on written notice to Seller and Purchaser, take such affirmative steps as it may, at its option, elect in order to terminate its duties as escrow agent hereunder, including, but not limited to, the deposit of the Deposit with a court of competent jurisdiction and the commencement of an exhibit action in interpleader. Upon the taking by Escrow Agent of either of the actions described in (y) or (z) above, the Escrow Agent shall be released of and from all liability hereunder except for any previous willful misconduct or gross negligence. 10.4 The Escrow Agent shall not be liable for any error in judgment or for any act done or omitted by it in good faith, or for any mistake of fact or law and shall not incur any liability in acting upon any signature, notice, request, waiver, consent, receipt or other paper or document in good faith believed by the Escrow Agent to such escrow instructionsbe genuine and is released and exculpated from all liability hereunder except as aforesaid or for willful misconduct or gross negligence. To The sole responsibility of the extent that such escrow instructions conflict Escrow Agent hereunder shall be to hold and release the Deposit in accordance with or are inconsistent with any of the provisions of this Agreement, this Agreement shall control. (b) . The escrow for the purchase and sale of the Property Escrow Agent shall be scheduled entitled to close on September 30, 2014 (“Closing Date”). The closing of the escrow hereunder shall be referred to as the “Close of Escrow”. (c) Before the Closing Date, Seller shall deliver to Buyer through escrow the following: (i) A Grant Deed in the form of Exhibit “F” attached to and made a part hereof, conveying to Buyer fee simple title to the Real Property subject only to non-delinquent real property taxes and the Permitted Encumbrances; (ii) A ▇▇▇▇ of Sale in the form of Exhibit “G” attached to and made a part hereof, transferring to Buyer title to the Personal Property and the Intangible Property as required by this Agreement; (iii) Copies of letters advising tenants under the Leases of the change in ownership of the Project and of the transfer of their security deposits in the form of Exhibit “H” attached to and made a part hereof which letters shall be delivered by Seller to the tenants promptly after Escrow Holder notifies Seller that the escrow has closed, as well as contact information for Buyer; (iv) Two counterparts of an Assignment and Assumption of Leases in the form of Exhibit “I” attached hereto and made a part hereof executed by Seller; (v) An updated Rent Roll (including a listing of all delinquent and prepaid rents) as of a date as close to the Closing Date as practical and no earlier than one week prior to the Close of Escrow, certified by Seller to be the same Rent Roll as used by Seller in the operation of the Project; and (vi) Such conveyancing or transfer tax forms or returns, if any, as are required to be delivered or signed by Seller by applicable state and local law consult with counsel in connection with its duties hereunder. The Escrow Agent has executed this Agreement solely to confirm that it is holding and will hold the conveyance of the Real Property; (vii) An affidavit as required by the Foreign Investors Real Property Tax Act, as amended, and the California Revenue and Taxation Code Section 18805 et seq., executed by Seller; (viii) An updated list of Personal Property which Escrow Holder shall attach as Exhibit “1” Deposit in escrow pursuant to the ▇▇▇▇ provisions of Sale; and (ix) Any additional documents that Escrow Holder or the Title Company may reasonably require this Section 10 and for the proper consummation of the transaction contemplated by this Agreement including but not limited to written approval of a closing statement consistent with this Agreement, such affidavits as are customarily required by Title Company on the Title Company’s standard form in connection with issuance of the owner’s extended coverage title insurance policy, including a mechanics’ lien and judgment affidavit (which affidavit(s) are in the form and content of Exhibit “P” attached hereto); and a “gap closing” indemnity on the Title Company’s standard form assuring the Title Company against title issues arising after the Close of Escrow and before the recording of the Grant Deed the following business day (provided, however, no such additional document shall expand any obligation, covenant, representation or warranty of Seller or result in any new or additional obligation, covenant, representation or warranty of Seller under this Agreement beyond those expressly set forth in this Agreement). In addition to the foregoing, Seller shall deliver to Buyer outside of escrow promptly after the Close of Escrow on the Closing Date the original Leases, all keys for the Property in Seller’s possession or control and any guarantees or warranties relating to Personal Property in Seller’s possession or controlother purpose. (d) Buyer shall deliver to escrow the balance of the Purchase Price on or before the Closing Date as provided in Section 2(b)(iii) and the following documents before the Close of Escrow: (i) Two counterparts of an Assignment and Assumption of Leases in the form of Exhibit “I” executed by Buyer; (ii) Such conveyancing or transfer tax forms or returns, if any, as required to be delivered or signed by Buyer by applicable state and local law in connection with the conveyance of Real Property; and (iii) Any additional documents that Escrow Holder or the Title Company may reasonably require for the proper consummation of the transaction contemplated by this Agreement including but not limited to written approval of a closing statement consistent with this Agreement (provided, however, no such additional document shall expand any obligation, covenant, representation or warranty of Buyer or result in any new or additional obligation, covenant, representation or warranty of Buyer under this Agreement beyond those expressly set forth in this Agreement). (e) At the Close of Escrow, Escrow Holder shall (i) cause the Grant Deed to be recorded in San Diego County, (ii) deliver to Seller the Purchase Price, plus or minus Seller’s share of any expenses or prorations, (iii) deliver to Buyer the duly executed ▇▇▇▇ of Sale, and (iv) deliver to Buyer and Seller one duly executed counterpart of the Assignment and Assumption of Leases. (f) Expenses and costs concerning the escrow shall be payable as follows: (i) Seller shall pay the portion of the Title Policy premium applicable to a standard coverage owner’s policy and any endorsements necessary to remove any disapproved exceptions that Seller has stated in writing it will remove, any documentary transfer taxes, the recording fees for the Grant Deed, and one-half (1/2) of the escrow fees; (ii) Buyer shall pay the Title Policy premium in excess of Seller’s share described in Section 5(f)(i), and one-half(l/2) of the escrow fees; (iii) Seller and Buyer shall each bear their respective legal and accounting fees and costs (if any); and (iv) All other expenses and costs shall be shared by the parties according to the usual custom in San Diego County. (g) Prior to the Close of Escrow, Seller shall provide Escrow Holder and Buyer with the certification required by Internal Revenue Code Section 1445. In addition, Seller will provide Escrow Holder and Buyer with the certification required to show that withholding is not required pursuant to California Revenue and Taxation Code Sections 18805(d) and 26131(e). (h) Possession of the Property shall be delivered to Buyer at the Close of Escrow, subject to the possession of the tenants under the Leases.

Escrow Provisions. The following provisions shall govern ------------------ Escrow Agent's obligations and duties under this Agreement: (a) Within one If there is a dispute between the Company or any of the Holders and the Parent with regard to the distribution of the Escrowed Stock, the legal fees, expenses and other costs incurred by the Escrow Agent in connection with the adjudication of such dispute shall be paid by the party which is not the prevailing party in such dispute or jointly, if there is no completely prevailing party. (1b) business day following Escrow Agent may resign at any time upon 5 days' prior notice to the Company and the Parent and may be removed by the mutual execution consent of the Company and the Parent upon 5 days' prior notice to Escrow Agent. Prior to the effective date of the resignation or removal of Escrow Agent or any successor escrow agent, the Company and the Parent shall jointly appoint a successor escrow agent, to hold the Escrowed Stock, and any such successor escrow agent shall execute and deliver to the predecessor escrow agent an instrument accepting such appointment, upon which such successor agent shall, without further act, become vested with all of the rights, powers and duties of the predecessor escrow agent as if originally named herein. If no successor escrow agent is appointed prior to the effective date of the termination or resignation of the Escrow Agent, Escrow Agent may place all of the Escrowed Stock at the disposal of a court and petition the court to act as the successor escrow agent or to appoint another entity to act as the successor escrow agent. (c) The duties of Escrow Agent hereunder are entirely administrative and not discretionary. Escrow Agent is obligated to act only in accordance with written instructions received by it as provided in Section 1.3(c) of this Agreement, Seller is authorized hereby to comply with any orders, judgments or decrees of any court or arbitration panel and Buyer shall open escrow not incur any liability as a result of its compliance with such instructions, order, judgments or decrees. Escrow Agent may assume the due execution, validity and effectiveness of, and the truth and accuracy of any information contained in, any instrument or other document presented to it which Escrow Agent shall in good faith believe to be genuine, and to have been signed or presented by delivering a fully executed copy the persons or parties purporting to sign or present the same. (d) Escrow Agent shall have no liability under, or duty to inquire into, the terms and provisions of any other agreement between any of the parties hereto. In the event that any of the terms and provisions of any other agreement conflict or are inconsistent with any of the terms and provisions of this Agreement, the terms and provisions of this Agreement in respect of Escrow Agent's rights and duties shall govern and control in all respects. (e) Escrow Agent shall not be responsible or liable in any manner whatsoever for the performance of or by Parent and the Company of their respective obligations under this Agreement nor shall Escrow Agent be responsible or liable in any manner whatsoever for the failure of the Parent, the Company or any third party to Chicago Title honor any of the provisions of this Agreement. (f) If Escrow Agent shall be uncertain as to its duties or rights hereunder, it shall be entitled to refrain from taking any action other than to keep safely all property held in escrow pursuant hereto until it shall be directed otherwise in a writing signed by the Parent and the Company, or by an order of a court of competent jurisdiction. Escrow Agent may consult with counsel of its choice and shall not be liable for any action taken, suffered to, or omitted by it in accordance with the advice of such counsel. Escrow Agent shall not be required to institute legal proceedings of any kind and shall not be required to defend any legal proceedings which may be instituted against it in respect of the subject matter of this Agreement, unless requested to do so by another party hereto and indemnified to its reasonable satisfaction against the costs and expenses of such defense. (g) The Company and the Parent hereby waive any suit, claim, demand or cause of action of any kind which either one or both may have to assert against Escrow Agent arising out of or relating to the execution or performance by Escrow Agent of this Agreement, unless such suit, claim, demand or cause of action is based upon the willful misconduct, gross negligence or bad faith of Escrow Agent. Escrow Agent shall be indemnified and held harmless against any and all liabilities, including judgments, costs and reasonable counsel fees, for anything done or omitted by Escrow Agent in the performance of this Agreement, except as a result of the willful misconduct, bad faith or gross negligence of Escrow Agent. All such reimbursements and indemnifications shall be paid equally by the Company and Parent. (“h) Company acknowledges that Escrow Holder”Agent is serving as counsel to Parent in this transaction and its services as the Escrow Agent to facilitate the Closing shall not prevent or disqualify Escrow Agent from serving as counsel to Parent now or in the future. (i) at ▇▇▇▇ ▇▇▇▇For purposes of this Section 1.4, any action to be taken or right exercisable by the Company may only be taken or exercised by ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attn: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Escrow Officer. The “Opening of Escrow” shall be the date that this Agreement has been signed by the parties and delivered to Escrow Holder, as evidenced by its signing and dating the Consent of Escrow Holder attached hereto. Each party shall execute escrow instructions on the standard form of Escrow Holder. This Agreement shall be attached to and made an exhibit to such escrow instructions. To the extent that such escrow instructions conflict with or are inconsistent with any representative of the provisions of this AgreementCompany, this Agreement shall controlor his designee. (b) The escrow for the purchase and sale of the Property shall be scheduled to close on September 30, 2014 (“Closing Date”). The closing of the escrow hereunder shall be referred to as the “Close of Escrow”. (c) Before the Closing Date, Seller shall deliver to Buyer through escrow the following: (i) A Grant Deed in the form of Exhibit “F” attached to and made a part hereof, conveying to Buyer fee simple title to the Real Property subject only to non-delinquent real property taxes and the Permitted Encumbrances; (ii) A ▇▇▇▇ of Sale in the form of Exhibit “G” attached to and made a part hereof, transferring to Buyer title to the Personal Property and the Intangible Property as required by this Agreement; (iii) Copies of letters advising tenants under the Leases of the change in ownership of the Project and of the transfer of their security deposits in the form of Exhibit “H” attached to and made a part hereof which letters shall be delivered by Seller to the tenants promptly after Escrow Holder notifies Seller that the escrow has closed, as well as contact information for Buyer; (iv) Two counterparts of an Assignment and Assumption of Leases in the form of Exhibit “I” attached hereto and made a part hereof executed by Seller; (v) An updated Rent Roll (including a listing of all delinquent and prepaid rents) as of a date as close to the Closing Date as practical and no earlier than one week prior to the Close of Escrow, certified by Seller to be the same Rent Roll as used by Seller in the operation of the Project; and (vi) Such conveyancing or transfer tax forms or returns, if any, as are required to be delivered or signed by Seller by applicable state and local law in connection with the conveyance of the Real Property; (vii) An affidavit as required by the Foreign Investors Real Property Tax Act, as amended, and the California Revenue and Taxation Code Section 18805 et seq., executed by Seller; (viii) An updated list of Personal Property which Escrow Holder shall attach as Exhibit “1” to the ▇▇▇▇ of Sale; and (ix) Any additional documents that Escrow Holder or the Title Company may reasonably require for the proper consummation of the transaction contemplated by this Agreement including but not limited to written approval of a closing statement consistent with this Agreement, such affidavits as are customarily required by Title Company on the Title Company’s standard form in connection with issuance of the owner’s extended coverage title insurance policy, including a mechanics’ lien and judgment affidavit (which affidavit(s) are in the form and content of Exhibit “P” attached hereto); and a “gap closing” indemnity on the Title Company’s standard form assuring the Title Company against title issues arising after the Close of Escrow and before the recording of the Grant Deed the following business day (provided, however, no such additional document shall expand any obligation, covenant, representation or warranty of Seller or result in any new or additional obligation, covenant, representation or warranty of Seller under this Agreement beyond those expressly set forth in this Agreement). In addition to the foregoing, Seller shall deliver to Buyer outside of escrow promptly after the Close of Escrow on the Closing Date the original Leases, all keys for the Property in Seller’s possession or control and any guarantees or warranties relating to Personal Property in Seller’s possession or control. (d) Buyer shall deliver to escrow the balance of the Purchase Price on or before the Closing Date as provided in Section 2(b)(iii) and the following documents before the Close of Escrow: (i) Two counterparts of an Assignment and Assumption of Leases in the form of Exhibit “I” executed by Buyer; (ii) Such conveyancing or transfer tax forms or returns, if any, as required to be delivered or signed by Buyer by applicable state and local law in connection with the conveyance of Real Property; and (iii) Any additional documents that Escrow Holder or the Title Company may reasonably require for the proper consummation of the transaction contemplated by this Agreement including but not limited to written approval of a closing statement consistent with this Agreement (provided, however, no such additional document shall expand any obligation, covenant, representation or warranty of Buyer or result in any new or additional obligation, covenant, representation or warranty of Buyer under this Agreement beyond those expressly set forth in this Agreement). (e) At the Close of Escrow, Escrow Holder shall (i) cause the Grant Deed to be recorded in San Diego County, (ii) deliver to Seller the Purchase Price, plus or minus Seller’s share of any expenses or prorations, (iii) deliver to Buyer the duly executed ▇▇▇▇ of Sale, and (iv) deliver to Buyer and Seller one duly executed counterpart of the Assignment and Assumption of Leases. (f) Expenses and costs concerning the escrow shall be payable as follows: (i) Seller shall pay the portion of the Title Policy premium applicable to a standard coverage owner’s policy and any endorsements necessary to remove any disapproved exceptions that Seller has stated in writing it will remove, any documentary transfer taxes, the recording fees for the Grant Deed, and one-half (1/2) of the escrow fees; (ii) Buyer shall pay the Title Policy premium in excess of Seller’s share described in Section 5(f)(i), and one-half(l/2) of the escrow fees; (iii) Seller and Buyer shall each bear their respective legal and accounting fees and costs (if any); and (iv) All other expenses and costs shall be shared by the parties according to the usual custom in San Diego County. (g) Prior to the Close of Escrow, Seller shall provide Escrow Holder and Buyer with the certification required by Internal Revenue Code Section 1445. In addition, Seller will provide Escrow Holder and Buyer with the certification required to show that withholding is not required pursuant to California Revenue and Taxation Code Sections 18805(d) and 26131(e). (h) Possession of the Property shall be delivered to Buyer at the Close of Escrow, subject to the possession of the tenants under the Leases.

Escrow Provisions. (a) Within one (1) business day following Vendor and Purchaser hereby direct Escrow Agent to retain the mutual execution of Proceeds in its trust account and not to release the same except in accordance with this Agreement. Escrow Agent accepts its responsibilities hereunder and agrees to perform them in accordance with the terms hereof. Escrow Agent shall release the Proceeds and deliver the same to Vendor upon receipt of a written direction signed by both Purchaser and Vendor stating that Vendor has completed two consecutive fiscal quarters with profits as determined in accordance with generally accepted accounting principles (the "Profit Disbursement"). Notwithstanding clause 3.2, Seller above, Escrow Agent shall release all of the Proceeds and Buyer shall open escrow deliver the same to Vendor upon receipt of a written direction signed by delivering a fully executed copy both Purchaser and Vendor stating that the Convertible Debenture has been converted, according to it terms, into Class A common shares in the capital of Vendor. Any interest earned on the Proceeds will be disbursed with whichever portion of the Proceeds as is paid last. Escrow Agent has been informed of the Security Interest and, notwithstanding any provision in this Agreement to Chicago Title Company (“Escrow Holder”) at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attn: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇the contrary, Escrow OfficerAgent shall release the Proceeds (or so much of the Proceeds as it may then control) to Purchaser ten (10) days after the receipt by Escrow Agent of a Statutory Declaration of Purchaser stating that Vendor is in default of its obligations under the Convertible Debenture and that Purchaser is exercising its rights pursuant to the Security Interest (the "Default Declaration"). Upon receipt of a Default Declaration, Escrow Agent will forthwith give notice in writing to Vendor of such receipt and shall send with such notice a copy of the Default Declaration. The “Opening Purchaser and Vendor hereby agree that possession of Escrow” shall be the date that this Agreement has been signed Proceeds by the parties and delivered Escrow Agent pursuant to Escrow Holder, as evidenced by its signing and dating the Consent of Escrow Holder attached hereto. Each party shall execute escrow instructions on the standard form of Escrow Holder. This this Agreement shall be attached deemed to be possession thereof for and made an exhibit to such escrow instructions. To the extent that such escrow instructions conflict with or are inconsistent with any on behalf of the provisions of this Agreement, this Agreement shall control. (b) The escrow Purchaser for the purchase purposes of creating and sale of the Property shall be scheduled to close on September 30, 2014 (“Closing Date”). The closing of the escrow hereunder shall be referred to as the “Close of Escrow”. (c) Before the Closing Date, Seller shall deliver to Buyer through escrow the following: (i) A Grant Deed perfecting a possessory security interest in the form of Exhibit “F” attached to and made a part hereof, conveying to Buyer fee simple title to the Real Property subject only to non-delinquent real property taxes and the Permitted Encumbrances; (ii) A ▇▇▇▇ of Sale in the form of Exhibit “G” attached to and made a part hereof, transferring to Buyer title to such Proceeds under the Personal Property and the Intangible Property as required by this Agreement; Security Act (iiiBritish Columbia) Copies of letters advising tenants under the Leases of the change in ownership of the Project and of the transfer of their security deposits in the form of Exhibit “H” attached to and made a part hereof which letters shall be delivered by Seller to the tenants promptly after Escrow Holder notifies Seller that the escrow has closed, as well as contact information for Buyer; (iv) Two counterparts of an Assignment and Assumption of Leases in the form of Exhibit “I” attached hereto and made a part hereof executed by Seller; (v) An updated Rent Roll (including a listing of all delinquent and prepaid rents) as of a date as close to the Closing Date as practical and no earlier than one week prior to the Close of Escrow, certified by Seller to be the same Rent Roll as used by Seller in the operation of the Project; and (vi) Such conveyancing or transfer tax forms or returns, if anyapplicable, as are required to be delivered or signed by Seller by applicable state and local law in connection with the conveyance of the Real Property; (vii) An affidavit as required by the Foreign Investors Real Property Tax Act, as amended, and the California Revenue and Taxation Code Section 18805 et seq., executed by Seller; (viii) An updated list of Personal Property which Escrow Holder shall attach as Exhibit “1” to the ▇▇▇▇ of Sale; and Security Act (ix) Any additional documents that Escrow Holder or the Title Company may reasonably require for the proper consummation of the transaction contemplated by this Agreement including but not limited to written approval of a closing statement consistent with this Agreement, such affidavits as are customarily required by Title Company on the Title Company’s standard form in connection with issuance of the owner’s extended coverage title insurance policy, including a mechanics’ lien and judgment affidavit (which affidavit(s) are in the form and content of Exhibit “P” attached hereto); and a “gap closing” indemnity on the Title Company’s standard form assuring the Title Company against title issues arising after the Close of Escrow and before the recording of the Grant Deed the following business day (provided, however, no such additional document shall expand any obligation, covenant, representation or warranty of Seller or result in any new or additional obligation, covenant, representation or warranty of Seller under this Agreement beyond those expressly set forth in this Agreement). In addition to the foregoing, Seller shall deliver to Buyer outside of escrow promptly after the Close of Escrow on the Closing Date the original Leases, all keys for the Property in Seller’s possession or control and any guarantees or warranties relating to Personal Property in Seller’s possession or control. (d) Buyer shall deliver to escrow the balance of the Purchase Price on or before the Closing Date as provided in Section 2(b)(iii) and the following documents before the Close of Escrow: (i) Two counterparts of an Assignment and Assumption of Leases in the form of Exhibit “I” executed by Buyer; (ii) Such conveyancing or transfer tax forms or returns, if any, as required to be delivered or signed by Buyer by applicable state and local law in connection with the conveyance of Real Property; and (iii) Any additional documents that Escrow Holder or the Title Company may reasonably require for the proper consummation of the transaction contemplated by this Agreement including but not limited to written approval of a closing statement consistent with this Agreement (provided, however, no such additional document shall expand any obligation, covenant, representation or warranty of Buyer or result in any new or additional obligation, covenant, representation or warranty of Buyer under this Agreement beyond those expressly set forth in this AgreementAlberta). (e) At the Close of Escrow, Escrow Holder shall (i) cause the Grant Deed to be recorded in San Diego County, (ii) deliver to Seller the Purchase Price, plus or minus Seller’s share of any expenses or prorations, (iii) deliver to Buyer the duly executed ▇▇▇▇ of Sale, and (iv) deliver to Buyer and Seller one duly executed counterpart of the Assignment and Assumption of Leases. (f) Expenses and costs concerning the escrow shall be payable as follows: (i) Seller shall pay the portion of the Title Policy premium applicable to a standard coverage owner’s policy and any endorsements necessary to remove any disapproved exceptions that Seller has stated in writing it will remove, any documentary transfer taxes, the recording fees for the Grant Deed, and one-half (1/2) of the escrow fees; (ii) Buyer shall pay the Title Policy premium in excess of Seller’s share described in Section 5(f)(i), and one-half(l/2) of the escrow fees; (iii) Seller and Buyer shall each bear their respective legal and accounting fees and costs (if any); and (iv) All other expenses and costs shall be shared by the parties according to the usual custom in San Diego County. (g) Prior to the Close of Escrow, Seller shall provide Escrow Holder and Buyer with the certification required by Internal Revenue Code Section 1445. In addition, Seller will provide Escrow Holder and Buyer with the certification required to show that withholding is not required pursuant to California Revenue and Taxation Code Sections 18805(d) and 26131(e). (h) Possession of the Property shall be delivered to Buyer at the Close of Escrow, subject to the possession of the tenants under the Leases.

Escrow Provisions. The following terms and conditions shall apply to the escrow hereunder (a) Within one (1) business day following all funds constituting the mutual execution of this Agreement, Seller Escrow Deposit then on deposit in the Escrow Account and Buyer shall open escrow by delivering a fully executed copy of this Agreement interest accrued thereon being hereinafter referred to Chicago Title Company (as the “Escrow HolderFunds”) ): a. Escrow Agent shall deposit the Escrow Funds in a segregated account at ▇▇▇▇ Citibank, N.A. bearing interest at the rate determined by Citibank, N.A. and all interest accruing thereon shall be paid to Purchaser. For purposes of opening such account, Purchaser shall deliver a completed and executed Form W-9 to Escrow Agent on or before delivery by Purchaser of the Escrow Deposit to Escrow Agent. Purchaser and Seller understand and acknowledge that said account in which the Escrow Funds will be held cannot be established until Escrow Agent receives an executed Form W-9 from Purchaser. b. It is agreed by Seller, ▇▇▇▇▇▇▇▇▇ and Escrow Agent that: (i) the duties of Escrow Agent are only as herein specifically provided and are purely ministerial in nature, and Escrow Agent shall incur no liability, except in connection with Escrow Agent’s willful misconduct or gross negligence; (ii) in the performance of ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇Agent’s duties hereunder, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇Agent shall be entitled to rely upon any document, Attn: ▇▇▇instrument or signature believed by ▇▇▇▇▇▇ ▇▇▇▇▇▇, Escrow Officer. The “Opening of Escrow” shall Agent to be the date that this Agreement has been genuine and signed by the parties and delivered to Escrow Holder, as evidenced by its signing and dating the Consent either or both of Escrow Holder attached hereto. Each party shall execute escrow instructions on the standard form of Escrow Holder. This Agreement shall be attached to and made an exhibit to such escrow instructions. To the extent that such escrow instructions conflict with Seller and/or Purchaser or are inconsistent with any of the provisions of this Agreement, this Agreement shall control. (b) The escrow for the purchase and sale of the Property shall be scheduled to close on September 30, 2014 (“Closing Date”). The closing of the escrow hereunder shall be referred to as the “Close of Escrow”. (c) Before the Closing Date, Seller shall deliver to Buyer through escrow the following: (i) A Grant Deed in the form of Exhibit “F” attached to and made a part hereof, conveying to Buyer fee simple title to the Real Property subject only to non-delinquent real property taxes and the Permitted Encumbrances; (ii) A ▇▇▇▇ of Sale in the form of Exhibit “G” attached to and made a part hereof, transferring to Buyer title to the Personal Property and the Intangible Property as required by this Agreementtheir respective successors; (iii) Copies Escrow Agent may assume that any person purporting to give any notice of letters advising tenants under instructions in accordance with the Leases of the change in ownership of the Project and of the transfer of their security deposits in the form of Exhibit “H” attached provisions hereof has been duly authorized to and made a part hereof which letters shall be delivered by Seller to the tenants promptly after Escrow Holder notifies Seller that the escrow has closed, as well as contact information for Buyerdo so; (iv) Two counterparts Escrow Agent shall not be bound by any modification, cancellation or rescission of an Assignment this Escrow Agreement unless in writing and Assumption of Leases in the form of Exhibit “I” attached hereto signed by Escrow Agent, Seller and made a part hereof executed by Seller;Purchaser; and (v) An updated Rent Roll (Seller and Purchaser shall jointly and severally reimburse and indemnify Escrow Agent for, and hold Escrow Agent harmless against, any and all loss, liability, out-of-pocket costs or expenses in connection herewith, including a listing reasonable attorneys’ fees and disbursements arising out of all delinquent or in connection with Escrow Agent’s acceptance of, or the performance of Escrow Agent’s duties and prepaid rents) obligations under, this Escrow Agreement, as well as the reasonable costs and expenses of a date as close defending against any claim or liability arising out of or relating to this Escrow Agreement, except to the Closing Date as practical and no earlier than one week prior to the Close extent that it is determined that Escrow Agent was guilty of Escrow, certified by Seller to be the same Rent Roll as used by Seller in the operation of the Project; andgross negligence or willful misconduct. (vi) Such conveyancing Purchaser and Seller acknowledge that they are aware that the Federal Deposit Insurance Corporation (FDIC) coverage applies only to a cumulative maximum amount for each individual depositor for all of depositor’s accounts at the same or transfer tax forms related institution. Purchaser and Seller are further aware that Escrow Agent is not responsible for levies by taxing authorities based upon the taxpayer identification number used to establish this interest bearing account. c. Escrow Agent is acting as a custodian only with respect to the Escrow Funds. If there is any dispute as to whether Escrow Agent is obligated to deliver all or returnsany portion of the Escrow Funds or as to whom the proceeds of the Escrow Funds are to be delivered, Escrow Agent shall not be required to make any delivery, but in such event Escrow Agent shall hold the Escrow Funds (together with all interest thereon, if any) until receipt by Escrow Agent of an authorization in writing, as are required to be delivered or signed by Seller by applicable state and local law in connection with Purchaser, directing the conveyance disposition of the Real Property; Escrow Funds, or, in the absence of such authorization, Escrow Agent shall hold the Escrow Funds, until the final determination of the rights of the parties in an appropriate proceeding. If such written authorization is not given, or proceedings for such determination have not begun within ninety (vii90) An affidavit as required by days after the Foreign Investors Real Property Tax Act, as amendeddate Escrow Agent receives written notice of such dispute, and the California Revenue and Taxation Code Section 18805 et seq., executed by Seller; (viii) An updated list of Personal Property which Escrow Holder shall attach as Exhibit “1” to the ▇▇▇▇ of Sale; and (ix) Any additional documents that Escrow Holder or the Title Company may reasonably require for the proper consummation of the transaction contemplated by this Agreement including but not limited to written approval of a closing statement consistent with this Agreement, such affidavits as are customarily required by Title Company on the Title Company’s standard form in connection with issuance of the owner’s extended coverage title insurance policy, including a mechanics’ lien and judgment affidavit (which affidavit(s) are in the form and content of Exhibit “P” attached hereto); and a “gap closing” indemnity on the Title Company’s standard form assuring the Title Company against title issues arising after the Close of Escrow and before the recording of the Grant Deed the following business day (provided, however, no such additional document shall expand any obligation, covenant, representation or warranty of Seller or result in any new or additional obligation, covenant, representation or warranty of Seller under this Agreement beyond those expressly set forth in this Agreement). In addition to the foregoing, Seller shall deliver to Buyer outside of escrow promptly after the Close of Escrow on the Closing Date the original Leases, all keys for the Property in Seller’s possession or control and any guarantees or warranties relating to Personal Property in Seller’s possession or control. (d) Buyer shall deliver to escrow the balance of the Purchase Price on or before the Closing Date as provided in Section 2(b)(iii) and the following documents before the Close of Escrow: (i) Two counterparts of an Assignment and Assumption of Leases in the form of Exhibit “I” executed by Buyer; (ii) Such conveyancing or transfer tax forms or returns, if any, as required to be delivered or signed by Buyer by applicable state and local law in connection with the conveyance of Real Property; and (iii) Any additional documents that Escrow Holder or the Title Company may reasonably require for the proper consummation of the transaction contemplated by this Agreement including but not limited to written approval of a closing statement consistent with this Agreement (provided, however, no such additional document shall expand any obligation, covenant, representation or warranty of Buyer or result in any new or additional obligation, covenant, representation or warranty of Buyer under this Agreement beyond those expressly set forth in this Agreement). (e) At the Close of Escrowthereafter diligently continued, Escrow Holder shall (i) cause the Grant Deed to be recorded in San Diego CountyAgent may, (ii) deliver to Seller the Purchase Price, plus or minus Seller’s share of any expenses or prorations, (iii) deliver to Buyer the duly executed ▇▇▇▇ of Sale, and (iv) deliver to Buyer and Seller one duly executed counterpart of the Assignment and Assumption of Leases. (f) Expenses and costs concerning the escrow shall be payable as follows: (i) Seller shall pay the portion of the Title Policy premium applicable to a standard coverage owner’s policy and any endorsements necessary to remove any disapproved exceptions that Seller has stated in writing it will remove, any documentary transfer taxes, the recording fees for the Grant Deed, and one-half (1/2) of the escrow fees; (ii) Buyer shall pay the Title Policy premium in excess of Seller’s share described in Section 5(f)(i), and one-half(l/2) of the escrow fees; (iii) Seller and Buyer shall each bear their respective legal and accounting fees and costs (if any); and (iv) All other expenses and costs shall be shared by the parties according to the usual custom in San Diego County. (g) Prior to the Close of Escrow, Seller shall provide Escrow Holder and Buyer with the certification required by Internal Revenue Code Section 1445. In addition, Seller will provide Escrow Holder and Buyer with the certification required to show that withholding but is not required pursuant to, bring an appropriate action or proceeding for leave to California Revenue deposit the Escrow Funds in court, pending such determination. Escrow Agent shall be reimbursed for all out-of-pocket costs and Taxation Code Sections 18805(d) expenses of such action or proceeding including, without limitation, reasonable attorneys’ fees and 26131(e)disbursements, by the party determined not to be entitled to the Escrow Funds, or if the Escrow Funds are split between the parties hereto, such costs of Escrow Agent shall be split, pro rata, between Seller and Purchaser, upon the amount of Escrow Funds received by each party. Upon making delivery of all of the Escrow Funds, in the manner provided in this Escrow Agreement, Escrow Agent shall have no further liability hereunder. (h) Possession d. Seller and Purchaser acknowledge and agree Escrow Agent shall not be paid any amount to cover its expenses in opening, maintaining and disbursing the proceeds of the Property shall be delivered to Buyer at the Close of Escrow, subject to the possession of the tenants under the LeasesEscrow Account.

Escrow Provisions. DiGenova acknowledges that the Shares to be issued upon the exercise ▇▇ ▇▇▇ Warrant shall be subject to the escrow provisions of the Merger Agreement and the Escrow Agreement. DiGenova acknowledges and agrees that, upon any exercise of the Warra▇▇, ▇▇▇E will deliver 15% of the Shares for which the Warrant is exercised (acollectively, the "Escrow Shares") Within one to the Escrow Agent for deposit into the Escrow Account established with the Escrow Agent under the Escrow Agreement for the purpose of securing the indemnification obligations (1including DiGenova's indemnification obligations) business day following the mutual execution of this Agreement, Seller and Buyer shall open escrow by delivering a fully executed copy of this Agreement to Chicago Title Company (“Escrow Holder”) at set forth in Article VIII ▇▇ ▇▇▇ ▇▇▇ger Agreement, all as contemplated by, and subject to the terms and conditions of, Section 3.14 and Article VIII of the Merger Agreement and the Escrow Agreement. DiGenova further acknowledges and agrees that the Escrow Shares sh▇▇▇ ▇▇ ▇ubject to all of the applicable terms and provisions of the Merger Agreement and Escrow Agreement, including the terms and conditions relating to the release thereof and the use thereof as security to satisfy the claims of the Indemnified Parties. DiGenova (i) irrevocably appoints and constitutes the Stockhold▇▇ ▇▇▇▇▇t from time to time as his exclusive agent, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attn: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Escrow Officer. The “Opening of Escrow” shall be the date that this Agreement has been signed by the parties attorney-in-fact and delivered representative in relation to Escrow Holder, as evidenced by its signing and dating the Consent of Escrow Holder attached hereto. Each party shall execute escrow instructions on the standard form of Escrow Holder. This Agreement shall be attached to and made an exhibit to such escrow instructions. To the extent that such escrow instructions conflict with or are inconsistent with any of the provisions of this Agreement, this Agreement shall control. (b) The escrow for the purchase and sale of the Property shall be scheduled to close on September 30, 2014 (“Closing Date”). The closing of the escrow hereunder shall be referred to as the “Close of Escrow”. (c) Before the Closing Date, Seller shall deliver to Buyer through escrow the following: (i) A Grant Deed in the form of Exhibit “F” attached to and made a part hereof, conveying to Buyer fee simple title to the Real Property subject only to non-delinquent real property taxes and the Permitted Encumbrances; (ii) A ▇▇▇▇ of Sale in the form of Exhibit “G” attached to and made a part hereof, transferring to Buyer title to the Personal Property and the Intangible Property as required by this Agreement; (iii) Copies of letters advising tenants under the Leases of the change in ownership of the Project and of the transfer of their security deposits in the form of Exhibit “H” attached to and made a part hereof which letters shall be delivered by Seller to the tenants promptly after Escrow Holder notifies Seller that the escrow has closed, as well as contact information for Buyer; (iv) Two counterparts of an Assignment and Assumption of Leases in the form of Exhibit “I” attached hereto and made a part hereof executed by Seller; (v) An updated Rent Roll (including a listing of all delinquent and prepaid rents) as of a date as close to the Closing Date as practical and no earlier than one week prior to the Close of Escrow, certified by Seller to be the same Rent Roll as used by Seller in the operation of the Project; and (vi) Such conveyancing or transfer tax forms or returns, if any, as are required to be delivered or signed by Seller by applicable state and local law in connection with the conveyance afore-referenced provisions of the Real Property; (vii) An affidavit as required by the Foreign Investors Real Property Tax Act, as amended, Merger Agreement and the California Revenue and Taxation Code Section 18805 et seq., executed by Seller; (viii) An updated list of Personal Property which Escrow Holder shall attach as Exhibit “1” to the ▇▇▇▇ of Sale; and (ix) Any additional documents that Escrow Holder or the Title Company may reasonably require for the proper consummation of the transaction contemplated by this Agreement including but not limited to written approval of a closing statement consistent with this Agreement, such affidavits as are customarily required by Title Company on the Title Company’s standard form in connection with issuance of the owner’s extended coverage title insurance policy, including a mechanics’ lien and judgment affidavit (which affidavit(s) are in the form and content of Exhibit “P” attached hereto); and a “gap closing” indemnity on the Title Company’s standard form assuring the Title Company against title issues arising after the Close of Escrow and before the recording of the Grant Deed the following business day (provided, however, no such additional document shall expand any obligation, covenant, representation or warranty of Seller or result in any new or additional obligation, covenant, representation or warranty of Seller under this Agreement beyond those expressly set forth in this Agreement). In addition to the foregoing, Seller shall deliver to Buyer outside of escrow promptly after the Close of Escrow on the Closing Date the original Leases, all keys for the Property in Seller’s possession or control and any guarantees or warranties relating to Personal Property in Seller’s possession or control. (d) Buyer shall deliver to escrow the balance of the Purchase Price on or before the Closing Date as provided in Section 2(b)(iii) and the following documents before the Close of Escrow: (i) Two counterparts of an Assignment and Assumption of Leases in the form of Exhibit “I” executed by Buyer; (ii) Such conveyancing or transfer tax forms or returns, if any, as required to be delivered or signed by Buyer by applicable state and local law in connection with the conveyance of Real Property; and (iii) Any additional documents that Escrow Holder or the Title Company may reasonably require for the proper consummation of the transaction transactions contemplated by this Agreement including but not limited to written approval of a closing statement consistent with this Agreement (provided, however, no such additional document shall expand any obligation, covenant, representation or warranty of Buyer or result in any new or additional obligation, covenant, representation or warranty of Buyer under this Agreement beyond those expressly set forth in this Agreement). (e) At the Close of Escrow, Escrow Holder shall (i) cause the Grant Deed to be recorded in San Diego Countythereby, (ii) deliver consents to Seller and authorizes the Purchase PriceStockholder Agent to take or omit to take any and all actions and to make or omit to make any and all decisions required or permitted to be taken by it under the Merger Agreement or the Escrow Agreement, plus or minus Seller’s share of any expenses or prorations, and (iii) deliver consents to Buyer and approves the duly executed ▇▇▇▇ of Sale, terms and (iv) deliver to Buyer and Seller one duly executed counterpart provisions of the Assignment and Assumption of LeasesEscrow Agreement. (f) Expenses and costs concerning the escrow shall be payable as follows: (i) Seller shall pay the portion of the Title Policy premium applicable to a standard coverage owner’s policy and any endorsements necessary to remove any disapproved exceptions that Seller has stated in writing it will remove, any documentary transfer taxes, the recording fees for the Grant Deed, and one-half (1/2) of the escrow fees; (ii) Buyer shall pay the Title Policy premium in excess of Seller’s share described in Section 5(f)(i), and one-half(l/2) of the escrow fees; (iii) Seller and Buyer shall each bear their respective legal and accounting fees and costs (if any); and (iv) All other expenses and costs shall be shared by the parties according to the usual custom in San Diego County. (g) Prior to the Close of Escrow, Seller shall provide Escrow Holder and Buyer with the certification required by Internal Revenue Code Section 1445. In addition, Seller will provide Escrow Holder and Buyer with the certification required to show that withholding is not required pursuant to California Revenue and Taxation Code Sections 18805(d) and 26131(e). (h) Possession of the Property shall be delivered to Buyer at the Close of Escrow, subject to the possession of the tenants under the Leases.

Escrow Provisions. The Deposit and any other sums (including without limitation, any interest earned thereon) which the parties agree shall be held in escrow (collectively “Escrow Funds”), shall be held by Escrow Agent, in trust and disposed of only in accordance with the following provisions: (a) Within one Escrow Agent hereby agrees to hold, administer, and disburse the Escrow Funds pursuant to this Agreement. Escrow Agent shall invest such Escrow Funds in a segregated, interest-bearing money market account at Citibank, N.A., as provided in Section 3.2. In the event any interest or other income shall be earned on such Escrow Funds, such interest or other income shall become a part of the Escrow Funds and will be the property of the party entitled to the Deposit pursuant to this Agreement. Purchaser’s and Seller’s Federal Identification Numbers are set forth below. (1b) business At such time as Escrow Agent receives written notice from either Purchaser or Seller, or both, setting forth the identity of the party to whom such Escrow Funds (or portions thereof) are to be disbursed and further setting forth the specific section or paragraph of the Agreement pursuant to which the disbursement of such Escrow Funds (or portions thereof) is being requested, Escrow Agent shall disburse such Escrow Funds pursuant to such notice; provided, however, that if such notice is given by either Purchaser or Seller but not both, Escrow Agent shall (i) promptly notify the other party (either Purchaser or Seller as the case may be) that Escrow Agent has received a request for disbursement, and (ii) withhold disbursement of such Escrow Funds for a period of ten (10) days after receipt of such notice of disbursement and if Escrow Agent receives written notice from either Purchaser or Seller within said ten (10) day following period which notice countermands the mutual execution earlier notice of disbursement, then Escrow Agent shall withhold such disbursement until both Purchaser and Seller can agree upon a disbursement of such Escrow Funds. Purchaser and Seller hereby agree to send to the other, pursuant to Section 15.6 below, a duplicate copy of any written notice sent to Escrow Agent and requesting any such disbursement or countermanding a request for disbursement. (c) In performing any of its duties hereunder, Escrow Agent shall not incur any liability to anyone for any damages, losses, or expenses, except for willful default or breach of trust, and it shall accordingly not incur any such liability with respect to (i) any action taken or omitted in good faith upon advice of its legal counsel given with respect to any questions relating to the duties and responsibilities of Escrow Agent under this Agreement, Seller or (ii) any action taken or omitted in reliance upon any instrument, including any written notice or instruction provided for in this Agreement, not only as to its due execution and Buyer the validity and effectiveness of its provisions but also as to the truth and accuracy of any information contained therein, which Escrow Agent shall open escrow by delivering a fully executed copy of this Agreement in good faith believe to Chicago Title Company (“Escrow Holder”) at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇be genuine, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attn: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Escrow Officer. The “Opening of Escrow” shall be the date that this Agreement has to have been signed or presented by the parties a proper person or persons, and delivered to Escrow Holder, as evidenced by its signing and dating the Consent of Escrow Holder attached hereto. Each party shall execute escrow instructions on the standard form of Escrow Holder. This Agreement shall be attached to and made an exhibit to such escrow instructions. To the extent that such escrow instructions conflict conform with or are inconsistent with any of the provisions of this Agreement, this Agreement shall control. (b) The escrow for the purchase and sale of the Property shall be scheduled to close on September 30, 2014 (“Closing Date”). The closing of the escrow hereunder shall be referred to as the “Close of Escrow”. (c) Before the Closing Date, Seller shall deliver to Buyer through escrow the following: (i) A Grant Deed in the form of Exhibit “F” attached to and made a part hereof, conveying to Buyer fee simple title to the Real Property subject only to non-delinquent real property taxes and the Permitted Encumbrances; (ii) A ▇▇▇▇ of Sale in the form of Exhibit “G” attached to and made a part hereof, transferring to Buyer title to the Personal Property and the Intangible Property as required by this Agreement; (iii) Copies of letters advising tenants under the Leases of the change in ownership of the Project and of the transfer of their security deposits in the form of Exhibit “H” attached to and made a part hereof which letters shall be delivered by Seller to the tenants promptly after Escrow Holder notifies Seller that the escrow has closed, as well as contact information for Buyer; (iv) Two counterparts of an Assignment and Assumption of Leases in the form of Exhibit “I” attached hereto and made a part hereof executed by Seller; (v) An updated Rent Roll (including a listing of all delinquent and prepaid rents) as of a date as close to the Closing Date as practical and no earlier than one week prior to the Close of Escrow, certified by Seller to be the same Rent Roll as used by Seller in the operation of the Project; and (vi) Such conveyancing or transfer tax forms or returns, if any, as are required to be delivered or signed by Seller by applicable state and local law in connection with the conveyance of the Real Property; (vii) An affidavit as required by the Foreign Investors Real Property Tax Act, as amended, and the California Revenue and Taxation Code Section 18805 et seq., executed by Seller; (viii) An updated list of Personal Property which Escrow Holder shall attach as Exhibit “1” to the ▇▇▇▇ of Sale; and (ix) Any additional documents that Escrow Holder or the Title Company may reasonably require for the proper consummation of the transaction contemplated by this Agreement including but not limited to written approval of a closing statement consistent with this Agreement, such affidavits as are customarily required by Title Company on the Title Company’s standard form in connection with issuance of the owner’s extended coverage title insurance policy, including a mechanics’ lien and judgment affidavit (which affidavit(s) are in the form and content of Exhibit “P” attached hereto); and a “gap closing” indemnity on the Title Company’s standard form assuring the Title Company against title issues arising after the Close of Escrow and before the recording of the Grant Deed the following business day (provided, however, no such additional document shall expand any obligation, covenant, representation or warranty of Seller or result in any new or additional obligation, covenant, representation or warranty of Seller under this Agreement beyond those expressly set forth in this Agreement). In addition to the foregoing, Seller shall deliver to Buyer outside of escrow promptly after the Close of Escrow on the Closing Date the original Leases, all keys for the Property in Seller’s possession or control and any guarantees or warranties relating to Personal Property in Seller’s possession or control. (d) Buyer shall deliver Notwithstanding the provisions of Section 14.1 (b), in the event of a dispute between Purchaser and Seller sufficient, in the sole discretion of Escrow Agent to escrow justify its doing so or in the balance of event that Escrow Agent has not disbursed the Purchase Price Escrow Funds on or before ten (10) days after the Closing Date Date, Escrow Agent shall be entitled to tender into the registry or custody of any court of competent jurisdiction the Escrow Funds, together with such legal pleadings as provided it may deem appropriate, and thereupon be discharged from all further duties and liabilities under this Agreement. Any such legal action may be brought in Section 2(b)(iii) and the following documents before the Close of Escrow: (i) Two counterparts of an Assignment and Assumption of Leases a federal or state court in the form of Exhibit “I” executed by Buyer; (ii) Such conveyancing or transfer tax forms or returnsNew York County, New York or, if any, is such courts do not have jurisdiction as required to be delivered the parties or signed by Buyer by applicable state and local law in connection with the conveyance of Real Property; and (iii) Any additional documents that matters involved then such court as Escrow Holder or the Title Company may reasonably require for the proper consummation of the transaction contemplated by this Agreement including but not limited Agent shall determine to written approval of a closing statement consistent with this Agreement (provided, however, no such additional document shall expand any obligation, covenant, representation or warranty of Buyer or result in any new or additional obligation, covenant, representation or warranty of Buyer under this Agreement beyond those expressly set forth in this Agreement)have jurisdiction thereof. (e) At Escrow Agent has executed this Agreement in the Close of Escrow, place indicated on the signature page hereof in order to confirm that the Escrow Holder Agent has received the Deposit and shall (i) cause hold the Grant Deed to be recorded Escrow Funds in San Diego County, (ii) deliver to Seller the Purchase Price, plus or minus Seller’s share of any expenses or prorations, (iii) deliver to Buyer the duly executed ▇▇▇▇ of Saleescrow, and (iv) deliver to Buyer and Seller one duly executed counterpart of shall disburse the Assignment and Assumption of Leases. (f) Expenses and costs concerning the escrow shall be payable as follows: (i) Seller shall pay the portion of the Title Policy premium applicable to a standard coverage owner’s policy and any endorsements necessary to remove any disapproved exceptions that Seller has stated in writing it will remove, any documentary transfer taxes, the recording fees for the Grant Deed, and one-half (1/2) of the escrow fees; (ii) Buyer shall pay the Title Policy premium in excess of Seller’s share described in Section 5(f)(i), and one-half(l/2) of the escrow fees; (iii) Seller and Buyer shall each bear their respective legal and accounting fees and costs (if any); and (iv) All other expenses and costs shall be shared by the parties according Escrow Funds pursuant to the usual custom in San Diego Countyprovisions of this Article XIV. (g) Prior to the Close of Escrow, Seller shall provide Escrow Holder and Buyer with the certification required by Internal Revenue Code Section 1445. In addition, Seller will provide Escrow Holder and Buyer with the certification required to show that withholding is not required pursuant to California Revenue and Taxation Code Sections 18805(d) and 26131(e). (h) Possession of the Property shall be delivered to Buyer at the Close of Escrow, subject to the possession of the tenants under the Leases.

Escrow Provisions. (a) Within one (1) business day following the mutual execution of this Agreement, 10.1 Seller and Buyer shall open escrow by delivering a fully executed copy hereby appoint Escrowee to serve as such pursuant to the terms of this Agreement to Chicago Title Company (“Escrow Holder”) at Contract. The parties acknowledge that ▇▇▇▇▇▇▇▇ is acting solely as a stakeholder at their request and for their convenience and as such shall not be deemed to be the agent of either of the parties. 10.2 Buyer shall pay the sum or sums, as applicable, to be paid under 1.1(b) by wire transfer to Escrowee. As soon as practicable after collection, Escrowee shall hold the proceeds thereof in escrow, in an escrow account and shall invest the proceeds in an interest bearing account of a Federally insured banking institution. Escrowee shall apply the Deposit as provided in the separate escrow instructions referred to in 7.2(a) or, in any other case, as expressly provided in this Contract. The tax identification numbers of the parties are set forth opposite their signatures to this Contract. 10.3 The duties of Escrowee shall be determined solely by the express provisions of this Contract and the separate escrow instructions referred to in 7.2. If there is any dispute or doubt as to which party is entitled to the Deposit, Escrowee may hold the Deposit until receipt of a written authorization signed by the parties or a final judgment of a court of competent jurisdiction directing the disposition of the Deposit. In the absence of such authorization, the parties authorize Escrowee, at the joint and several cost of Seller and Buyer, without creating any obligation on the part of Escrowee, if this Contract or the Deposit becomes involved in litigation, to deliver the Deposit to the clerk of the court in which the litigation is pending or, if it is threatened with litigation, to interplead all interested parties in the court of general jurisdiction in the county in which the Premises are located and to deliver the Deposit to the clerk of that court; and upon such delivery, Escrowee shall be fully relieved and discharged of any further responsibilities under this Contract. 10.4 The Deposit shall be paid by ▇▇▇▇▇▇▇▇ to Seller at Closing and credited against the Purchase Price. If the Closing does not occur due to the exercise of a Termination Option, the Deposit shall be paid to Buyer unless the conditions of the specific Termination Option shall provide otherwise. 10.5 The parties acknowledge that the Escrowee is not responsible or liable in any manner whatever for the sufficiency, correctness, genuineness or validity or the subject matter of any agreement, by, between or among the Seller and Buyer. Seller and ▇▇▇▇▇ agree to indemnify and hold harmless Escrowee, jointly and severally, from any loss, claim, expense or damage (including court costs and attorneys’ fees) incurred in connection with the performance of the Escrowee’s duties hereunder, except for ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇’s bad faith, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attn: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Escrow Officerwillful misconduct or negligence. The “Opening of Escrow” shall be the date that this Agreement has been signed by the parties and delivered to Escrow Holder, as evidenced by its signing and dating the Consent of Escrow Holder attached hereto. Each party shall execute escrow instructions on the standard form of Escrow Holder. This Agreement shall be attached to and made an exhibit to such escrow instructions. To the extent that such escrow instructions conflict with or are inconsistent with any of the provisions of this Agreement, this Agreement shall control. (b) The escrow for the purchase and sale of the Property shall be scheduled to close on September 30, 2014 (“Closing Date”). The closing of the escrow hereunder shall be referred to as the “Close of Escrow”. (c) Before the Closing Date, Seller shall deliver to Buyer through escrow the following: (i) A Grant Deed in the form of Exhibit “F” attached to and made a part hereof, conveying to Buyer fee simple title to the Real Property subject only to non-delinquent real property taxes and the Permitted Encumbrances; (ii) A ▇▇▇▇ of Sale in the form of Exhibit “G” attached to and made a part hereof, transferring to Buyer title to the Personal Property and the Intangible Property as required by this Agreement; (iii) Copies of letters advising tenants under the Leases of the change in ownership of the Project and of the transfer of their security deposits in the form of Exhibit “H” attached to and made a part hereof which letters shall be delivered by Seller to the tenants promptly after Escrow Holder notifies Seller that the escrow has closed, as well as contact information for Buyer; (iv) Two counterparts of an Assignment and Assumption of Leases in the form of Exhibit “I” attached hereto and made a part hereof executed by Seller; (v) An updated Rent Roll (including a listing of all delinquent and prepaid rents) as of a date as close to the Closing Date as practical and no earlier than one week prior to the Close of Escrow, certified by Seller to be the same Rent Roll as used by Seller in the operation of the Project; and (vi) Such conveyancing or transfer tax forms or returns, if any, as are required to be delivered or signed by Seller by applicable state and local law in connection with the conveyance of the Real Property; (vii) An affidavit as required by the Foreign Investors Real Property Tax Act, as amended, and the California Revenue and Taxation Code Section 18805 et seq., executed by Seller; (viii) An updated list of Personal Property which Escrow Holder shall attach as Exhibit “1” to the ▇▇▇▇ of Sale; and (ix) Any additional documents that Escrow Holder or the Title Company may reasonably require for the proper consummation of the transaction contemplated by this Agreement including but not limited to written approval of a closing statement consistent with this Agreement, such affidavits as are customarily required by Title Company on the Title Company’s standard form in connection with issuance of the owner’s extended coverage title insurance policy, including a mechanics’ lien and judgment affidavit (which affidavit(s) are in the form and content of Exhibit “P” attached hereto); and a “gap closing” indemnity on the Title Company’s standard form assuring the Title Company against title issues arising after the Close of Escrow and before the recording of the Grant Deed the following business day (provided, however, no such additional document shall expand any obligation, covenant, representation or warranty of Seller or result in any new or additional obligation, covenant, representation or warranty of Seller under this Agreement beyond those expressly set forth in this Agreement). In addition to the foregoing, Seller shall deliver to Buyer outside of escrow promptly after the Close of Escrow on the Closing Date the original Leases, all keys for the Property in Seller’s possession or control and any guarantees or warranties relating to Personal Property in Seller’s possession or control. (d) Buyer shall deliver to escrow the balance of the Purchase Price on or before the Closing Date as provided in Section 2(b)(iii) and the following documents before the Close of Escrow: (i) Two counterparts of an Assignment and Assumption of Leases in the form of Exhibit “I” executed by Buyer; (ii) Such conveyancing or transfer tax forms or returns, if any, as required to be delivered or signed by Buyer by applicable state and local law in connection with the conveyance of Real Property; and (iii) Any additional documents that Escrow Holder or the Title Company may reasonably require for the proper consummation of the transaction contemplated by this Agreement including but not limited to written approval of a closing statement consistent with this Agreement (provided, however, no such additional document shall expand any obligation, covenant, representation or warranty of Buyer or result in any new or additional obligation, covenant, representation or warranty of Buyer under this Agreement beyond those expressly set forth in this Agreement). (e) At the Close of Escrow, Escrow Holder shall (i) cause the Grant Deed to be recorded in San Diego County, (ii) deliver to Seller the Purchase Price, plus or minus Seller’s share of any expenses or prorations, (iii) deliver to Buyer the duly executed ▇▇▇▇ of Sale, and (iv) deliver to Buyer and Seller one duly executed counterpart of the Assignment and Assumption of Leases. (f) Expenses and costs concerning the escrow shall be payable as follows: (i) Seller shall pay the portion of the Title Policy premium applicable to a standard coverage owner’s policy and any endorsements necessary to remove any disapproved exceptions that Seller has stated in writing it will remove, any documentary transfer taxes, the recording fees for the Grant Deed, and one-half (1/2) of the escrow fees; (ii) Buyer shall pay the Title Policy premium in excess of Seller’s share described in Section 5(f)(i), and one-half(l/2) of the escrow fees; (iii) Seller and Buyer agree that the Escrowee shall each bear their respective legal not be responsible in any manner for the validity or sufficiency of any cash, instruments, wire transfer or any other property delivered to it hereunder, or for the value or collectibility of any check or other instrument so delivered or for any representation made or obligations assumed by Seller or Buyer and accounting fees and costs (if any); and (iv) All other expenses and costs nothing herein shall be shared deemed to obligate Escrowee to deliver any cash or wire any funds or release any documents unless the same shall have first been received by the parties according to the usual custom in San Diego County. (g) Prior to the Close of Escrow, Seller shall provide Escrow Holder and Buyer with the certification required by Internal Revenue Code Section 1445. In addition, Seller will provide Escrow Holder and Buyer with the certification required to show that withholding is not required Escrowee pursuant to California Revenue and Taxation Code Sections 18805(d) and 26131(e). (h) Possession of the Property shall be delivered to Buyer at the Close of Escrowthis Contract. Eagle IV Business Centre Sale Contract Execution version July 14, subject to the possession of the tenants under the Leases.2022

Escrow Provisions. SECTION 4.01. A. The Additional Space Fixed Rent paid hereunder (athe "Escrowed Funds") Within one (1) business day following the mutual execution of this Agreement, Seller and Buyer shall open be held in escrow by delivering a fully executed copy of this Agreement to Chicago Title Company (“Escrow Holder”) at ▇▇▇▇ ▇▇▇the Owner's attorney, ▇▇▇▇▇▇ ▇& ▇▇▇▇, ▇▇▇▇▇ ▇▇▇LLP ("Escrow Agent"), ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attn: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Escrow Officer. The “Opening of Escrow” shall be Suite 400, Garden City, New York 11530, upon the date that this Agreement has been signed by the parties following terms and delivered to Escrow Holder, as evidenced by its signing and dating the Consent of Escrow Holder attached hereto. Each party shall execute escrow instructions on the standard form of Escrow Holder. This Agreement shall be attached to and made an exhibit to such escrow instructions. To the extent that such escrow instructions conflict with or are inconsistent with any of the provisions of this Agreement, this Agreement shall control. (b) The escrow for the purchase and sale of the Property shall be scheduled to close on September 30, 2014 (“Closing Date”). The closing of the escrow hereunder shall be referred to as the “Close of Escrow”. (c) Before the Closing Date, Seller shall deliver to Buyer through escrow the followingconditions: (i) A Grant Deed The Escrowed Funds shall be held in a non interest-bearing ▇▇▇▇ account at The Chase Manhattan Bank, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, New York 11514. Notwithstanding the form of Exhibit “F” attached foregoing, Escrow Agent shall not be liable to and made a part hereof, conveying either party for any loss to Buyer fee simple title to the Real Property subject only to non-delinquent real property taxes and the Permitted Encumbrances;any institutional failure. (ii) A ▇▇▇▇ of Sale in If the form of Exhibit “G” attached Additional Space Commencement Date shall occur, the Escrow Agent shall deliver the Escrowed Funds to and made a part hereof, transferring to Buyer title to the Personal Property and the Intangible Property as required by this Agreement;Owner. (iii) Copies of letters advising tenants under If this First Amendment to Lease is terminated in accordance with the Leases terms hereof, the Escrow Agent shall pay the Escrowed Funds to Tenant. SECTION 4.02. It is agreed that the duties of the change Escrow Agent are only as herein specifically provided, and are purely ministerial in ownership of the Project and of the transfer of their security deposits in the form of Exhibit “H” attached to and made a part hereof which letters shall be delivered by Seller to the tenants promptly after Escrow Holder notifies Seller that the escrow has closed, as well as contact information for Buyer; (iv) Two counterparts of an Assignment and Assumption of Leases in the form of Exhibit “I” attached hereto and made a part hereof executed by Seller; (v) An updated Rent Roll (including a listing of all delinquent and prepaid rents) as of a date as close to the Closing Date as practical and no earlier than one week prior to the Close of Escrow, certified by Seller to be the same Rent Roll as used by Seller in the operation of the Project; and (vi) Such conveyancing or transfer tax forms or returns, if any, as are required to be delivered or signed by Seller by applicable state and local law in connection with the conveyance of the Real Property; (vii) An affidavit as required by the Foreign Investors Real Property Tax Act, as amendednature, and the California Revenue Escrow Agent shall incur no liability whatever except for willful misconduct or gross negligence, as long as the Escrow Agent has acted in good faith Owner and Taxation Code Section 18805 et seqTenant each hereby release the Escrow Agent from any act done or omitted to be done by the Escrow Agent in good faith and the performance of its duties hereunder., executed by Seller; (viii) An updated list of Personal Property which SECTION 4.03. The Escrow Holder shall attach Agent is acting as Exhibit “1” a stakeholder only with respect to the ▇▇▇▇ of Sale; and (ix) Any additional documents that Escrowed Funds. If there is any dispute as to whether the Escrow Holder Agent is obligated to deliver the Escrowed Funds or as to whom said Escrow Funds is to be delivered, the Title Company Escrow Agent shall not be required to make any delivery, but in such event the Escrow Agent may reasonably require for hold the proper consummation same until the Escrow Agent receives an authorization in writing, signed by all the parties having any interest in such dispute, directing the disposition of the transaction contemplated by this Agreement including but not limited to written approval Escrowed Funds, or in the absence of a closing statement consistent with this Agreement, such affidavits as are customarily required by Title Company on authorization the Title Company’s standard form in connection with issuance Escrow Agent may hold the Escrow Funds until the final determination of the owner’s extended coverage title insurance policy, including a mechanics’ lien and judgment affidavit (which affidavit(s) are in the form and content of Exhibit “P” attached hereto); and a “gap closing” indemnity on the Title Company’s standard form assuring the Title Company against title issues arising after the Close of Escrow and before the recording rights of the Grant Deed the following business day (provided, however, no parties in an appropriate proceeding. If such additional document shall expand any obligation, covenant, representation or warranty of Seller or result in any new or additional obligation, covenant, representation or warranty of Seller under this Agreement beyond those expressly set forth in this Agreement). In addition to the foregoing, Seller shall deliver to Buyer outside of escrow promptly after the Close of Escrow on the Closing Date the original Leases, all keys for the Property in Seller’s possession or control and any guarantees or warranties relating to Personal Property in Seller’s possession or control. (d) Buyer shall deliver to escrow the balance of the Purchase Price on or before the Closing Date as provided in Section 2(b)(iii) and the following documents before the Close of Escrow: (i) Two counterparts of an Assignment and Assumption of Leases in the form of Exhibit “I” executed by Buyer; (ii) Such conveyancing or transfer tax forms or returns, if any, as required to be delivered or signed by Buyer by applicable state and local law in connection with the conveyance of Real Property; and (iii) Any additional documents that Escrow Holder or the Title Company may reasonably require for the proper consummation of the transaction contemplated by this Agreement including but written authorization is not limited to written approval of a closing statement consistent with this Agreement (provided, however, no such additional document shall expand any obligation, covenant, representation or warranty of Buyer or result in any new or additional obligation, covenant, representation or warranty of Buyer under this Agreement beyond those expressly set forth in this Agreement). (e) At the Close of Escrow, Escrow Holder shall (i) cause the Grant Deed to be recorded in San Diego County, (ii) deliver to Seller the Purchase Price, plus or minus Seller’s share of any expenses or prorations, (iii) deliver to Buyer the duly executed ▇▇▇▇ of Sale, and (iv) deliver to Buyer and Seller one duly executed counterpart of the Assignment and Assumption of Leases. (f) Expenses and costs concerning the escrow shall be payable as follows: (i) Seller shall pay the portion of the Title Policy premium applicable to a standard coverage owner’s policy and any endorsements necessary to remove any disapproved exceptions that Seller has stated in writing it will remove, any documentary transfer taxesgiven, the recording fees for the Grant DeedEscrow Agent may, and one-half (1/2) of the escrow fees; (ii) Buyer shall pay the Title Policy premium in excess of Seller’s share described in Section 5(f)(i), and one-half(l/2) of the escrow fees; (iii) Seller and Buyer shall each bear their respective legal and accounting fees and costs (if any); and (iv) All other expenses and costs shall be shared by the parties according to the usual custom in San Diego County. (g) Prior to the Close of Escrow, Seller shall provide Escrow Holder and Buyer with the certification required by Internal Revenue Code Section 1445. In addition, Seller will provide Escrow Holder and Buyer with the certification required to show that withholding but is not required pursuant to, bring an appropriate action or proceeding for leave to California Revenue and Taxation Code Sections 18805(d) and 26131(e). (h) Possession of deposit the Property shall be delivered to Buyer at the Close of Escrow, subject to the possession of the tenants under the Leases.Escrowed Funds in court pending such

Escrow Provisions. 10.1 The Deposit shall be held in escrow by the Escrow Agent until the earliest of (a) Within one the Closing, on which date the Deposit shall be released to Seller; (1b) business ten (10) days after the Escrow Agent shall have delivered to the non-sending party a copy of the notice sent by Seller or Purchaser stating that this Agreement has been terminated and that the party so notifying the Escrow Agent is entitled to the Deposit, following which period the Deposit shall be (i) delivered to Seller, in the case of a notice from Seller stating that Seller is entitled to the Deposit, or (ii) delivered to Purchaser, in the case of a notice from Purchaser stating that Purchaser is entitled to the Deposit; provided, in each case, however, that within such ten (10) day following period the mutual execution Escrow Agent does not receive either a notice containing contrary instructions from the other party hereto or a court order restraining the release of all or any portion of the Deposit; or (c) a joint notice executed by Seller and Purchaser is received by the Escrow Agent, in which event the Escrow Agent shall release the Deposit in accordance with the instructions therein contained. The Escrow Agent shall reasonably promptly deliver a duplicate copy of any notice received by it in its capacity as Escrow Agent to Seller and Purchaser. Notwithstanding anything to the contrary set forth herein, if Purchaser advises Seller and the Escrow Agent in accordance with Section 3.1 or 3.2 that Purchaser has elected to terminate this Agreement, then Escrow Agent shall promptly return the Deposit to Purchaser. 10.2 The Deposit shall be held by the Escrow Agent in a separate interest-bearing money market or bank account. The Deposit may be invested on behalf of Seller or Purchaser; provided that any direction to the Escrow Agent for such investment shall be in writing and a completed, signed W-9 Form accompanies it. The Escrow Agent is not to be held responsible for the loss of principal or interest on any investment made pursuant to the aforesaid instruction or in the redemption thereof. If the Closing occurs, the Deposit shall be paid to Seller and applied to the Purchase Price. In the event that there is no Closing hereunder and the Deposit is to be paid to Seller pursuant to the terms of this Agreement, such payment shall be made to Seller, otherwise, the Deposit shall be paid to Purchaser. 10.3 In the event that (i) the Escrow Agent shall have received a notice containing contrary instructions or a court order as provided for in Section 10.1 hereof and within the time therein prescribed, or (ii) any other disagreement or dispute shall arise between the parties hereto resulting in adverse claims or demands being made for the Deposit, whether or not litigation has been instituted, then and in any such event the Escrow Agent shall refuse to comply with any claims or demands on it and continue to hold the Deposit until the Escrow Agent receives either (a) a written notice signed by both Seller and Buyer Purchaser directing the disposition of the Deposit, or (b) a final order of a court of competent jurisdiction, entered in a proceeding in which Seller, Purchaser and the Escrow Agent are named as parties, directing the disposition of the Deposit, in either of which events the Escrow Agent shall open escrow then dispose of the Deposit in accordance with said direction. The Escrow Agent shall not be or become liable in any way to any person or entity for its refusal to comply with any such claims or demands until and unless it has received a direction of the nature described in (a) or (b) above. Upon the taking by delivering a fully executed copy the Escrow Agent of any of the actions described in (a) and (b) above, the Escrow Agent shall be released of and from all liability hereunder. Notwithstanding the foregoing provisions of this Section 10.3, the Escrow Agent shall have the following right in the circumstances described in subdivision (i) or (ii) above: (y) if the Escrow Agent shall have received a written notice signed by either Seller or Purchaser advising that litigation between Seller and Purchaser over entitlement to the Deposit or any portion thereof has been commenced, the Escrow Agent may, on written notice to Seller and Purchaser, deposit the Deposit with the clerk of the court in which such litigation is pending, or (z) the Escrow Agent may, on written notice to Seller and Purchaser, take such affirmative steps as it may, at its option, elect in order to terminate its duties as escrow agent hereunder, including, but not limited to, the deposit of the Deposit with a court of competent jurisdiction and the commencement of an action in interpleader. Upon the taking by Escrow Agent of either of the actions described in (y) or (z) above, the Escrow Agent shall be released of and from all liability hereunder except for any previous willful misconduct or gross negligence. 10.4 The Escrow Agent shall not be liable for any error in judgment or for any act done or omitted by it in good faith, or for any mistake of fact or law and shall not incur any liability in acting upon any signature, notice, request, waiver, consent, receipt or other paper or document in good faith believed by the Escrow Agent to be genuine and is released and exculpated from all liability hereunder except as aforesaid or for willful misconduct or gross negligence. The sole responsibility of the Escrow Agent hereunder shall be to hold and release the Deposit in accordance with the provisions of this Agreement. The Escrow Agent shall be entitled to consult with counsel in connection with its duties hereunder. The Escrow Agent has executed this Agreement solely to Chicago Title Company (“Escrow Holder”) at confirm that it is holding and will hold the Deposit in escrow pursuant to the provisions of this Section 10 and for no other purpose. SELLER: P▇▇▇▇▇▇ ▇▇▇▇▇ ASSOCIATES L.P. By: SAP IV P▇▇▇▇▇▇ ▇▇▇▇▇ NF GP L.L.C., its sole general partner By: SAP IV manager, Inc., its manager By: /s/ R▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Its: Senior Executive Vice President PURCHASER: COLUMBIA EQUITY TRUST, INC., a Maryland corporation By: /s/ C▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attn: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Escrow Officer. The “Opening of Escrow” shall be the date that this Agreement has been signed by the parties and delivered to Escrow Holder, as evidenced by its signing and dating the Consent of Escrow Holder attached hereto. Each party shall execute escrow instructions on the standard form of Escrow Holder. This Agreement shall be attached to and made an exhibit to such escrow instructions. To the extent that such escrow instructions conflict with or are inconsistent with any of the provisions of this Agreement, this Agreement shall control. (b) The escrow for the purchase and sale of the Property shall be scheduled to close on September 30, 2014 (“Closing Date”). The closing of the escrow hereunder shall be referred to as the “Close of Escrow”. (c) Before the Closing Date, Seller shall deliver to Buyer through escrow the following: (i) A Grant Deed in the form of Exhibit “F” attached to and made a part hereof, conveying to Buyer fee simple title to the Real Property subject only to non-delinquent real property taxes and the Permitted Encumbrances; (ii) A ▇▇▇▇ of Sale in the form of Exhibit “G” attached to and made a part hereof, transferring to Buyer title to the Personal Property and the Intangible Property as required by this Agreement; (iii) Copies of letters advising tenants under the Leases of the change in ownership of the Project and of the transfer of their security deposits in the form of Exhibit “H” attached to and made a part hereof which letters shall be delivered by Seller to the tenants promptly after Escrow Holder notifies Seller that the escrow has closed, as well as contact information for Buyer; (iv) Two counterparts of an Assignment and Assumption of Leases in the form of Exhibit “I” attached hereto and made a part hereof executed by Seller; (v) An updated Rent Roll (including a listing of all delinquent and prepaid rents) as of a date as close to the Closing Date as practical and no earlier than one week prior to the Close of Escrow, certified by Seller to be the same Rent Roll as used by Seller in the operation of the Project; and (vi) Such conveyancing or transfer tax forms or returns, if any, as are required to be delivered or signed by Seller by applicable state and local law in connection with the conveyance of the Real Property; (vii) An affidavit as required by the Foreign Investors Real Property Tax Act, as amended, and the California Revenue and Taxation Code Section 18805 et seq., executed by Seller; (viii) An updated list of Personal Property which Escrow Holder shall attach as Exhibit “1” to the ▇▇▇▇ of Sale; and (ix) Any additional documents that Escrow Holder or the Title Company may reasonably require for the proper consummation of the transaction contemplated by this Agreement including but not limited to written approval of a closing statement consistent with this Agreement, such affidavits as are customarily required by Title Company on the Title Company’s standard form in connection with issuance of the owner’s extended coverage title insurance policy, including a mechanics’ lien and judgment affidavit (which affidavit(s) are in the form and content of Exhibit “P” attached hereto); and a “gap closing” indemnity on the Title Company’s standard form assuring the Title Company against title issues arising after the Close of Escrow and before the recording of the Grant Deed the following business day (provided, however, no such additional document shall expand any obligation, covenant, representation or warranty of Seller or result in any new or additional obligation, covenant, representation or warranty of Seller under this Agreement beyond those expressly set forth in this Agreement). In addition to the foregoing, Seller shall deliver to Buyer outside of escrow promptly after the Close of Escrow on the Closing Date the original Leases, all keys for the Property in Seller’s possession or control and any guarantees or warranties relating to Personal Property in Seller’s possession or control. (d) Buyer shall deliver to escrow the balance of the Purchase Price on or before the Closing Date as provided in Section 2(b)(iii) and the following documents before the Close of Escrow: (i) Two counterparts of an Assignment and Assumption of Leases in the form of Exhibit “I” executed by Buyer; (ii) Such conveyancing or transfer tax forms or returns, if any, as required to be delivered or signed by Buyer by applicable state and local law in connection with the conveyance of Real Property; and (iii) Any additional documents that Escrow Holder or the Title Company may reasonably require for the proper consummation of the transaction contemplated by this Agreement including but not limited to written approval of a closing statement consistent with this Agreement (provided, however, no such additional document shall expand any obligation, covenant, representation or warranty of Buyer or result in any new or additional obligation, covenant, representation or warranty of Buyer under this Agreement beyond those expressly set forth in this Agreement). (e) At the Close of Escrow, Escrow Holder shall (i) cause the Grant Deed to be recorded in San Diego County, (ii) deliver to Seller the Purchase Price, plus or minus Seller’s share of any expenses or prorations, (iii) deliver to Buyer the duly executed ▇▇▇▇ of Sale, and (iv) deliver to Buyer and Seller one duly executed counterpart of the Assignment and Assumption of Leases. (f) Expenses and costs concerning the escrow shall be payable as follows: (i) Seller shall pay the portion of the Title Policy premium applicable to a standard coverage owner’s policy and any endorsements necessary to remove any disapproved exceptions that Seller has stated in writing it will remove, any documentary transfer taxes, the recording fees for the Grant Deed, and one-half (1/2) of the escrow fees; (ii) Buyer shall pay the Title Policy premium in excess of Seller’s share described in Section 5(f)(i), and one-half(l/2) of the escrow fees; (iii) Seller and Buyer shall each bear their respective legal and accounting fees and costs (if any); and (iv) All other expenses and costs shall be shared by the parties according to the usual custom in San Diego County. (g) Prior to the Close of Escrow, Seller shall provide Escrow Holder and Buyer with the certification required by Internal Revenue Code Section 1445. In addition, Seller will provide Escrow Holder and Buyer with the certification required to show that withholding is not required pursuant to California Revenue and Taxation Code Sections 18805(d) and 26131(e). (h) Possession of the Property shall be delivered to Buyer at the Close of Escrow, subject to the possession of the tenants under the Leases.

Escrow Provisions. (a) Within one (1) business day following the mutual execution of this Agreement, Seller 8.1 The Company and Buyer shall open Investor hereby appoint Escrow Agent as escrow by delivering a fully executed copy of this Agreement to Chicago Title Company (“Escrow Holder”) at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attn: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Escrow Officer. The “Opening of Escrow” shall be the date that this Agreement has been signed by the parties and delivered to Escrow Holder, as evidenced by its signing and dating the Consent of Escrow Holder attached hereto. Each party shall execute escrow instructions on the standard form of Escrow Holder. This Agreement shall be attached to and made an exhibit to such escrow instructions. To the extent that such escrow instructions conflict with or are inconsistent with any of the provisions of this Agreement, this Agreement shall control. (b) The escrow agent for the purchase and sale of the Property shall be scheduled to close on September 30, 2014 (“Closing Date”). The closing of the escrow hereunder shall be referred to as the “Close of Escrow”. (c) Before the Closing Date, Seller shall deliver to Buyer through escrow the following: (i) A Grant Deed in the form of Exhibit “F” attached to and made a part hereof, conveying to Buyer fee simple title to the Real Property subject only to non-delinquent real property taxes Investor and the Permitted Encumbrances; (ii) A ▇▇▇▇ of Sale in the form of Exhibit “G” attached to and made a part hereof, transferring to Buyer title to the Personal Property and the Intangible Property as required by this Agreement; (iii) Copies of letters advising tenants under the Leases of the change in ownership of the Project and of the transfer of their security deposits in the form of Exhibit “H” attached to and made a part hereof which letters shall be delivered by Seller to the tenants promptly after Escrow Holder notifies Seller that the escrow has closed, as well as contact information for Buyer; (iv) Two counterparts of an Assignment and Assumption of Leases in the form of Exhibit “I” attached hereto and made a part hereof executed by Seller; (v) An updated Rent Roll (including a listing of all delinquent and prepaid rents) as of a date as close to the Closing Date as practical and no earlier than one week prior to the Close of Escrow, certified by Seller to be the same Rent Roll as used by Seller in the operation of the Project; and (vi) Such conveyancing or transfer tax forms or returns, if any, as are required to be delivered or signed by Seller by applicable state and local law Noteholders in connection with the conveyance sale by the Noteholders to the Investor of their Notes pursuant to the Amended Omnibus Agreement, the delivery by the Noteholders of the Real Property; (vii) An affidavit as required warrant certificates being delivered by the Foreign Investors Real Property Tax ActNoteholders for cancellation by the Company (the "Noteholder Warrants") in connection with the sale to the Investor of the Notes, as amendedthe certificates for the Common Stock being issued to the Noteholders in connection with the sale of the Notes (the "Noteholder Stock Certificates") and the payment to the Noteholders of the purchase price for the Notes (the "Notes Purchase Price") to be paid by the Investor in accordance with the terms and conditions set forth in the Omnibus Agreement and herein, and the California Revenue and Taxation Code Section 18805 et seqEscrow Agent hereby accepts such appointment. 8.2 With respect to each individual Noteholder, executed upon receipt by Seller; the Escrow Agent of the Notes, Noteholder Warrants (viii) An updated list of Personal Property or other instruments which Escrow Holder the Investor shall attach as Exhibit “1” have given written notice to the ▇▇▇▇ of Sale; and (ixEscrow Agent are acceptable to the Investor) Any additional documents that Escrow Holder or the Title Company may reasonably require for the proper consummation of the transaction contemplated by this Agreement including but not limited to written approval of a closing statement consistent with this Agreement, such affidavits as are customarily required by Title Company on the Title Company’s standard form and Noteholder Stock Certificates in connection with issuance the sale of the owner’s extended coverage title insurance policyNotes held by such Noteholder to the Investor, including a mechanics’ lien and judgment affidavit (which affidavit(s) are in the form and content of Exhibit “P” attached hereto); and a “gap closing” indemnity on Escrow Agent shall promptly deliver to such Noteholder, by check or wire transfer, the Title Company’s standard form assuring the Title Company against title issues arising after the Close of Escrow and before the recording amount of the Grant Deed Notes Purchase Price to which such Noteholder shall be entitled as set forth in Exhibit G and the following business day Noteholder Stock Certificate to which such Noteholder is entitled. In the event that the Company fails to deliver to the Escrow Agent prior to June 30, 2005 any one or more of the Notes, the Noteholder Warrants or the Noteholder Stock Certificates with respect to the sale of Notes by any one or more Noteholders (providedeach a "Non-Delivering Noteholder"), howeverupon receipt of written notice from the Investor, no such additional document shall expand any obligation, covenant, representation or warranty the Escrow Agent (without affecting the obligations of Seller or result in any new or additional obligation, covenant, representation or warranty of Seller under the Investor and the Noteholders pursuant to this Agreement beyond and the Amended Omnibus Agreement) shall return the Notes Purchase Price to the Investor, the appropriate Notes and Noteholders Warrant to each Non-Delivering Noteholder to the address of such Non-Delivering Noteholder set forth on Exhibit G and the Noteholders Stock Certificate with respect to the Non-Delivering Noteholder to the Company.. 8.3 Escrow Agent shall have no duties or responsibilities other than those expressly set forth herein. Escrow Agent shall have no duty to enforce any obligation of any person to make any payment or delivery, or to direct or cause any payment or delivery to be made, or to enforce any obligation of any person to perform any other act. Escrow Agent shall be under no liability to the other parties hereto, or to anyone else, by reason of any failure, on the part of any party hereto or any maker, guarantor, endorser or other signatory of any document or any other person, to perform such person's obligations under any such document. Except for amendments to this Agreement relating to escrowed funds or documents or instruments, the Escrow Agent shall not be obligated to recognize any agreement between any and all of the persons referred to herein, notwithstanding that references hereto may be made herein and whether or not it has knowledge thereof. 8.4 Escrow Agent shall not be liable to any party or anyone else for any action taken, or omitted to be taken by it, or any action suffered by it to be taken or omitted, in good faith and acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Escrow Agent) statement, instrument, report, or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained), which is believed by the Escrow Agent to be genuine and to be signed or presented by the proper person or persons. The Escrow Agent shall not be bound by any of the terms thereof, unlesevidenced by a writing delivered to the Escrow Agent signed by the proper party or parties and, if the duties or rights of the Escrow Agent are affected, unless it shall give its prior written consent thereto. 8.5 Escrow Agent shall not be responsible for the sufficiency or accuracy of the form, or of the execution, validity, value or genuineness of, any document or property received, held or delivered by it hereunder, or of any signature or endorsement thereon, or for any lack of endorsement thereon, or for any description therein; nor shall the Escrow Agent be responsible or liable to the other parties hereto or to anyone else in any respect on account of the identity, authority or rights, of the person executing or delivering or purporting to execute or deliver any document or property or this Agreement). In addition The Escrow Agent shall have no responsibility with respect to the foregoinguse or application of any funds or other property paid or delivered by the Escrow Agent to the Company, Seller shall deliver the Investor or the Noteholders pursuant to Buyer outside of escrow promptly after the Close of Escrow on provisions hereof other than as to payment or delivery thereof in accordance with the Closing Date the original Leases, all keys for the Property in Seller’s possession or control and any guarantees or warranties relating to Personal Property in Seller’s possession or controlterms hereof. (d) Buyer 8.6 Escrow Agent shall deliver have the right to escrow assume, in the balance absence of written notice to the Purchase Price on contrary from the proper person or before persons, that a fact or an event, by reason of which an action would or might be taken by the Closing Date as provided Escrow Agent, does not exist or has not occurred, without incurring liability to the other parties hereto or to anyone else for any action taken or omitted, or any action suffered by it to betaken or omitted, in Section 2(b)(iii) good faith and in the exercise of its own best judgment, in reliance upon such assumption. 8.7 Escrow Agent will be indemnified and held harmless by the Investor and the following documents before Company from and against all expenses, including reasonable counsel fees and disbursements, or loss suffered by the Close of Escrow: (i) Two counterparts of an Assignment and Assumption of Leases in the form of Exhibit “I” executed by Buyer; (ii) Such conveyancing or transfer tax forms or returns, if any, as required to be delivered or signed by Buyer by applicable state and local law Escrow Agent in connection with any action, suit or proceeding involving any claim, or in connection with any claim or demand, which in any way, directly or indirectly, arises out of or relates to this Agreement, the conveyance services of Real Property; and (iii) Any additional documents that the Escrow Holder Agent hereunder, except for claims relating to willful misconduct or gross negligence by Escrow Agent or breach of this Agreement by Escrow Agent, or the Title Company may reasonably require for the proper consummation of the transaction contemplated monies or other property held by this Agreement including but not limited to written approval of a closing statement consistent with this Agreement (provided, however, no such additional document shall expand any obligation, covenant, representation or warranty of Buyer or result in any new or additional obligation, covenant, representation or warranty of Buyer under this Agreement beyond those expressly set forth in this Agreement)it hereunder. (e) At the Close of Escrow, Escrow Holder shall (i) cause the Grant Deed to be recorded in San Diego County, (ii) deliver to Seller the Purchase Price, plus or minus Seller’s share of any expenses or prorations, (iii) deliver to Buyer the duly executed ▇▇▇▇ of Sale, and (iv) deliver to Buyer and Seller one duly executed counterpart of the Assignment and Assumption of Leases. (f) Expenses and costs concerning the escrow shall be payable as follows: (i) Seller shall pay the portion of the Title Policy premium applicable to a standard coverage owner’s policy and any endorsements necessary to remove any disapproved exceptions that Seller has stated in writing it will remove, any documentary transfer taxes, the recording fees for the Grant Deed, and one-half (1/2) of the escrow fees; (ii) Buyer shall pay the Title Policy premium in excess of Seller’s share described in Section 5(f)(i), and one-half(l/2) of the escrow fees; (iii) Seller and Buyer shall each bear their respective legal and accounting fees and costs (if any); and (iv) All other expenses and costs shall be shared by the parties according to the usual custom in San Diego County. (g) Prior to the Close of Escrow, Seller shall provide Escrow Holder and Buyer with the certification required by Internal Revenue Code Section 1445. In addition, Seller will provide Escrow Holder and Buyer with the certification required to show that withholding is not required pursuant to California Revenue and Taxation Code Sections 18805(d) and 26131(e). (h) Possession of the Property shall be delivered to Buyer at the Close of Escrow, subject to the possession of the tenants under the Leases.

Escrow Provisions. 2.1 The Lender and the Company hereby direct the Escrow Agent to retain the Stock Cancellation Documents and not to cause anything to be done to release the same from escrow except in accordance with this Agreement. 2.2 In the event that there is any Event of Default (aas defined in the promissory note issued pursuant to the Loan Agreement) Within one that is not cured in accordance with the Loan Agreement, the Lender will deliver a written notice to the Company and the Escrow Agent acknowledging such event, and if the Company does not object within five (15) business day following days, the mutual execution Escrow Agent will deliver the Certificate and Stock Power to the Lender. 2.3 In the event that the Company repays the loan pursuant to the Loan Agreement and there is no Event of Default that is not cured in accordance with the Loan Agreement at the time of repayment, the Company will deliver a written notice to the Lender and the Escrow Agent acknowledging such event, and if the Lender does not object within five (5) business days, the Escrow Agent will deliver the Stock Cancellation Documents to the transfer agent of the Company (the “Transfer Agent”) and request the Transfer Agent to cancel the Shares. 2.4 If either of the Company or the Lender objects to the deliveries contemplated in Section 2.2 or 2.3, then the Escrow Agent will continue to retain the Stock Cancellation Documents until such objection is resolved between the Lender and the Company. Notwithstanding this Section 2.4, the Escrow Argent will still be able to deliver and interplead the Stock Cancellation Documents in accordance with Section 4.12 of this Agreement, Seller and Buyer shall open escrow . 2.5 The Escrow Agent is authorized by delivering a fully executed copy of this Agreement to Chicago Title Company (“Escrow Holder”) at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attn: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Escrow Officer. The “Opening of Escrow” shall be the date that this Agreement has been signed by the parties and delivered to Escrow Holder, as evidenced by its signing and dating the Consent of Escrow Holder attached hereto. Each party shall execute escrow instructions on the standard form of Escrow Holder. This Agreement shall be attached to and made an exhibit to such escrow instructions. To the extent that such escrow instructions conflict with or are inconsistent with any each of the provisions of this Agreement, this Agreement shall control. (b) The escrow for the purchase and sale of the Property shall be scheduled to close on September 30, 2014 (“Closing Date”). The closing of the escrow hereunder shall be referred to as the “Close of Escrow”. (c) Before the Closing Date, Seller shall deliver to Buyer through escrow the following: (i) A Grant Deed in the form of Exhibit “F” attached to and made a part hereof, conveying to Buyer fee simple title to the Real Property subject only to non-delinquent real property taxes Company and the Permitted Encumbrances; (ii) A ▇▇▇▇ of Sale in Lender to make the form of Exhibit “G” attached to and made a part hereof, transferring to Buyer title to the Personal Property and the Intangible Property as deliveries required by this Agreement;Section 2. (iii) Copies of letters advising tenants under 2.6 In the Leases event the Escrow Agent has not received any written notices pursuant to this Section 2 by the end of the change fourth (4th) month (or such other longer time as is determined by the Company in ownership of its sole discretion) from the Project and of date hereof, the transfer of their security deposits in Escrow Agent will deliver the form of Exhibit “H” attached to and made a part hereof which letters shall be delivered by Seller Stock Cancellation Documents to the tenants promptly after Escrow Holder notifies Seller that Transfer Agent and request the escrow has closed, as well as contact information for Buyer; (iv) Two counterparts of an Assignment and Assumption of Leases in Transfer Agent to cancel the form of Exhibit “I” attached hereto and made a part hereof executed by Seller; (v) An updated Rent Roll (including a listing of all delinquent and prepaid rents) as of a date as close to the Closing Date as practical and no earlier than one week prior to the Close of Escrow, certified by Seller to be the same Rent Roll as used by Seller in the operation of the Project; and (vi) Such conveyancing or transfer tax forms or returns, if any, as are required to be delivered or signed by Seller by applicable state and local law in connection with the conveyance of the Real Property; (vii) An affidavit as required by the Foreign Investors Real Property Tax Act, as amended, and the California Revenue and Taxation Code Section 18805 et seqShares., executed by Seller; (viii) An updated list of Personal Property which Escrow Holder shall attach as Exhibit “1” to the ▇▇▇▇ of Sale; and (ix) Any additional documents that Escrow Holder or the Title Company may reasonably require for the proper consummation of the transaction contemplated by this Agreement including but not limited to written approval of a closing statement consistent with this Agreement, such affidavits as are customarily required by Title Company on the Title Company’s standard form in connection with issuance of the owner’s extended coverage title insurance policy, including a mechanics’ lien and judgment affidavit (which affidavit(s) are in the form and content of Exhibit “P” attached hereto); and a “gap closing” indemnity on the Title Company’s standard form assuring the Title Company against title issues arising after the Close of Escrow and before the recording of the Grant Deed the following business day (provided, however, no such additional document shall expand any obligation, covenant, representation or warranty of Seller or result in any new or additional obligation, covenant, representation or warranty of Seller under this Agreement beyond those expressly set forth in this Agreement). In addition to the foregoing, Seller shall deliver to Buyer outside of escrow promptly after the Close of Escrow on the Closing Date the original Leases, all keys for the Property in Seller’s possession or control and any guarantees or warranties relating to Personal Property in Seller’s possession or control. (d) Buyer shall deliver to escrow the balance of the Purchase Price on or before the Closing Date as provided in Section 2(b)(iii) and the following documents before the Close of Escrow: (i) Two counterparts of an Assignment and Assumption of Leases in the form of Exhibit “I” executed by Buyer; (ii) Such conveyancing or transfer tax forms or returns, if any, as required to be delivered or signed by Buyer by applicable state and local law in connection with the conveyance of Real Property; and (iii) Any additional documents that Escrow Holder or the Title Company may reasonably require for the proper consummation of the transaction contemplated by this Agreement including but not limited to written approval of a closing statement consistent with this Agreement (provided, however, no such additional document shall expand any obligation, covenant, representation or warranty of Buyer or result in any new or additional obligation, covenant, representation or warranty of Buyer under this Agreement beyond those expressly set forth in this Agreement). (e) At the Close of Escrow, Escrow Holder shall (i) cause the Grant Deed to be recorded in San Diego County, (ii) deliver to Seller the Purchase Price, plus or minus Seller’s share of any expenses or prorations, (iii) deliver to Buyer the duly executed ▇▇▇▇ of Sale, and (iv) deliver to Buyer and Seller one duly executed counterpart of the Assignment and Assumption of Leases. (f) Expenses and costs concerning the escrow shall be payable as follows: (i) Seller shall pay the portion of the Title Policy premium applicable to a standard coverage owner’s policy and any endorsements necessary to remove any disapproved exceptions that Seller has stated in writing it will remove, any documentary transfer taxes, the recording fees for the Grant Deed, and one-half (1/2) of the escrow fees; (ii) Buyer shall pay the Title Policy premium in excess of Seller’s share described in Section 5(f)(i), and one-half(l/2) of the escrow fees; (iii) Seller and Buyer shall each bear their respective legal and accounting fees and costs (if any); and (iv) All other expenses and costs shall be shared by the parties according to the usual custom in San Diego County. (g) Prior to the Close of Escrow, Seller shall provide Escrow Holder and Buyer with the certification required by Internal Revenue Code Section 1445. In addition, Seller will provide Escrow Holder and Buyer with the certification required to show that withholding is not required pursuant to California Revenue and Taxation Code Sections 18805(d) and 26131(e). (h) Possession of the Property shall be delivered to Buyer at the Close of Escrow, subject to the possession of the tenants under the Leases.

Escrow Provisions. The Deposit and any other sums (aincluding, without limitation, any interest earned thereon) Within one which the parties agree shall be held in escrow (1) business day herein collectively called the “Escrow Deposits”), shall be held by the Escrow Agent, in trust, and disposed of only in accordance with the following provisions: Section 13.1 The Escrow Agent shall invest the mutual execution Escrow Deposits in government insured interest-bearing instruments reasonably satisfactory to both Buyer and Seller, shall not commingle the Escrow Deposits with any funds of this Agreementthe Escrow Agent or others, and shall promptly provide Buyer and Seller with confirmation of the investments made. Section 13.2 If the Closing occurs, the Escrow Agent shall deliver the Escrow Deposit to, or upon the instructions of, Seller on the Closing Date. Section 13.3 If for any reason the Closing does not occur on the Closing Date, either Seller or Buyer may deliver written notice to Escrow Agent and Buyer shall open escrow by delivering a fully executed copy the other party stating that the Purchase and Sale Agreement has terminated and that such party is entitled to disbursement of this Agreement to Chicago Title Company (“Escrow Holder”) at ▇▇▇▇ ▇▇the ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attn: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Escrow OfficerMoney pursuant to the Purchase and Sale Agreement. The “Opening receiving party shall have ten (10) business days after receipt of Escrow” such notice to object to such claim by notifying the requesting party and the Escrow Agent in writing of such objection. If no such notice of objection is received by the Escrow Agent within the time period specified above and the Escrow Agent received the evidence that the receiving party has received the aforesaid notice from the requesting party, the Escrow Agent shall be disburse funds equal to the date that this Agreement has been amount specified in the requesting party’s notice promptly after the expiration of the ten (10) business day period. If a notice of objection is received by the Escrow Agent, the Escrow Agent shall take no action until it shall have received (i) written instructions signed by the Seller and the Buyer or (ii) a decision by a court of competent jurisdiction directing the Escrow Agent to take certain action. Section 13.4 The parties acknowledge that the Escrow Agent is acting solely as a stakeholder at their request and delivered for their convenience, that the Escrow Agent shall not be deemed to be the agent of either of the parties, and that the Escrow HolderAgent shall not be liable to either of the parties for any action or omission on its part taken or made in good faith, as evidenced and not in disregard of this Agreement, but shall be liable for its negligent acts and for any Liabilities (including reasonable attorneys’ fees, expenses and disbursements) incurred by Seller or Buyer resulting from the Escrow Agent’s mistake of law respecting the Escrow Agent’s scope or nature of its signing duties. Seller and dating Buyer shall jointly and severally indemnify and hold the Consent Escrow Agent harmless from and against all Liabilities (including reasonable attorneys’ fees, expenses and disbursements) incurred in connection with the performance of the Escrow Holder attached hereto. Each party shall execute escrow instructions Agent’s duties hereunder, except with respect to actions or omissions taken or made by the Escrow Agent in bad faith, in disregard of this Agreement or involving negligence on the standard form part of the Escrow HolderAgent. Section 13.5 Buyer shall pay any income taxes on any interest earned on the Escrow Deposits. This Buyer represents and warrants to the Escrow Agent that its taxpayer identification number is as set forth adjacent to Buyer’s signature on the signature page to this Agreement. Section 13.6 The Escrow Agent has executed this Agreement in the place indicated on the signature page hereof in order to confirm that the Escrow Agent has received and shall be attached hold the Escrow Deposits in escrow, and shall disburse the Escrow Deposits pursuant to and made an exhibit to such escrow instructions. To the extent that such escrow instructions conflict with or are inconsistent with any of the provisions of this Agreement, this Agreement shall control. (b) The escrow for the purchase and sale of the Property shall be scheduled to close on September 30, 2014 (“Closing Date”)Article 13. The closing provisions of the escrow hereunder this Article 13 shall be referred to as the “Close of Escrow”. (c) Before survive the Closing Date, Seller shall deliver to Buyer through escrow the following: (iand not be merged therein) A Grant Deed in the form or earlier termination of Exhibit “F” attached to and made a part hereof, conveying to Buyer fee simple title to the Real Property subject only to non-delinquent real property taxes and the Permitted Encumbrances; (ii) A ▇▇▇▇ of Sale in the form of Exhibit “G” attached to and made a part hereof, transferring to Buyer title to the Personal Property and the Intangible Property as required by this Agreement; (iii) Copies of letters advising tenants under the Leases of the change in ownership of the Project and of the transfer of their security deposits in the form of Exhibit “H” attached to and made a part hereof which letters shall be delivered by Seller to the tenants promptly after Escrow Holder notifies Seller that the escrow has closed, as well as contact information for Buyer; (iv) Two counterparts of an Assignment and Assumption of Leases in the form of Exhibit “I” attached hereto and made a part hereof executed by Seller; (v) An updated Rent Roll (including a listing of all delinquent and prepaid rents) as of a date as close to the Closing Date as practical and no earlier than one week prior to the Close of Escrow, certified by Seller to be the same Rent Roll as used by Seller in the operation of the Project; and (vi) Such conveyancing or transfer tax forms or returns, if any, as are required to be delivered or signed by Seller by applicable state and local law in connection with the conveyance of the Real Property; (vii) An affidavit as required by the Foreign Investors Real Property Tax Act, as amended, and the California Revenue and Taxation Code Section 18805 et seq., executed by Seller; (viii) An updated list of Personal Property which Escrow Holder shall attach as Exhibit “1” to the ▇▇▇▇ of Sale; and (ix) Any additional documents that Escrow Holder or the Title Company may reasonably require for the proper consummation of the transaction contemplated by this Agreement including but not limited to written approval of a closing statement consistent with this Agreement, such affidavits as are customarily required by Title Company on the Title Company’s standard form in connection with issuance of the owner’s extended coverage title insurance policy, including a mechanics’ lien and judgment affidavit (which affidavit(s) are in the form and content of Exhibit “P” attached hereto); and a “gap closing” indemnity on the Title Company’s standard form assuring the Title Company against title issues arising after the Close of Escrow and before the recording of the Grant Deed the following business day (provided, however, no such additional document shall expand any obligation, covenant, representation or warranty of Seller or result in any new or additional obligation, covenant, representation or warranty of Seller under this Agreement beyond those expressly set forth in this Agreement). In addition to the foregoing, Seller shall deliver to Buyer outside of escrow promptly after the Close of Escrow on the Closing Date the original Leases, all keys for the Property in Seller’s possession or control and any guarantees or warranties relating to Personal Property in Seller’s possession or control. (d) Buyer shall deliver to escrow the balance of the Purchase Price on or before the Closing Date as provided in Section 2(b)(iii) and the following documents before the Close of Escrow: (i) Two counterparts of an Assignment and Assumption of Leases in the form of Exhibit “I” executed by Buyer; (ii) Such conveyancing or transfer tax forms or returns, if any, as required to be delivered or signed by Buyer by applicable state and local law in connection with the conveyance of Real Property; and (iii) Any additional documents that Escrow Holder or the Title Company may reasonably require for the proper consummation of the transaction contemplated by this Agreement including but not limited to written approval of a closing statement consistent with this Agreement (provided, however, no such additional document shall expand any obligation, covenant, representation or warranty of Buyer or result in any new or additional obligation, covenant, representation or warranty of Buyer under this Agreement beyond those expressly set forth in this Agreement). (e) At the Close of Escrow, Escrow Holder shall (i) cause the Grant Deed to be recorded in San Diego County, (ii) deliver to Seller the Purchase Price, plus or minus Seller’s share of any expenses or prorations, (iii) deliver to Buyer the duly executed ▇▇▇▇ of Sale, and (iv) deliver to Buyer and Seller one duly executed counterpart of the Assignment and Assumption of Leases. (f) Expenses and costs concerning the escrow shall be payable as follows: (i) Seller shall pay the portion of the Title Policy premium applicable to a standard coverage owner’s policy and any endorsements necessary to remove any disapproved exceptions that Seller has stated in writing it will remove, any documentary transfer taxes, the recording fees for the Grant Deed, and one-half (1/2) of the escrow fees; (ii) Buyer shall pay the Title Policy premium in excess of Seller’s share described in Section 5(f)(i), and one-half(l/2) of the escrow fees; (iii) Seller and Buyer shall each bear their respective legal and accounting fees and costs (if any); and (iv) All other expenses and costs shall be shared by the parties according to the usual custom in San Diego County. (g) Prior to the Close of Escrow, Seller shall provide Escrow Holder and Buyer with the certification required by Internal Revenue Code Section 1445. In addition, Seller will provide Escrow Holder and Buyer with the certification required to show that withholding is not required pursuant to California Revenue and Taxation Code Sections 18805(d) and 26131(e). (h) Possession of the Property shall be delivered to Buyer at the Close of Escrow, subject to the possession of the tenants under the Leases.

Escrow Provisions. 2.1 The Lender and the Company hereby direct the Escrow Agent to retain the Stock Cancellation Documents and not to cause anything to be done to release the same from escrow except in accordance with this Agreement. 2.2 In the event that there is any Event of Default (aas defined in the promissory note issued pursuant to the Loan Agreement) Within one that is not cured in accordance with the Loan Agreement, the Lender will deliver a written notice to the Company and the Escrow Agent acknowledging such event, and if the Company does not object within five (15) business day following days, the mutual execution Escrow Agent will deliver the Certificate and Stock Power to the Lender. 2.3 In the event that the Company repays the loan pursuant to the Loan Agreement and there is no Event of Default that is not cured in accordance with the Loan Agreement at the time of repayment, the Company will deliver a written notice to the Lender and the Escrow Agent acknowledging such event, and if the Lender does not object within five (5) business days, the Escrow Agent will deliver the Stock Cancellation Documents to the transfer agent of the Company (the “Transfer Agent”) and request the Transfer Agent to cancel the Shares. 2.4 If either of the Company or the Lender objects to the deliveries contemplated in Section 2.2 or 2.3, then the Escrow Agent will continue to retain the Stock Cancellation Documents until such objection is resolved between the Lender and the Company. Notwithstanding this Section 2.4, the Escrow Argent will still be able to deliver and interplead the Stock Cancellation Documents in accordance with Section 4.12 of this Agreement, Seller and Buyer shall open escrow . 2.5 The Escrow Agent is authorized by delivering a fully executed copy of this Agreement to Chicago Title Company (“Escrow Holder”) at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attn: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Escrow Officer. The “Opening of Escrow” shall be the date that this Agreement has been signed by the parties and delivered to Escrow Holder, as evidenced by its signing and dating the Consent of Escrow Holder attached hereto. Each party shall execute escrow instructions on the standard form of Escrow Holder. This Agreement shall be attached to and made an exhibit to such escrow instructions. To the extent that such escrow instructions conflict with or are inconsistent with any each of the provisions of this Agreement, this Agreement shall control. (b) The escrow for the purchase and sale of the Property shall be scheduled to close on September 30, 2014 (“Closing Date”). The closing of the escrow hereunder shall be referred to as the “Close of Escrow”. (c) Before the Closing Date, Seller shall deliver to Buyer through escrow the following: (i) A Grant Deed in the form of Exhibit “F” attached to and made a part hereof, conveying to Buyer fee simple title to the Real Property subject only to non-delinquent real property taxes Company and the Permitted Encumbrances; (ii) A ▇▇▇▇ of Sale in Lender to make the form of Exhibit “G” attached to and made a part hereof, transferring to Buyer title to the Personal Property and the Intangible Property as deliveries required by this Agreement;Section 2. (iii) Copies of letters advising tenants under 2.6 In the Leases event the Escrow Agent has not received any written notices pursuant to this Section 2 by the end of the change third month (or such other longer time as is determined by the Company in ownership of its sole discretion) from the Project and of date hereof, the transfer of their security deposits in Escrow Agent will deliver the form of Exhibit “H” attached to and made a part hereof which letters shall be delivered by Seller Stock Cancellation Documents to the tenants promptly after Escrow Holder notifies Seller that Transfer Agent and request the escrow has closed, as well as contact information for Buyer; (iv) Two counterparts of an Assignment and Assumption of Leases in Transfer Agent to cancel the form of Exhibit “I” attached hereto and made a part hereof executed by Seller; (v) An updated Rent Roll (including a listing of all delinquent and prepaid rents) as of a date as close to the Closing Date as practical and no earlier than one week prior to the Close of Escrow, certified by Seller to be the same Rent Roll as used by Seller in the operation of the Project; and (vi) Such conveyancing or transfer tax forms or returns, if any, as are required to be delivered or signed by Seller by applicable state and local law in connection with the conveyance of the Real Property; (vii) An affidavit as required by the Foreign Investors Real Property Tax Act, as amended, and the California Revenue and Taxation Code Section 18805 et seqShares., executed by Seller; (viii) An updated list of Personal Property which Escrow Holder shall attach as Exhibit “1” to the ▇▇▇▇ of Sale; and (ix) Any additional documents that Escrow Holder or the Title Company may reasonably require for the proper consummation of the transaction contemplated by this Agreement including but not limited to written approval of a closing statement consistent with this Agreement, such affidavits as are customarily required by Title Company on the Title Company’s standard form in connection with issuance of the owner’s extended coverage title insurance policy, including a mechanics’ lien and judgment affidavit (which affidavit(s) are in the form and content of Exhibit “P” attached hereto); and a “gap closing” indemnity on the Title Company’s standard form assuring the Title Company against title issues arising after the Close of Escrow and before the recording of the Grant Deed the following business day (provided, however, no such additional document shall expand any obligation, covenant, representation or warranty of Seller or result in any new or additional obligation, covenant, representation or warranty of Seller under this Agreement beyond those expressly set forth in this Agreement). In addition to the foregoing, Seller shall deliver to Buyer outside of escrow promptly after the Close of Escrow on the Closing Date the original Leases, all keys for the Property in Seller’s possession or control and any guarantees or warranties relating to Personal Property in Seller’s possession or control. (d) Buyer shall deliver to escrow the balance of the Purchase Price on or before the Closing Date as provided in Section 2(b)(iii) and the following documents before the Close of Escrow: (i) Two counterparts of an Assignment and Assumption of Leases in the form of Exhibit “I” executed by Buyer; (ii) Such conveyancing or transfer tax forms or returns, if any, as required to be delivered or signed by Buyer by applicable state and local law in connection with the conveyance of Real Property; and (iii) Any additional documents that Escrow Holder or the Title Company may reasonably require for the proper consummation of the transaction contemplated by this Agreement including but not limited to written approval of a closing statement consistent with this Agreement (provided, however, no such additional document shall expand any obligation, covenant, representation or warranty of Buyer or result in any new or additional obligation, covenant, representation or warranty of Buyer under this Agreement beyond those expressly set forth in this Agreement). (e) At the Close of Escrow, Escrow Holder shall (i) cause the Grant Deed to be recorded in San Diego County, (ii) deliver to Seller the Purchase Price, plus or minus Seller’s share of any expenses or prorations, (iii) deliver to Buyer the duly executed ▇▇▇▇ of Sale, and (iv) deliver to Buyer and Seller one duly executed counterpart of the Assignment and Assumption of Leases. (f) Expenses and costs concerning the escrow shall be payable as follows: (i) Seller shall pay the portion of the Title Policy premium applicable to a standard coverage owner’s policy and any endorsements necessary to remove any disapproved exceptions that Seller has stated in writing it will remove, any documentary transfer taxes, the recording fees for the Grant Deed, and one-half (1/2) of the escrow fees; (ii) Buyer shall pay the Title Policy premium in excess of Seller’s share described in Section 5(f)(i), and one-half(l/2) of the escrow fees; (iii) Seller and Buyer shall each bear their respective legal and accounting fees and costs (if any); and (iv) All other expenses and costs shall be shared by the parties according to the usual custom in San Diego County. (g) Prior to the Close of Escrow, Seller shall provide Escrow Holder and Buyer with the certification required by Internal Revenue Code Section 1445. In addition, Seller will provide Escrow Holder and Buyer with the certification required to show that withholding is not required pursuant to California Revenue and Taxation Code Sections 18805(d) and 26131(e). (h) Possession of the Property shall be delivered to Buyer at the Close of Escrow, subject to the possession of the tenants under the Leases.

Escrow Provisions. 12.1 The Deposit shall be held in escrow by the Escrow Agent until the earliest of (a) Within one the Closing, on which date the Deposit shall be released to Seller; (1b) business day following ten (10) days after the mutual execution of this Agreement, Seller and Buyer Escrow Agent shall open escrow by delivering have delivered to the non-sending party a fully executed copy of this Agreement to Chicago Title Company (“Escrow Holder”) at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attn: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Escrow Officer. The “Opening of Escrow” shall be the date notice sent by Seller or Purchaser stating that this Agreement has been terminated and that the party so notifying the Escrow Agent is entitled to the Deposit, following which period the Deposit shall be (i) delivered to Seller, in the case of a notice from Seller stating that Seller is entitled to the Deposit, or (ii) delivered to Purchaser, in the case of a notice from Purchaser stating that Purchaser is entitled to the Deposit; provided, in each case, however, that within such ten (10) day period the Escrow Agent does not receive either a notice containing contrary instructions from the other party hereto or a court order restraining the release of all or any portion of the Deposit; or (c) a joint notice executed by Seller and Purchaser is received by the Escrow Agent, in which event the Escrow Agent shall release the Deposit in accordance with the instructions therein contained. The Escrow Agent shall reasonably promptly deliver a duplicate copy of any notice received by it in its capacity as Escrow Agent to Seller and Purchaser. Notwithstanding anything to the contrary set forth herein, if Purchaser advises Seller and the Escrow Agent in accordance with Section 3.1 or 3.2 that Purchaser has elected to terminate this Agreement, then Escrow Agent shall promptly return the Deposit to Purchaser. 12.2 The Deposit shall be held by the Escrow Agent in a separate interest-bearing money market or bank account. The Deposit may be invested on behalf of Seller or Purchaser; provided that any direction to the Escrow Agent for such investment shall be in writing and a completed, signed W-9 Form accompanies it. The Escrow Agent is not to be held responsible for the loss of principal or interest on any investment made pursuant to the aforesaid instruction or in the redemption thereof. If the Closing occurs, the Deposit shall be paid to Seller and applied to the Purchase Price. In the event that there is no Closing hereunder and the Deposit is to be paid to Seller pursuant to the terms of this Agreement, such payment shall be made to Seller, otherwise, the Deposit shall be paid to Purchaser. 12.3 In the event that (i) the Escrow Agent shall have received a notice containing contrary instructions or a court order as provided for in Section 12.1 hereof and within the time therein prescribed, or (ii) any other disagreement or dispute shall arise between the parties hereto resulting in adverse claims or demands being made for the Deposit, whether or not litigation has been instituted, then and in any such event the Escrow Agent shall refuse to comply with any claims or demands on it and continue to hold the Deposit until the Escrow Agent receives either (a) a written notice signed by both Seller and Purchaser directing the parties disposition of the Deposit, or (b) a final order of a court of competent jurisdiction, entered in a proceeding in which Seller, Purchaser and delivered the Escrow Agent are named as parties, directing the disposition of the Deposit, in either of which events the Escrow Agent shall then dispose of the Deposit in accordance with said direction. The Escrow Agent shall not be or become liable in any way to any person or entity for its refusal to comply with any such claims or demands until and unless it has received a direction of the nature described in (a) or (b) above. Upon the taking by the Escrow HolderAgent of any of the actions described in (a) and (b) above, as evidenced by its signing and dating the Consent of Escrow Holder attached hereto. Each party shall execute escrow instructions on the standard form of Escrow Holder. This Agreement Agent shall be attached released of and from all liability hereunder. Notwithstanding the foregoing provisions of this Section 12.3, the Escrow Agent shall have the following right in the circumstances described in subdivision (i) or (ii) above: (y) if the Escrow Agent shall have received a written notice signed by either Seller or Purchaser advising that litigation between Seller and Purchaser over entitlement to the Deposit or any portion thereof has been commenced, the Escrow Agent may, on written notice to Seller and made Purchaser, deposit the Deposit with the clerk of the court in which such litigation is pending, or (z) the Escrow Agent may, on written notice to Seller and Purchaser, take such affirmative steps as it may, at its option, elect in order to terminate its duties as escrow agent hereunder, including, but not limited to, the deposit of the Deposit with a court of competent jurisdiction and the commencement of an exhibit action in interpleader. Upon the taking by Escrow Agent of either of the actions described in (y) or (z) above, the Escrow Agent shall be released of and from all liability hereunder except for any previous willful misconduct or gross negligence. 12.4 The Escrow Agent shall not be liable for any error in judgment or for any act done or omitted by it in good faith, or for any mistake of fact or law and shall not incur any liability in acting upon any signature, notice, request, waiver, consent, receipt or other paper or document in good faith believed by the Escrow Agent to such escrow instructionsbe genuine and is released and exculpated from all liability hereunder except as aforesaid or for willful misconduct or gross negligence. To The sole responsibility of the extent that such escrow instructions conflict Escrow Agent hereunder shall be to hold and release the Deposit in accordance with or are inconsistent with any of the provisions of this Agreement, . The Escrow Agent shall be entitled to consult with counsel in connection with its duties hereunder. The Escrow Agent has executed this Agreement shall controlsolely to confirm that it is holding and will hold the Deposit in Escrow pursuant to the provisions of this Section 12 and for no other purpose. 12.5 This Agreement when signed by Purchaser and Seller shall also constitute escrow instructions to Escrow Agent. 12.6 When both (bi) The escrow for this Agreement, fully signed, or in signed counterparts, and (ii) the purchase and sale of the Property Deposit have been delivered to Escrow Agent, Escrow shall be scheduled to close on September 30, 2014 deemed open (“Closing Date”). The closing of the escrow hereunder shall be referred to as the “Close Opening of Escrow”), and Escrow Agent shall immediately notify Purchaser and Seller by telephone and in writing of the date of Opening of Escrow. (c) Before 12.7 If necessary, Escrow Agent is authorized to insert the Closing DateDate in any blanks in the Closing documents. 12.8 When Purchaser and Seller have satisfied their respective Closing obligations under Sections 5.5 and 5.6 hereof and each of the conditions under Sections 9 and 10 hereof have either been satisfied or waived, Seller Escrow Agent shall deliver to Buyer through escrow promptly undertake all of the followingfollowing in the manner indicated and as more particularly instructed in Purchaser’s and Seller’s Closing instructions: (ia) A Grant Deed in the form of Exhibit “F” attached to Prorations. Prorate and made a part hereof, conveying to Buyer fee simple title to the Real Property subject only to non-delinquent real property taxes and the Permitted Encumbrances; (ii) A ▇▇▇▇ of Sale in the form of Exhibit “G” attached to and made a part hereof, transferring to Buyer title to the Personal Property and the Intangible Property allocate all matters as required by this Agreement; (iii) Copies of letters advising tenants under the Leases of the change in ownership of the Project and of the transfer of their security deposits in the form of Exhibit “H” attached to and made a part hereof which letters shall be delivered by Seller to the tenants promptly after Escrow Holder notifies Seller that the escrow has closed, as well as contact information for Buyer; (iv) Two counterparts of an Assignment and Assumption of Leases in the form of Exhibit “I” attached hereto and made a part hereof executed by Seller; (v) An updated Rent Roll (including a listing of all delinquent and prepaid rents) as of a date as close to the Closing Date as practical and no earlier than one week prior to the Close of Escrow, certified by Seller to be the same Rent Roll as used by Seller in the operation of the Project; and (vi) Such conveyancing or transfer tax forms or returns, if any, as are required to be delivered or signed by Seller by applicable state and local law in connection with the conveyance of the Real Property; (vii) An affidavit as required by the Foreign Investors Real Property Tax Act, as amended, and the California Revenue and Taxation Code Section 18805 et seq., executed by Seller; (viii) An updated list of Personal Property which Escrow Holder shall attach as Exhibit “1” to the ▇▇▇▇ of Sale; and (ix) Any additional documents that Escrow Holder or the Title Company may reasonably require for the proper consummation of the transaction contemplated by this Agreement including but not limited to written approval of a closing statement consistent with this Agreement, such affidavits as are customarily required by Title Company on the Title Company’s standard form in connection with issuance of the owner’s extended coverage title insurance policy, including a mechanics’ lien and judgment affidavit (which affidavit(s) are in the form and content of Exhibit “P” attached hereto); and a “gap closing” indemnity on the Title Company’s standard form assuring the Title Company against title issues arising after the Close of Escrow and before the recording of the Grant Deed the following business day (provided, however, no such additional document shall expand any obligation, covenant, representation or warranty of Seller or result in any new or additional obligation, covenant, representation or warranty of Seller under this Agreement beyond those expressly set forth in this Agreement). In addition to the foregoing, Seller shall deliver to Buyer outside of escrow promptly after the Close of Escrow on the Closing Date the original Leases, all keys for the Property in Seller’s possession or control and any guarantees or warranties relating to Personal Property in Seller’s possession or control. (d) Buyer shall deliver to escrow the balance of the Purchase Price on or before the Closing Date as provided in Section 2(b)(iii) and the following documents before the Close of Escrow: (i) Two counterparts of an Assignment and Assumption of Leases in the form of Exhibit “I” executed by Buyer; (ii) Such conveyancing or transfer tax forms or returns, if any, as required to be delivered or signed by Buyer by applicable state and local law in connection with the conveyance of Real Property; and (iii) Any additional documents that Escrow Holder or the Title Company may reasonably require for the proper consummation of the transaction contemplated by this Agreement including but not limited to written approval of a closing statement consistent with this Agreement (provided, however, no such additional document shall expand any obligation, covenant, representation or warranty of Buyer or result in any new or additional obligation, covenant, representation or warranty of Buyer under this Agreement beyond those expressly set forth in this Agreement). (e) At the Close of Escrow, Escrow Holder shall (i) cause the Grant Deed to be recorded in San Diego County, (ii) deliver to Seller the Purchase Price, plus or minus Seller’s share of any expenses or prorations, (iii) deliver to Buyer the duly executed ▇▇▇▇ of Sale, and (iv) deliver to Buyer and Seller one duly executed counterpart of the Assignment and Assumption of Leases. (f) Expenses and costs concerning the escrow shall be payable as follows: (i) Seller shall pay the portion of the Title Policy premium applicable to a standard coverage owner’s policy and any endorsements necessary to remove any disapproved exceptions that Seller has stated in writing it will remove, any documentary transfer taxes, the recording fees for the Grant Deed, and one-half (1/2) of the escrow fees; (ii) Buyer shall pay the Title Policy premium in excess of Seller’s share described in Section 5(f)(i), and one-half(l/2) of the escrow fees5.3 hereof; (iii) Seller and Buyer shall each bear their respective legal and accounting fees and costs (if any); and (iv) All other expenses and costs shall be shared by the parties according to the usual custom in San Diego County. (g) Prior to the Close of Escrow, Seller shall provide Escrow Holder and Buyer with the certification required by Internal Revenue Code Section 1445. In addition, Seller will provide Escrow Holder and Buyer with the certification required to show that withholding is not required pursuant to California Revenue and Taxation Code Sections 18805(d) and 26131(e). (h) Possession of the Property shall be delivered to Buyer at the Close of Escrow, subject to the possession of the tenants under the Leases.

Escrow Provisions. (a) Within one (1) business day following the mutual execution of this Agreement, Seller and Buyer A. The Union Escrow shall open be held in escrow by delivering a fully executed copy of this Agreement to Chicago Title Company Greenberg Traurig, LLP (“"Escrow Holder”Agent") at ▇upon the te▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇onditions of this Section 13A. B. It is agreed that: (i) The duties of Escrow Agent are only as herein specifically provided, ▇▇▇▇▇ ▇▇▇and, ▇▇▇ ▇▇▇▇▇except for the provisions of this Section 13A, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇are purely ministerial in nature, Attn: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇and Escrow Agent shall incur no liability whatever except for its own willful misconduct or gross negligence; (ii) Escrow Agent shall not be liable or responsible for the collection of the proceeds of any checks used to pay the Union Escrow; (iii) In the performance of its duties hereunder, Escrow Officer. The “Opening of Escrow” Agent shall be entitled to rely upon any document, instrument or signature believed by it to be genuine and signed by either of the date other parties hereto or their successors; (iv) Escrow Agent may assume that any person purporting to give any notice of instructions in accordance with the provisions hereof has been duly authorized to do so; (v) Escrow Agent shall not be bound by any modification, cancellation or rescission of this Agreement has been unless in writing and signed by Escrow Agent, Seller and Purchaser; (vi) Except as otherwise provided in this Section 13A, Seller and Purchaser shall jointly and severally reimburse and indemnify Escrow Agent for, and hold it harmless against, any and all loss, liability, costs or expenses in connection herewith, including reasonable attorneys' fees and disbursements, incurred without willful misconduct or gross negligence on the part of Escrow Agent arising out of or in connection with its acceptance of, or the performance of its duties and obligations under, this Agreement, as well as the reasonable costs and expenses of defending against any claim or liability arising out of or relating to this Agreement; (vii) Each of Seller and Purchaser hereby releases Escrow Agent from any act done or omitted to be done by Escrow Agent in good faith (and without willful misconduct or gross negligence) in the performance of its duties hereunder; and (viii) Escrow Agent may resign upon 10 days written notice to Seller and Purchaser. If a successor Escrow Agent is not appointed by Seller and Purchaser within such 10 day period, Escrow Agent may petition a court of competent jurisdiction to name a successor. C. Escrow Agent is acting as a stakeholder only with respect to the Union Escrow. Except as otherwise provided in this Section 13A, Escrow Agent shall not deliver the Union Escrow except on seven days' prior written notice to the parties and delivered only if neither party shall object within such seven day period. If there is any dispute as to whether Escrow HolderAgent is obligated to deliver all or any portion of the Union Escrow or as to whom such Union Escrow is to be delivered, as evidenced Escrow Agent shall not be required to make any delivery, but in such event Escrow Agent may hold the same until receipt by its signing Escrow Agent of an authorization in writing, signed by all of the parties having any interest in such dispute, directing the disposition of the Union Escrow (together with all interest thereon, if any), or in the absence of such authorization Escrow Agent may hold the Union Escrow (together with all interest thereon, if any), until the final determination of the rights of the parties in an appropriate proceeding. If such written authorization is not given 37 or proceedings for such determination are not begun within 30 days after the date Escrow Agent shall have received written notice of such dispute, and dating thereafter diligently continued, Escrow Agent may, but is not required to, bring an appropriate action or proceeding for leave to deposit the Consent Union Escrow (together with all interest thereon, if any), in court pending such determination. Escrow Agent shall be reimbursed for all costs and expenses of such action or proceeding including, without limitation, reasonable attorneys' fees and disbursements, by the party determined not to be entitled to the Union Escrow, or if the Union Escrow is split between the parties hereto, such costs of Escrow Holder attached hereto. Each party shall execute escrow instructions on the standard form of Escrow Holder. This Agreement Agent shall be attached split, pro rata, between Seller and Purchaser, in inverse proportion to the amount of the Union Escrow received by each. Upon making delivery of the Union Escrow (together with interest thereon, if any), in the manner provided in this Agreement, Escrow Agent shall have no further obligation or liability hereunder. D. Escrow Agent has executed this Agreement solely to confirm that Escrow Agent has received the Union Escrow (if the Union Escrow is made by check, subject to collection) and made an exhibit will hold the Union Escrow, in escrow, pursuant to such escrow instructions. To the extent that such escrow instructions conflict with or are inconsistent with any of the provisions of this Agreement. E. Seller understands and acknowledges that Escrow Agent also serves as Purchaser's counsel and that Escrow Agent shall have the right to represent Purchaser in any dispute between Seller and Purchaser with respect to the Union Escrow, this Agreement or otherwise. 13A.9 The provisions of this Section 13A shall controlsurvive the Closing. (b) The escrow for the purchase and sale of the Property shall be scheduled to close on September 30, 2014 (“Closing Date”). The closing of the escrow hereunder shall be referred to as the “Close of Escrow”. (c) Before the Closing Date, Seller shall deliver to Buyer through escrow the following: (i) A Grant Deed in the form of Exhibit “F” attached to and made a part hereof, conveying to Buyer fee simple title to the Real Property subject only to non-delinquent real property taxes and the Permitted Encumbrances; (ii) A ▇▇▇▇ of Sale in the form of Exhibit “G” attached to and made a part hereof, transferring to Buyer title to the Personal Property and the Intangible Property as required by this Agreement; (iii) Copies of letters advising tenants under the Leases of the change in ownership of the Project and of the transfer of their security deposits in the form of Exhibit “H” attached to and made a part hereof which letters shall be delivered by Seller to the tenants promptly after Escrow Holder notifies Seller that the escrow has closed, as well as contact information for Buyer; (iv) Two counterparts of an Assignment and Assumption of Leases in the form of Exhibit “I” attached hereto and made a part hereof executed by Seller; (v) An updated Rent Roll (including a listing of all delinquent and prepaid rents) as of a date as close to the Closing Date as practical and no earlier than one week prior to the Close of Escrow, certified by Seller to be the same Rent Roll as used by Seller in the operation of the Project; and (vi) Such conveyancing or transfer tax forms or returns, if any, as are required to be delivered or signed by Seller by applicable state and local law in connection with the conveyance of the Real Property; (vii) An affidavit as required by the Foreign Investors Real Property Tax Act, as amended, and the California Revenue and Taxation Code Section 18805 et seq., executed by Seller; (viii) An updated list of Personal Property which Escrow Holder shall attach as Exhibit “1” to the ▇▇▇▇ of Sale; and (ix) Any additional documents that Escrow Holder or the Title Company may reasonably require for the proper consummation of the transaction contemplated by this Agreement including but not limited to written approval of a closing statement consistent with this Agreement, such affidavits as are customarily required by Title Company on the Title Company’s standard form in connection with issuance of the owner’s extended coverage title insurance policy, including a mechanics’ lien and judgment affidavit (which affidavit(s) are in the form and content of Exhibit “P” attached hereto); and a “gap closing” indemnity on the Title Company’s standard form assuring the Title Company against title issues arising after the Close of Escrow and before the recording of the Grant Deed the following business day (provided, however, no such additional document shall expand any obligation, covenant, representation or warranty of Seller or result in any new or additional obligation, covenant, representation or warranty of Seller under this Agreement beyond those expressly set forth in this Agreement). In addition to the foregoing, Seller shall deliver to Buyer outside of escrow promptly after the Close of Escrow on the Closing Date the original Leases, all keys for the Property in Seller’s possession or control and any guarantees or warranties relating to Personal Property in Seller’s possession or control. (d) Buyer shall deliver to escrow the balance of the Purchase Price on or before the Closing Date as provided in Section 2(b)(iii) and the following documents before the Close of Escrow: (i) Two counterparts of an Assignment and Assumption of Leases in the form of Exhibit “I” executed by Buyer; (ii) Such conveyancing or transfer tax forms or returns, if any, as required to be delivered or signed by Buyer by applicable state and local law in connection with the conveyance of Real Property; and (iii) Any additional documents that Escrow Holder or the Title Company may reasonably require for the proper consummation of the transaction contemplated by this Agreement including but not limited to written approval of a closing statement consistent with this Agreement (provided, however, no such additional document shall expand any obligation, covenant, representation or warranty of Buyer or result in any new or additional obligation, covenant, representation or warranty of Buyer under this Agreement beyond those expressly set forth in this Agreement). (e) At the Close of Escrow, Escrow Holder shall (i) cause the Grant Deed to be recorded in San Diego County, (ii) deliver to Seller the Purchase Price, plus or minus Seller’s share of any expenses or prorations, (iii) deliver to Buyer the duly executed ▇▇▇▇ of Sale, and (iv) deliver to Buyer and Seller one duly executed counterpart of the Assignment and Assumption of Leases. (f) Expenses and costs concerning the escrow shall be payable as follows: (i) Seller shall pay the portion of the Title Policy premium applicable to a standard coverage owner’s policy and any endorsements necessary to remove any disapproved exceptions that Seller has stated in writing it will remove, any documentary transfer taxes, the recording fees for the Grant Deed, and one-half (1/2) of the escrow fees; (ii) Buyer shall pay the Title Policy premium in excess of Seller’s share described in Section 5(f)(i), and one-half(l/2) of the escrow fees; (iii) Seller and Buyer shall each bear their respective legal and accounting fees and costs (if any); and (iv) All other expenses and costs shall be shared by the parties according to the usual custom in San Diego County. (g) Prior to the Close of Escrow, Seller shall provide Escrow Holder and Buyer with the certification required by Internal Revenue Code Section 1445. In addition, Seller will provide Escrow Holder and Buyer with the certification required to show that withholding is not required pursuant to California Revenue and Taxation Code Sections 18805(d) and 26131(e). (h) Possession of the Property shall be delivered to Buyer at the Close of Escrow, subject to the possession of the tenants under the Leases.

Escrow Provisions. 10.1 The Deposit shall be held in escrow by the Escrow Agent until the earliest of (a) Within one the Closing, on which date the Deposit shall be released to Seller; (1b) business ten (10) days after the Escrow Agent shall have delivered to the non-sending party a copy of the notice sent by Seller or Purchaser stating that this Agreement has been terminated and that the party so notifying the Escrow Agent is entitled to the Deposit, following which period the Deposit shall be (i) delivered to Seller, in the case of a notice from Seller stating that Seller is entitled to the Deposit, or (ii) delivered to Purchaser, in the case of a notice from Purchaser stating that Purchaser is entitled to the Deposit; provided, in each case, however, that within such ten (10) day following period the mutual execution Escrow Agent does not receive either a notice containing contrary instructions from the other party hereto or a court order restraining the release of all or any portion of the Deposit; or (c) a joint notice executed by Seller and Purchaser is received by the Escrow Agent, in which event the Escrow Agent shall release the Deposit in accordance with the instructions therein contained. The Escrow Agent shall reasonably promptly deliver a duplicate copy of any notice received by it in its capacity as Escrow Agent to Seller and Purchaser. 10.2 The Deposit shall be held by the Escrow Agent in a separate interest-bearing money market or bank account at JPMorgan Chase. The Deposit may be invested on behalf of Seller or Purchaser; provided that any direction to the Escrow Agent for such investment shall be in writing and a completed, signed W-9 Form accompanies it. The Escrow Agent is not to be held responsible for the loss of principal or interest on any investment made pursuant to the aforesaid instruction or in the redemption thereof, or for levies by taxing authorities based upon the taxpayer identification number used to establish this interest bearing account. If the Closing occurs, the Deposit shall be paid to Seller and applied to the Purchase Price. In the event that there is no Closing hereunder and the Deposit is to be paid to Seller pursuant to the terms of this Agreement, such payment shall be made to Seller, otherwise, the Deposit shall be paid to Purchaser. 10.3 In the event that (i) the Escrow Agent shall have received a notice containing contrary instructions or a court order as provided for in Section 10.1 hereof and within the time therein prescribed, or (ii) any other disagreement or dispute shall arise between the parties hereto resulting in adverse claims or demands being made for the Deposit, whether or not litigation has been instituted, then and in any such event the Escrow Agent shall refuse to comply with any claims or demands on it and continue to hold the Deposit until the Escrow Agent receives either (a) a written notice signed by both Seller and Buyer Purchaser directing the disposition of the Deposit, or (b) a final order of a court of competent jurisdiction, entered in a proceeding in which Seller, Purchaser and the Escrow Agent are named as parties, directing the disposition of the Deposit, in either of which events the Escrow Agent shall open escrow then dispose of the Deposit in accordance with said direction. The Escrow Agent shall not be or become liable in any way to any person or entity for its refusal to comply with any such claims or demands until and unless it has received a direction of the nature described in (a) or (b) above. Upon the taking by delivering a fully executed copy the Escrow Agent of any of the actions described in (a) and (b) above, the Escrow Agent shall be released of and from all liability hereunder. Notwithstanding the foregoing provisions of this Section 10.3, the Escrow Agent shall have the following right in the circumstances described in subdivision (i) or (ii) above: (y) if the Escrow Agent shall have received a written notice signed by either Seller or Purchaser advising that litigation between Seller and Purchaser over entitlement to the Deposit or any portion thereof has been commenced, the Escrow Agent may, on written notice to Seller and Purchaser, deposit the Deposit with the clerk of the court in which such litigation is pending, or (z) the Escrow Agent may, on written notice to Seller and Purchaser, take such affirmative steps as it may, at its option, elect in order to terminate its duties as escrow agent hereunder, including, but not limited to, the deposit of the Deposit with a court of competent jurisdiction and the commencement of an action in interpleader. Upon the taking by Escrow Agent of either of the actions described in (y) or (z) above, the Escrow Agent shall be released of and from all liability hereunder except for any previous willful misconduct or gross negligence. 10.4 The Escrow Agent shall not be liable for any error in judgment or for any act done or omitted by it in good faith, or for any mistake of fact or law and shall not incur any liability in acting upon any signature, notice, request, waiver, consent, receipt or other paper or document in good faith believed by the Escrow Agent to be genuine and is released and exculpated from all liability hereunder except as aforesaid or for willful misconduct or gross negligence. The sole responsibility of the Escrow Agent hereunder shall be to hold and release the Deposit in accordance with the provisions of this Agreement. The Escrow Agent shall be entitled to consult with counsel in connection with its duties hereunder. The Escrow Agent has executed this Agreement solely to Chicago Title Company (“Escrow Holder”) at confirm that it is holding and will hold the Deposit in escrow pursuant to the provisions of this Section 10 and for no other purpose. ▇▇▇▇▇▇▇▇▇▇ ▇▇LAKE APARTMENTS NF L.P. By: SAP IV SH NF L.L.C., its general partner By: SAP IV MANAGER INC., its manager By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title Co-President RRE OPPORTUNITY OP II, AttnLP By: ▇▇▇▇Resource Real Estate Opportunity REIT II, Inc., its general partner By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title President The undersigned Escrow Agent hereby acknowledges receipt of the Deposit and a copy of this Agreement, Escrow Officer. The “Opening and agrees to hold and dispose of Escrow” shall be the date that this Agreement has been signed by the parties and delivered to Escrow Holder, as evidenced by its signing and dating the Consent of Escrow Holder attached hereto. Each party shall execute escrow instructions on the standard form of Escrow Holder. This Agreement shall be attached to and made an exhibit to such escrow instructions. To the extent that such escrow instructions conflict Deposit in accordance with or are inconsistent with any of the provisions of this Agreement, this Agreement shall control. (b) The escrow for the purchase and sale of the Property shall be scheduled to close on September 30, 2014 (“Closing Date”). The closing of the escrow hereunder shall be referred to as the “Close of Escrow”. (c) Before the Closing Date, Seller shall deliver to Buyer through escrow the following: (i) A Grant Deed in the form of Exhibit “F” attached to and made a part hereof, conveying to Buyer fee simple title to the Real Property subject only to non-delinquent real property taxes and the Permitted Encumbrances; (ii) A ESCROW AGENT: Fidelity National Title Insurance Company By: /s/ ▇▇▇▇▇ ▇▇▇▇ Its: Vice President Date of Sale in Execution by Escrow Agent: April 21, 2015 (1) Monthly income statements for the form Property beginning December 2013 and through date of Exhibit “G” attached to and made a part hereof, transferring to Buyer title to the Personal Property and the Intangible Property as required by this Agreementsale; (iii2) Monthly bank statements for the Property beginning December 2013 through date of sale; (3) Reconciliations to aforementioned bank statements; (4) Monthly rent rolls for December 2013 through month of sale; (5) Trial Balances for the years ended 2013, 2014 and last date the seller owns the Property; (6) Balance Sheet at 12/31/13, 12/31/14, and the last month the seller owns the Property; (7) Account payable and account receivable detail listing/aging reports at 12/31/13, 12/31/14 and date of sale; (8) Check registers and payables registers for January 2014, February 2014, January 2015, and February 2015; (9) Copy of management agreement; (10) General Ledger for 2013 and 2014; (11) Copies of letters advising tenants under all insurance invoices for past 12 months; (12) Copies of all real estate tax bills for 2013 and 2014 as well as any assessments or tax bills for 2015; (13) Contact person at the property management company with whom the auditors can discuss internal control procedures and walkthrough information; (14) Standard Lease form with respect to the Property; (15) Copies of all property utility bills for past 12 months; (16) Copies of all utility contracts if applicable; (17) On-site access to make copies and/or review the Tenant Leases including any and all modifications, supplements or amendments thereto and all tenant lease files; (18) Current resident ledger report as well as a report on the date of the change in ownership sale; (19) Current notices to vacate report; (20) A schedule of the Project and of the transfer of their security all tenant deposits in the form of Exhibit “H” attached to and made a part hereof which letters shall be delivered by Seller to the tenants promptly after Escrow Holder notifies Seller that the escrow has closed, as well as contact information for Buyer; (iv) Two counterparts of an Assignment and Assumption of Leases in the form of Exhibit “I” attached hereto and made a part hereof executed customarily utilized by Seller; (v21) An updated Rent Roll (including a listing of all delinquent and prepaid rents) as of a date as close Contracts relating to the Closing Date as practical maintenance and no earlier than one week prior to the Close of Escrow, certified by Seller to be the same Rent Roll as used by Seller in the operation of the Project; and (vi) Such conveyancing or transfer tax forms or returns, if any, as are required Property and access at the Property to be delivered or signed by Seller by applicable state all maintenance and local law in connection with service logs for the conveyance of the Real Property; (vii22) An affidavit as required Copy of Phase I report (Draft) prepared by LandAmerica Assessment Corporation Dec. 21, 2005 (the Foreign Investors Real Property Tax Act, as amended, and the California Revenue and Taxation Code Section 18805 et seq., executed by Seller“Existing Phase I Report”); (viii23) An updated Insurance loss runs during the period of Seller’s ownership of the Property; (24) Most recent elevation certificates (if available); (25) To the extent available, copies of all guaranties or warranties currently in effect related to the roof or any structure or operating system at the Property; (26) A list of Personal Property which Escrow Holder shall attach employee units and model/office units, and employee rental and discount information; (27) A schedule of capital improvements completed during the period of Seller’s ownership; (28) Documentation related to eviction activity for the past 12 months as Exhibit “1” well as the status of all evictions currently in process; (29) List of all personal property to be conveyed with the Property; (30) To the extent available, the most recent tax, license fee and permit bills and copies of all such licenses and permits, including the certificates of occupancy; (31) List of current employees of the Property; (32) All engineering studies, environmental reports, termite inspections or warranties, to the ▇▇▇▇ of Sale; andextent available and in the Seller’s possession, which relate to its Property and were prepared for such Seller by third parties; (ix33) Any additional documents that Escrow Holder or the The Seller’s ACM plan, lead in water O&M, and other O&M plans, if any. (34) The most recent Title Company may reasonably require for the proper consummation of the transaction contemplated by this Agreement including but not limited to written approval of a closing statement consistent with this Agreement, such affidavits as are customarily required by Title Company on the Title Company’s standard form in connection with issuance of the owner’s extended coverage title insurance policy, including a mechanics’ lien and judgment affidavit (which affidavit(s) are in the form and content of Exhibit “P” attached hereto); and a “gap closing” indemnity on the Title Company’s standard form assuring the Title Company against title issues arising after the Close of Escrow and before the recording of the Grant Deed the following business day (provided, however, no such additional document shall expand any obligation, covenant, representation or warranty of Seller or result in any new or additional obligation, covenant, representation or warranty of Seller under this Agreement beyond those expressly set forth in this Agreement). In addition to the foregoing, Seller shall deliver to Buyer outside of escrow promptly after the Close of Escrow on the Closing Date the original Leases, all keys for the Property Survey in Seller’s possession or control possession, which relate to its Property and any guarantees or warranties relating to Personal Property in Seller’s possession or control. (d) Buyer shall deliver to escrow the balance of the Purchase Price on or before the Closing Date as provided in Section 2(b)(iii) and the following documents before the Close of Escrow: (i) Two counterparts of an Assignment and Assumption of Leases in the form of Exhibit “I” executed were prepared for such Seller by Buyerthird parties; (ii35) Such conveyancing or transfer tax forms or returnsMonthly occupancy and turnover percentages for 2013, if any, as required to be delivered or signed by Buyer by applicable state and local law in connection with the conveyance of Real Property; and (iii) Any additional documents that Escrow Holder or the Title Company may reasonably require for the proper consummation of the transaction contemplated by this Agreement including but not limited to written approval of a closing statement consistent with this Agreement (provided, however, no such additional document shall expand any obligation, covenant, representation or warranty of Buyer or result in any new or additional obligation, covenant, representation or warranty of Buyer under this Agreement beyond those expressly set forth in this Agreement). (e) At the Close of Escrow, Escrow Holder shall (i) cause the Grant Deed to be recorded in San Diego County, (ii) deliver to Seller the Purchase Price, plus or minus Seller’s share of any expenses or prorations, (iii) deliver to Buyer the duly executed ▇▇▇▇ of Sale2014, and (iv) deliver to Buyer and Seller one duly executed counterpart of the Assignment and Assumption of Leases. (f) Expenses and costs concerning the escrow shall be payable as follows: (i) Seller shall pay the portion of the Title Policy premium applicable to a standard coverage owner’s policy and any endorsements necessary to remove any disapproved exceptions that Seller has stated in writing it will remove, any documentary transfer taxes, the recording fees for the Grant Deed, and one-half (1/2) of the escrow fees2015; (ii36) Buyer shall pay the Title Policy premium Summary of bad debt written-off in excess of Seller’s share described in Section 5(f)(i)2013, 2014, and one-half(l/2) of the escrow fees2015; (iii37) Seller and Buyer shall each bear their respective legal and accounting fees and costs Copies of tenant utility billing reports (RUBS) for the past 12 months, if any); and (iv) All other expenses and costs shall be shared by the parties according to the usual custom in San Diego Countyapplicable. (g) Prior to the Close of Escrow, Seller shall provide Escrow Holder and Buyer with the certification required by Internal Revenue Code Section 1445. In addition, Seller will provide Escrow Holder and Buyer with the certification required to show that withholding is not required pursuant to California Revenue and Taxation Code Sections 18805(d) and 26131(e). (h) Possession of the Property shall be delivered to Buyer at the Close of Escrow, subject to the possession of the tenants under the Leases.

Escrow Provisions. (a) Within one (1) business day following 5.01. The Escrow Agent shall have a duty to hold the mutual execution Escrow Funds in an interest bearing trust account, and to disburse the funds as provided in Sections 2.02 and 5.05 of this Agreement. The Escrow Agent shall have no responsibility or duty to obtain, Seller and Buyer collect or enforce any obligations of the Debtors, nor shall open escrow by delivering a fully executed copy the Escrow Agent have any responsibility or duty to determine the unpaid balance of the Indebtedness, or the proper application of any payment on the Indebtedness. 5.02. The Escrow Agent shall have no duties except those which are specifically set forth herein. No waiver, modification, amendment, termination or rescission of this Agreement to Chicago Title Company (“shall be effective or binding upon the Escrow Holder”) at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attn: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Agent unless the Escrow OfficerAgent shall have specifically consented thereto in writing. 5.03. The “Opening of Escrow” shall be Debtors and the date Lenders acknowledge, understand and agree that this Agreement has been signed by the parties and delivered to Escrow Holder, as evidenced by its signing and dating the Consent of Escrow Holder attached hereto. Each party shall execute escrow instructions on the standard form of Escrow Holder. This Agreement shall be attached to and made an exhibit to such escrow instructions. To the extent that such escrow instructions conflict with or are inconsistent with any of the provisions of this Agreement, this Agreement shall control. (b) The escrow for the purchase and sale of the Property shall be scheduled to close on September 30, 2014 (“Closing Date”). The closing of the escrow hereunder shall be referred to as the “Close of Escrow”. (c) Before the Closing Date, Seller shall deliver to Buyer through escrow the following: (i) A Grant Deed the Escrow Agent has not and will not exercise any independent professional judgment on behalf of the Lenders or the Debtors in the form of Exhibit “F” attached to carrying out its duties under this Agreement; and made a part hereof, conveying to Buyer fee simple title to the Real Property subject only to non-delinquent real property taxes and the Permitted Encumbrances; (ii) A ▇▇▇▇ of Sale notwithstanding its role as the Escrow Agent hereunder, the Escrow Agent may, in the form event of Exhibit “G” attached to and made a part hereof, transferring to Buyer title to dispute between the Personal Property Debtors and the Intangible Property Lenders, act as required by this Agreement; (iii) Copies of letters advising tenants under counsel for and represent the Leases of the change Debtors in ownership of the Project and of the transfer of their security deposits in the form of Exhibit “H” attached to and made a part hereof which letters shall be delivered by Seller to the tenants promptly after Escrow Holder notifies Seller that the escrow has closedany dispute or litigation, as well as contact information for Buyer; (iv) Two counterparts of an Assignment and Assumption of Leases in the form of Exhibit “I” attached hereto and made a part hereof executed by Seller; (v) An updated Rent Roll (including a listing of all delinquent and prepaid rents) as of a date as close to the Closing Date as practical and no earlier than one week prior to the Close of Escrow, certified by Seller to be the same Rent Roll as used by Seller in the operation of the Project; and (vi) Such conveyancing or transfer tax forms or returns, if any, as are required to be delivered or signed by Seller by applicable state and local law in connection with the conveyance of the Real Property; (vii) An affidavit as required by the Foreign Investors Real Property Tax Act, as amended, and the California Revenue and Taxation Code Section 18805 et seq., executed by Seller; (viii) An updated list of Personal Property which Escrow Holder shall attach as Exhibit “1” to the ▇▇▇▇ of Sale; and (ix) Any additional documents that Escrow Holder or the Title Company may reasonably require for the proper consummation of the transaction contemplated by this Agreement including but not limited to written approval of a closing statement consistent with this Agreement, such affidavits as are customarily required by Title Company on the Title Company’s standard form in connection with issuance of the owner’s extended coverage title insurance policy, including a mechanics’ lien and judgment affidavit (which affidavit(s) are in the form and content of Exhibit “P” attached hereto); and a “gap closing” indemnity on the Title Company’s standard form assuring the Title Company against title issues arising after the Close of Escrow and before the recording of the Grant Deed the following business day (provided, however, that in the event of such dispute, no funds shall be released by the Escrow Agent without an order of the Bankruptcy Court. 5.04. The Escrow Agent shall have no liability or responsibility to the Borrower or the Lender for any losses, claims, damages, liabilities, costs or expenses provided that such additional document losses are not the result of the Escrow Agent's own negligence or willful misconduct. 5.05. Any Escrow Funds remaining with the Escrow Agent on the Due Date shall expand any obligation, covenant, representation or warranty of Seller or result in any new or additional obligation, covenant, representation or warranty of Seller under this Agreement beyond those expressly set forth in this Agreement)be promptly disbursed to Lenders. In addition the event the Debtors dispute the occurrence of the Due Date the Escrow Agent may either hold the Escrow Funds until a final judgment of a court of competent jurisdiction is entered directing the Escrow Agent as to the foregoing, Seller shall deliver to Buyer outside of escrow promptly after the Close of Escrow on the Closing Date the original Leases, all keys for the Property in Seller’s possession or control and any guarantees or warranties relating to Personal Property in Seller’s possession or control. (d) Buyer shall deliver to escrow the balance proper disposition of the Purchase Price on Escrow Funds or before the Closing Date as provided in Section 2(b)(iii) Escrow Agent may file a declaratory judgment action or an interpleader action against the Lender and the following documents before the Close of Escrow: (i) Two counterparts of an Assignment and Assumption of Leases in the form of Exhibit “I” executed by Buyer; (ii) Such conveyancing or transfer tax forms or returns, if any, as required to be delivered or signed by Buyer by applicable state and local law in connection with the conveyance of Real Property; and (iii) Any additional documents that Escrow Holder or the Title Company may reasonably require for the proper consummation of the transaction contemplated by this Agreement including but not limited to written approval of a closing statement consistent with this Agreement (provided, however, no such additional document shall expand any obligation, covenant, representation or warranty of Buyer or result in any new or additional obligation, covenant, representation or warranty of Buyer under this Agreement beyond those expressly set forth in this Agreement)Debtors. (e) At the Close of Escrow, Escrow Holder shall (i) cause the Grant Deed to be recorded in San Diego County, (ii) deliver to Seller the Purchase Price, plus or minus Seller’s share of any expenses or prorations, (iii) deliver to Buyer the duly executed ▇▇▇▇ of Sale, and (iv) deliver to Buyer and Seller one duly executed counterpart of the Assignment and Assumption of Leases. (f) Expenses and costs concerning the escrow shall be payable as follows: (i) Seller shall pay the portion of the Title Policy premium applicable to a standard coverage owner’s policy and any endorsements necessary to remove any disapproved exceptions that Seller has stated in writing it will remove, any documentary transfer taxes, the recording fees for the Grant Deed, and one-half (1/2) of the escrow fees; (ii) Buyer shall pay the Title Policy premium in excess of Seller’s share described in Section 5(f)(i), and one-half(l/2) of the escrow fees; (iii) Seller and Buyer shall each bear their respective legal and accounting fees and costs (if any); and (iv) All other expenses and costs shall be shared by the parties according to the usual custom in San Diego County. (g) Prior to the Close of Escrow, Seller shall provide Escrow Holder and Buyer with the certification required by Internal Revenue Code Section 1445. In addition, Seller will provide Escrow Holder and Buyer with the certification required to show that withholding is not required pursuant to California Revenue and Taxation Code Sections 18805(d) and 26131(e). (h) Possession of the Property shall be delivered to Buyer at the Close of Escrow, subject to the possession of the tenants under the Leases.

Escrow Provisions. 5.1 Each of the parties to this Agreement recognizes and acknowledges that the Escrow Agent is serving solely as an accommodation to the parties, and each of them agrees that the Escrow Agent shall not be liable to any of the parties for any error of judgment, mistake, or act or omission hereunder, or any matter or thing arising out of its conduct hereunder, except for the Escrow Agent's willful misfeasance or gross negligence. The Escrow Agent shall be entitled to rely upon the authenticity of any signature, and the genuineness and/or validity of any writing received by the Escrow Agent pursuant to or otherwise relating to this Agreement. 5.2 The Escrow Agent is acting, and may continue to act, as counsel to Purchaser in connection with the transactions contemplated by this Agreement. 5.3 Each of the parties jointly and severally agrees to indemnify and hold harmless the Escrow Agent from and against any and all costs, claims, damages, or expenses (including, without limitation, reasonable attorneys’ fees and disbursements, whether paid to retained attorneys or representing the fair value of legal services rendered to itself) that may be incurred by the Escrow Agent acting under this Agreement (including, without limitation, any costs incurred by the Escrow Agent pursuant to Section 5.4 hereof) or to which the Escrow Agent may be put in connection with the Escrow Agent acting under this Agreement, except for costs, claims, or damages arising out of the Escrow Agent’s willful misfeasance or gross negligence. 5.4 In the event that: (a) Within one the Escrow Agent shall receive contrary instructions from the parties; or (1b) business day following the mutual execution of any dispute shall arise as to any matter arising under this Agreement; or (c) there shall be any uncertainty as to the meaning or applicability of any of the provisions hereof, Seller or the Escrow Agent’s duties, rights or responsibilities hereunder, or any written instructions received by the Escrow Agent pursuant hereto, the Escrow Agent shall not itself determine such dispute, controversy or uncertainty, but shall either (i) continue to hold the documents and Buyer shall open escrow by delivering a fully executed copy other items placed with it pursuant to the terms of this Agreement to Chicago Title Company until otherwise directed in writing by joint instruction of the parties, or by a final non-appealable court order, or (“Escrow Holder”ii) at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇its option, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attn: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Escrow Officer. The “Opening of Escrow” shall be the date that this Agreement has been signed by the parties and delivered to Escrow Holder, as evidenced by its signing and dating the Consent of Escrow Holder attached hereto. Each party shall execute escrow instructions on the standard form of Escrow Holder. This Agreement shall be attached to and made an exhibit to such escrow instructions. To the extent at any time that such escrow instructions conflict dispute, controversy or uncertainty continues, deposit said documents and other items into any court having appropriate jurisdiction. 5.5 Upon the delivery or disposition of the documents and other items placed with or are inconsistent it in accordance with any of the provisions of this Agreement, the Escrow Agent shall thereupon be relieved of, and discharged and released from, any and all liability hereunder and with respect to said documents and other items and Escrow Agent’s obligations under this Agreement shall controlbe deemed to have been completed. (b) The escrow for the purchase and sale of the Property shall be scheduled to close on September 30, 2014 (“Closing Date”). The closing of the escrow hereunder shall be referred to as the “Close of Escrow”. (c) Before the Closing Date, Seller shall deliver to Buyer through escrow the following: (i) A Grant Deed in the form of Exhibit “F” attached to and made a part hereof, conveying to Buyer fee simple title to the Real Property subject only to non-delinquent real property taxes and the Permitted Encumbrances; (ii) A ▇▇▇▇ of Sale in the form of Exhibit “G” attached to and made a part hereof, transferring to Buyer title to the Personal Property and the Intangible Property as required by this Agreement; (iii) Copies of letters advising tenants under the Leases of the change in ownership of the Project and of the transfer of their security deposits in the form of Exhibit “H” attached to and made a part hereof which letters shall be delivered by Seller to the tenants promptly after Escrow Holder notifies Seller that the escrow has closed, as well as contact information for Buyer; (iv) Two counterparts of an Assignment and Assumption of Leases in the form of Exhibit “I” attached hereto and made a part hereof executed by Seller; (v) An updated Rent Roll (including a listing of all delinquent and prepaid rents) as of a date as close to the Closing Date as practical and no earlier than one week prior to the Close of Escrow, certified by Seller to be the same Rent Roll as used by Seller in the operation of the Project; and (vi) Such conveyancing or transfer tax forms or returns, if any, as are required to be delivered or signed by Seller by applicable state and local law in connection with the conveyance of the Real Property; (vii) An affidavit as required by the Foreign Investors Real Property Tax Act, as amended, and the California Revenue and Taxation Code Section 18805 et seq., executed by Seller; (viii) An updated list of Personal Property which Escrow Holder shall attach as Exhibit “1” to the ▇▇▇▇ of Sale; and (ix) Any additional documents that Escrow Holder or the Title Company may reasonably require for the proper consummation of the transaction contemplated by this Agreement including but not limited to written approval of a closing statement consistent with this Agreement, such affidavits as are customarily required by Title Company on the Title Company’s standard form in connection with issuance of the owner’s extended coverage title insurance policy, including a mechanics’ lien and judgment affidavit (which affidavit(s) are in the form and content of Exhibit “P” attached hereto); and a “gap closing” indemnity on the Title Company’s standard form assuring the Title Company against title issues arising after the Close of Escrow and before the recording of the Grant Deed the following business day (provided, however, no such additional document shall expand any obligation, covenant, representation or warranty of Seller or result in any new or additional obligation, covenant, representation or warranty of Seller under this Agreement beyond those expressly set forth in this Agreement). In addition to the foregoing, Seller shall deliver to Buyer outside of escrow promptly after the Close of Escrow on the Closing Date the original Leases, all keys for the Property in Seller’s possession or control and any guarantees or warranties relating to Personal Property in Seller’s possession or control. (d) Buyer shall deliver to escrow the balance of the Purchase Price on or before the Closing Date as provided in Section 2(b)(iii) and the following documents before the Close of Escrow: (i) Two counterparts of an Assignment and Assumption of Leases in the form of Exhibit “I” executed by Buyer; (ii) Such conveyancing or transfer tax forms or returns, if any, as required to be delivered or signed by Buyer by applicable state and local law in connection with the conveyance of Real Property; and (iii) Any additional documents that Escrow Holder or the Title Company may reasonably require for the proper consummation of the transaction contemplated by this Agreement including but not limited to written approval of a closing statement consistent with this Agreement (provided, however, no such additional document shall expand any obligation, covenant, representation or warranty of Buyer or result in any new or additional obligation, covenant, representation or warranty of Buyer under this Agreement beyond those expressly set forth in this Agreement). (e) At the Close of Escrow, Escrow Holder shall (i) cause the Grant Deed to be recorded in San Diego County, (ii) deliver to Seller the Purchase Price, plus or minus Seller’s share of any expenses or prorations, (iii) deliver to Buyer the duly executed ▇▇▇▇ of Sale, and (iv) deliver to Buyer and Seller one duly executed counterpart of the Assignment and Assumption of Leases. (f) Expenses and costs concerning the escrow shall be payable as follows: (i) Seller shall pay the portion of the Title Policy premium applicable to a standard coverage owner’s policy and any endorsements necessary to remove any disapproved exceptions that Seller has stated in writing it will remove, any documentary transfer taxes, the recording fees for the Grant Deed, and one-half (1/2) of the escrow fees; (ii) Buyer shall pay the Title Policy premium in excess of Seller’s share described in Section 5(f)(i), and one-half(l/2) of the escrow fees; (iii) Seller and Buyer shall each bear their respective legal and accounting fees and costs (if any); and (iv) All other expenses and costs shall be shared by the parties according to the usual custom in San Diego County. (g) Prior to the Close of Escrow, Seller shall provide Escrow Holder and Buyer with the certification required by Internal Revenue Code Section 1445. In addition, Seller will provide Escrow Holder and Buyer with the certification required to show that withholding is not required pursuant to California Revenue and Taxation Code Sections 18805(d) and 26131(e). (h) Possession of the Property shall be delivered to Buyer at the Close of Escrow, subject to the possession of the tenants under the Leases.

Escrow Provisions. (a) Within one (1) business day following the mutual Upon execution of this Agreement, the parties hereto shall deposit an executed counterpart of this Agreement with the Escrow Agent, and this Agreement shall serve as escrow instructions to the Escrow Agent as the escrow holder for consummation of the purchase and sale contemplated hereby. Seller and Buyer Purchaser agree to execute such reasonable additional and supplementary escrow instructions as may be appropriate to enable the Escrow Agent to comply with the terms of this Agreement; provided, however, that in the event of any conflict between the provisions of this Agreement and any supplementary escrow instructions, the terms of this Agreement shall open escrow by delivering a fully executed copy control. The Escrow Agent joins in the execution of this Agreement to Chicago Title Company (“Escrow Holder”) at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attn: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Escrow Officer. The “Opening of Escrow” shall be evidence its agreement to hold documents and funds in accordance with the date that this Agreement has been signed by the parties terms and delivered to Escrow Holder, as evidenced by its signing and dating the Consent of Escrow Holder attached hereto. Each party shall execute escrow instructions on the standard form of Escrow Holder. This Agreement shall be attached to and made an exhibit to such escrow instructions. To the extent that such escrow instructions conflict with or are inconsistent with any of the provisions conditions of this Agreement. Further, this Agreement the following provisions shall control.control with respect to the rights, duties and liabilities of the Escrow Agent: (b) 12.23.1 The escrow Escrow Agent acts hereunder as a depository only and is not responsible or liable in any manner whatsoever for the purchase and sale of the Property shall be scheduled to close on September 30, 2014 (“Closing Date”). The closing of the escrow hereunder shall be referred to as the “Close of Escrow”. (c) Before the Closing Date, Seller shall deliver to Buyer through escrow the following: (i) A Grant Deed in sufficiency, correctness, genuineness or validity of any written instrument, notice or evidence of a party’s receipt of any instruction or notice which is received by the form of Exhibit “F” attached to and made a part hereofEscrow Agent, conveying to Buyer fee simple title to the Real Property subject only to non-delinquent real property taxes and the Permitted Encumbrances; or (ii) A ▇▇▇▇ identity or authority of Sale any person executing such instruction notice or evidence. 12.23.2 The Escrow Agent shall have no responsibility hereunder except for the performance by it in the form of Exhibit “G” attached to and made a part hereof, transferring to Buyer title to the Personal Property and the Intangible Property as required by this Agreement; (iii) Copies of letters advising tenants under the Leases good faith of the change in ownership of the Project and of the transfer of their security deposits in the form of Exhibit “H” attached to and made a part hereof which letters shall be delivered by Seller to the tenants promptly after Escrow Holder notifies Seller that the escrow has closed, as well as contact information for Buyer; (iv) Two counterparts of an Assignment and Assumption of Leases in the form of Exhibit “I” attached hereto and made a part hereof executed by Seller; (v) An updated Rent Roll (including a listing of all delinquent and prepaid rents) as of a date as close to the Closing Date as practical and no earlier than one week prior to the Close of Escrow, certified by Seller acts to be the same Rent Roll as used performed by Seller in the operation of the Project; and (vi) Such conveyancing or transfer tax forms or returns, if any, as are required to be delivered or signed by Seller by applicable state and local law in connection with the conveyance of the Real Property; (vii) An affidavit as required by the Foreign Investors Real Property Tax Act, as amendedit hereunder, and the California Revenue Escrow Agent shall have no liability except for its own willful misconduct or gross negligence. 12.23.3 The Escrow Agent shall be reimbursed on an equal basis by Purchaser and Taxation Code Section 18805 et seq., executed Seller for any reasonable expenses incurred by Seller; (viii) An updated list of Personal Property which the Escrow Holder shall attach as Exhibit “1” Agent arising from a dispute with respect to the ▇▇▇▇ amount held in escrow, including the cost of Sale; and (ix) Any additional documents that any legal expenses and court costs incurred by the Escrow Holder or Agent, should the Title Company may reasonably require for Escrow Agent deem it necessary to retain an attorney with respect to the proper consummation disposition of the transaction contemplated by this Agreement including but not limited to written approval amount held in escrow. 12.23.4 In the event of a closing statement consistent dispute between the parties hereto with this Agreement, such affidavits as are customarily required by Title Company on respect to the Title Company’s standard form in connection with issuance disposition of the owner’s extended coverage title insurance policyamount held in escrow, including a mechanics’ lien and judgment affidavit (which affidavit(s) are in the form and content Escrow Agent shall be entitled, at its own discretion, to deliver such amount to an appropriate court of Exhibit “P” attached hereto); and a “gap closing” indemnity on the Title Company’s standard form assuring the Title Company against title issues arising after the Close of Escrow and before the recording law pending resolution of the Grant Deed the following business day (provided, however, no such additional document shall expand any obligation, covenant, representation or warranty of Seller or result in any new or additional obligation, covenant, representation or warranty of Seller under this Agreement beyond those expressly set forth in this Agreement). In addition to the foregoing, Seller shall deliver to Buyer outside of escrow promptly after the Close of Escrow on the Closing Date the original Leases, all keys for the Property in Seller’s possession or control and any guarantees or warranties relating to Personal Property in Seller’s possession or controldispute. (d) Buyer shall deliver to escrow the balance of the Purchase Price on or before the Closing Date as provided in Section 2(b)(iii) and the following documents before the Close of Escrow: (i) Two counterparts of an Assignment and Assumption of Leases in the form of Exhibit “I” executed by Buyer; (ii) Such conveyancing or transfer tax forms or returns, if any, as required to be delivered or signed by Buyer by applicable state and local law in connection with the conveyance of Real Property; and (iii) Any additional documents that Escrow Holder or the Title Company may reasonably require for the proper consummation of the transaction contemplated by this Agreement including but not limited to written approval of a closing statement consistent with this Agreement (provided, however, no such additional document shall expand any obligation, covenant, representation or warranty of Buyer or result in any new or additional obligation, covenant, representation or warranty of Buyer under this Agreement beyond those expressly set forth in this Agreement). (e) At the Close of Escrow, Escrow Holder shall (i) cause the Grant Deed to be recorded in San Diego County, (ii) deliver to Seller the Purchase Price, plus or minus Seller’s share of any expenses or prorations, (iii) deliver to Buyer the duly executed ▇▇▇▇ of Sale, and (iv) deliver to Buyer and Seller one duly executed counterpart of the Assignment and Assumption of Leases. (f) Expenses and costs concerning the escrow shall be payable as follows: (i) Seller shall pay the portion of the Title Policy premium applicable to a standard coverage owner’s policy and any endorsements necessary to remove any disapproved exceptions that Seller has stated in writing it will remove, any documentary transfer taxes, the recording fees for the Grant Deed, and one-half (1/2) of the escrow fees; (ii) Buyer shall pay the Title Policy premium in excess of Seller’s share described in Section 5(f)(i), and one-half(l/2) of the escrow fees; (iii) Seller and Buyer shall each bear their respective legal and accounting fees and costs (if any); and (iv) All other expenses and costs shall be shared by the parties according to the usual custom in San Diego County. (g) Prior to the Close of Escrow, Seller shall provide Escrow Holder and Buyer with the certification required by Internal Revenue Code Section 1445. In addition, Seller will provide Escrow Holder and Buyer with the certification required to show that withholding is not required pursuant to California Revenue and Taxation Code Sections 18805(d) and 26131(e). (h) Possession of the Property shall be delivered to Buyer at the Close of Escrow, subject to the possession of the tenants under the Leases.

Escrow Provisions. (a) Within one (1) business day following the mutual execution of this Agreement, Seller 8.1 The Company and Buyer shall open Investor hereby appoint Escrow Agent as escrow by delivering a fully executed copy of this Agreement to Chicago Title Company (“Escrow Holder”) at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attn: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Escrow Officer. The “Opening of Escrow” shall be the date that this Agreement has been signed by the parties and delivered to Escrow Holder, as evidenced by its signing and dating the Consent of Escrow Holder attached hereto. Each party shall execute escrow instructions on the standard form of Escrow Holder. This Agreement shall be attached to and made an exhibit to such escrow instructions. To the extent that such escrow instructions conflict with or are inconsistent with any of the provisions of this Agreement, this Agreement shall control. (b) The escrow agent for the purchase and sale of the Property shall be scheduled to close on September 30, 2014 (“Closing Date”). The closing of the escrow hereunder shall be referred to as the “Close of Escrow”. (c) Before the Closing Date, Seller shall deliver to Buyer through escrow the following: (i) A Grant Deed in the form of Exhibit “F” attached to and made a part hereof, conveying to Buyer fee simple title to the Real Property subject only to non-delinquent real property taxes Investor and the Permitted Encumbrances; (ii) A ▇▇▇▇ of Sale in the form of Exhibit “G” attached to and made a part hereof, transferring to Buyer title to the Personal Property and the Intangible Property as required by this Agreement; (iii) Copies of letters advising tenants under the Leases of the change in ownership of the Project and of the transfer of their security deposits in the form of Exhibit “H” attached to and made a part hereof which letters shall be delivered by Seller to the tenants promptly after Escrow Holder notifies Seller that the escrow has closed, as well as contact information for Buyer; (iv) Two counterparts of an Assignment and Assumption of Leases in the form of Exhibit “I” attached hereto and made a part hereof executed by Seller; (v) An updated Rent Roll (including a listing of all delinquent and prepaid rents) as of a date as close to the Closing Date as practical and no earlier than one week prior to the Close of Escrow, certified by Seller to be the same Rent Roll as used by Seller in the operation of the Project; and (vi) Such conveyancing or transfer tax forms or returns, if any, as are required to be delivered or signed by Seller by applicable state and local law Noteholders in connection with the conveyance sale by the Noteholders to the Investor of their Notes pursuant to the Amended Omnibus Agreement, the delivery by the Noteholders of the Real Property; (vii) An affidavit as required warrant certificates being delivered by the Foreign Investors Real Property Tax ActNoteholders for cancellation by the Company (the "Noteholder Warrants") in connection with the sale to the Investor of the Notes, as amendedthe certificates for the Common Stock being issued to the Noteholders in connection with the sale of the Notes (the "Noteholder Stock Certificates") and the payment to the Noteholders of the purchase price for the Notes (the "Notes Purchase Price") to be paid by the Investor in accordance with the terms and conditions set forth in the Omnibus Agreement and herein, and the California Revenue and Taxation Code Section 18805 et seqEscrow Agent hereby accepts such appointment. 8.2 With respect to each individual Noteholder, executed upon receipt by Seller; the Escrow Agent of the Notes, Noteholder Warrants (viii) An updated list of Personal Property or other instruments which Escrow Holder the Investor shall attach as Exhibit “1” have given written notice to the ▇▇▇▇ of Sale; and (ixEscrow Agent are acceptable to the Investor) Any additional documents that Escrow Holder or the Title Company may reasonably require for the proper consummation of the transaction contemplated by this Agreement including but not limited to written approval of a closing statement consistent with this Agreement, such affidavits as are customarily required by Title Company on the Title Company’s standard form and Noteholder Stock Certificates in connection with issuance the sale of the owner’s extended coverage title insurance policyNotes held by such Noteholder to the Investor, including a mechanics’ lien and judgment affidavit (which affidavit(s) are in the form and content of Exhibit “P” attached hereto); and a “gap closing” indemnity on Escrow Agent shall promptly deliver to such Noteholder, by check or wire transfer, the Title Company’s standard form assuring the Title Company against title issues arising after the Close of Escrow and before the recording amount of the Grant Deed Notes Purchase Price to which such Noteholder shall be entitled as set forth in Exhibit G and the following business day Noteholder Stock Certificate to which such Noteholder is entitled. In the event that the Company fails to deliver to the Escrow Agent prior to June 30, 2005 any one or more of the Notes, the Noteholder Warrants or the Noteholder Stock Certificates with respect to the sale of Notes by any one or more Noteholders (providedeach a "Non-Delivering Noteholder"), howeverupon receipt of written notice from the Investor, no such additional document shall expand any obligation, covenant, representation or warranty the Escrow Agent (without affecting the obligations of Seller or result in any new or additional obligation, covenant, representation or warranty of Seller under the Investor and the Noteholders pursuant to this Agreement beyond and the Amended Omnibus Agreement) shall return the Notes Purchase Price to the Investor, the appropriate Notes and Noteholders Warrant to each Non-Delivering Noteholder to the address of such Non-Delivering Noteholder set forth on Exhibit G and the Noteholders Stock Certificate with respect to the Non-Delivering Noteholder to the Company. 8.3 Escrow Agent shall have no duties or responsibilities other than those expressly set forth herein. Escrow Agent shall have no duty to enforce any obligation of any person to make any payment or delivery, or to direct or cause any payment or delivery to be made, or to enforce any obligation of any person to perform any other act. Escrow Agent shall be under no liability to the other parties hereto, or to anyone else, by reason of any failure, on the part of any party hereto or any maker, guarantor, endorser or other signatory of any document or any other person, to perform such person's obligations under any such document. Except for amendments to this Agreement relating to escrowed funds or documents or instruments, the Escrow Agent shall not be obligated to recognize any agreement between any and all of the persons referred to herein, notwithstanding that references hereto may be made herein and whether or not it has knowledge thereof. 8.4 Escrow Agent shall not be liable to any party or anyone else for any action taken, or omitted to be taken by it, or any action suffered by it to be taken or omitted, in good faith and acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Escrow Agent) statement, instrument, report, or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained), which is believed by the Escrow Agent to be genuine and to be signed or presented by the proper person or persons. The Escrow Agent shall not be bound by any of the terms thereof, unless evidenced by a writing delivered to the Escrow Agent signed by the proper party or parties and, if the duties or rights of the Escrow Agent are affected, unless it shall give its prior written consent thereto. 8.5 Escrow Agent shall not be responsible for the sufficiency or accuracy of the form, or of the execution, validity, value or genuineness of, any document or property received, held or delivered by it hereunder, or of any signature or endorsement thereon, or for any lack of endorsement thereon, or for any description therein; nor shall the Escrow Agent be responsible or liable to the other parties hereto or to anyone else in any respect on account of the identity, authority or rights, of the person executing or delivering or purporting to execute or deliver any document or property or this Agreement). In addition The Escrow Agent shall have no responsibility with respect to the foregoinguse or application of any funds or other property paid or delivered by the Escrow Agent to the Company, Seller shall deliver the Investor or the Noteholders pursuant to Buyer outside of escrow promptly after the Close of Escrow on provisions hereof other than as to payment or delivery thereof in accordance with the Closing Date the original Leases, all keys for the Property in Seller’s possession or control and any guarantees or warranties relating to Personal Property in Seller’s possession or controlterms hereof. (d) Buyer 8.6 Escrow Agent shall deliver have the right to escrow assume, in the balance absence of written notice to the Purchase Price on contrary from the proper person or before persons, that a fact or an event, by reason of which an action would or might be taken by the Closing Date as provided Escrow Agent, does not exist or has not occurred, without incurring liability to the other parties hereto or to anyone else for any action taken or omitted, or any action suffered by it to betaken or omitted, in Section 2(b)(iii) good faith and in the exercise of its own best judgment, in reliance upon such assumption. 8.7 Escrow Agent will be indemnified and held harmless by the Investor and the following documents before Company from and against all expenses, including reasonable counsel fees and disbursements, or loss suffered by the Close of Escrow: (i) Two counterparts of an Assignment and Assumption of Leases in the form of Exhibit “I” executed by Buyer; (ii) Such conveyancing or transfer tax forms or returns, if any, as required to be delivered or signed by Buyer by applicable state and local law Escrow Agent in connection with any action, suit or proceeding involving any claim, or in connection with any claim or demand, which in any way, directly or indirectly, arises out of or relates to this Agreement, the conveyance services of Real Property; and (iii) Any additional documents that the Escrow Holder Agent hereunder, except for claims relating to willful misconduct or gross negligence by Escrow Agent or breach of this Agreement by Escrow Agent, or the Title Company may reasonably require for the proper consummation of the transaction contemplated monies or other property held by this Agreement including but not limited to written approval of a closing statement consistent with this Agreement (provided, however, no such additional document shall expand any obligation, covenant, representation or warranty of Buyer or result in any new or additional obligation, covenant, representation or warranty of Buyer under this Agreement beyond those expressly set forth in this Agreement)it hereunder. (e) At the Close of Escrow, Escrow Holder shall (i) cause the Grant Deed to be recorded in San Diego County, (ii) deliver to Seller the Purchase Price, plus or minus Seller’s share of any expenses or prorations, (iii) deliver to Buyer the duly executed ▇▇▇▇ of Sale, and (iv) deliver to Buyer and Seller one duly executed counterpart of the Assignment and Assumption of Leases. (f) Expenses and costs concerning the escrow shall be payable as follows: (i) Seller shall pay the portion of the Title Policy premium applicable to a standard coverage owner’s policy and any endorsements necessary to remove any disapproved exceptions that Seller has stated in writing it will remove, any documentary transfer taxes, the recording fees for the Grant Deed, and one-half (1/2) of the escrow fees; (ii) Buyer shall pay the Title Policy premium in excess of Seller’s share described in Section 5(f)(i), and one-half(l/2) of the escrow fees; (iii) Seller and Buyer shall each bear their respective legal and accounting fees and costs (if any); and (iv) All other expenses and costs shall be shared by the parties according to the usual custom in San Diego County. (g) Prior to the Close of Escrow, Seller shall provide Escrow Holder and Buyer with the certification required by Internal Revenue Code Section 1445. In addition, Seller will provide Escrow Holder and Buyer with the certification required to show that withholding is not required pursuant to California Revenue and Taxation Code Sections 18805(d) and 26131(e). (h) Possession of the Property shall be delivered to Buyer at the Close of Escrow, subject to the possession of the tenants under the Leases.

Escrow Provisions. (a) Within one (1) business day following the mutual execution of this Agreement, Seller and Buyer shall open escrow by delivering a fully executed copy of this Agreement to Chicago Title Company (“Escrow Holder”) at The ▇▇▇▇▇▇▇ Money shall be held, paid over and/or applied by Escrow Agent in accordance with the following: (a) Escrow Agent shall hold the ▇▇▇▇▇▇▇ Money in an interest-bearing bank account (or as otherwise agreed in writing by Sellers, Purchaser and Escrow Agent). The party receiving the benefit of the ▇▇▇▇▇▇▇ Money shall pay all income taxes on the interest portion to the extent so received. For purposes thereof, the tax identification number of each Seller is set forth on the Sellers’ Information Schedule and the tax identification number of Purchaser is ▇▇-▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇. Escrow Agent shall not be liable for any losses suffered in connection with any such investment (except to the extent of Escrow Agent’s gross negligence or willful disregard of this Agreement) and shall have no obligation to obtain the best, ▇▇▇▇▇ ▇▇▇or otherwise seek to maximize, ▇▇▇ ▇▇▇▇▇the rate of interest earned on any such investment. (b) If this Agreement is terminated by Purchaser pursuant to any of Sections 2.3, ▇▇▇2.5, 3.2(a), 7.1 or 7.2, or by Sellers pursuant to Section 3.2(b), then the ▇▇▇▇▇▇▇ ▇▇▇▇▇Money shall be immediately returned to Purchaser. At the Closing, Attn: ▇▇the ▇▇▇▇▇▇▇ Money shall automatically be paid by Escrow Agent to Sellers. (c) In instances other than those described in subsections 1.7(b) above, the following shall apply: either Sellers’ Representative or Purchaser (the “Requesting Party”) may submit to Escrow Agent a written request for disbursement of the ▇▇▇▇▇▇▇ Money, Escrow Officer. The “Opening of Escrow” which request shall in all cases be accompanied by a good faith written explanation as to why the date that this Agreement has been signed by the parties and delivered to Escrow Holder, as evidenced by its signing and dating the Consent of Escrow Holder attached hereto. Each party shall execute escrow instructions on the standard form of Escrow Holder. This Agreement shall be attached to and made an exhibit to such escrow instructions. To the extent that such escrow instructions conflict with or are inconsistent with any of the provisions of this Agreement, this Agreement shall control. (b) The escrow for the purchase and sale of the Property shall be scheduled to close on September 30, 2014 (“Closing Date”). The closing of the escrow hereunder shall be referred to as the “Close of Escrow”. (c) Before the Closing Date, Seller shall deliver to Buyer through escrow the following: (i) A Grant Deed in the form of Exhibit “F” attached to and made a part hereof, conveying to Buyer fee simple title to the Real Property subject only to non-delinquent real property taxes and the Permitted Encumbrances; (ii) A ▇▇▇▇ of Sale in the form of Exhibit “G” attached to and made a part hereof, transferring to Buyer title to the Personal Property and the Intangible Property as required by this Agreement; (iii) Copies of letters advising tenants under the Leases of the change in ownership of the Project and of the transfer of their security deposits in the form of Exhibit “H” attached to and made a part hereof which letters shall be delivered by Seller to the tenants promptly after Escrow Holder notifies Seller that the escrow has closed, as well as contact information for Buyer; (iv) Two counterparts of an Assignment and Assumption of Leases in the form of Exhibit “I” attached hereto and made a part hereof executed by Seller; (v) An updated Rent Roll (including a listing of all delinquent and prepaid rents) as of a date as close to the Closing Date as practical and no earlier than one week prior to the Close of Escrow, certified by Seller to be the same Rent Roll as used by Seller in the operation of the Project; and (vi) Such conveyancing or transfer tax forms or returns, if any, as are required to be delivered or signed by Seller by applicable state and local law in connection with the conveyance of the Real Property; (vii) An affidavit as required by the Foreign Investors Real Property Tax Act, as amended, and the California Revenue and Taxation Code Section 18805 et seq., executed by Seller; (viii) An updated list of Personal Property which Escrow Holder shall attach as Exhibit “1” Requesting Party believes it is entitled to the ▇▇▇▇▇▇▇ Money pursuant to the terms of Sale; and this Agreement. The Requesting Party, simultaneously with its submission of such written request to the Escrow Agent, shall deliver a copy of such request and explanation to the other party (ixthe “Non-Requesting Party”). Moreover, within two (2) Any additional documents that Business Days after Escrow Holder or Agent’s receipt of such request and explanation from the Title Company may reasonably require for the proper consummation Requesting Party, Escrow Agent shall deliver a copy of the transaction contemplated same to the Non-Requesting Party. If, within five (5) Business Days after the Non-Requesting Party’s receipt of such request and explanation from the Escrow Agent, the Non-Requesting Party fails to dispute the entitlement of the Requesting Party to the ▇▇▇▇▇▇▇ Money, then the Escrow Agent may disburse the ▇▇▇▇▇▇▇ Money to the Requesting Party. However, if, within five (5) Business Days after the Non-Requesting Party’s receipt of such request and explanation from the Escrow Agent, the Non-Requesting Party notifies Escrow Agent and the Requesting Party that (in substance) the Non-Requesting Party disputes the entitlement of the Requesting Party to the ▇▇▇▇▇▇▇ Money, then Escrow Agent shall continue to hold the ▇▇▇▇▇▇▇ Money until otherwise directed by this Agreement including but not limited to joint written approval instructions from Sellers’ Representative and Purchaser or a final judgment of a closing statement consistent with this Agreement, such affidavits as are customarily required by Title Company on the Title Company’s standard form in connection with issuance of the owner’s extended coverage title insurance policy, including a mechanics’ lien and judgment affidavit (which affidavit(s) are in the form and content of Exhibit “P” attached hereto); and a “gap closing” indemnity on the Title Company’s standard form assuring the Title Company against title issues arising after the Close of court having jurisdiction. Escrow and before the recording of the Grant Deed the following business day (providedAgent, however, no shall have the right at any time to deposit the ▇▇▇▇▇▇▇ Money with the clerk of any Federal or State court of competent jurisdiction. Escrow Agent shall give written notice of such additional document deposit to Sellers’ Representative and Purchaser. Upon such deposit, Escrow Agent shall expand any obligation, covenant, representation or warranty be relieved and discharged of Seller or result in any new or additional obligation, covenant, representation or warranty of Seller all further obligations and responsibilities hereunder. All notices and deliveries under this Agreement beyond those expressly set forth Section must be made in this Agreement). In addition to the foregoing, Seller shall deliver to Buyer outside of escrow promptly after the Close of Escrow on the Closing Date the original Leases, all keys for the Property in Seller’s possession or control and any guarantees or warranties relating to Personal Property in Seller’s possession or controlstrict accordance with Section 10.4 below. (d) Buyer shall deliver to escrow the balance of the Purchase Price on or before the Closing Date as provided in Section 2(b)(iii) and the following documents before the Close of Escrow: The parties acknowledge that Escrow Agent (i) Two counterparts of an Assignment is acting solely as a stakeholder at their request and Assumption of Leases in the form of Exhibit “I” executed by Buyer; for their convenience, (ii) Such conveyancing or transfer tax forms or returns, if any, as required shall not be deemed to be delivered the agent of either of the parties and (iii) shall not be liable to either of the parties for any act or signed by Buyer by applicable state omission on its part unless taken or suffered in bad faith, willful disregard of this Agreement or involving gross negligence. Sellers and local law Purchaser shall jointly and severally indemnify and hold Escrow Agent harmless from and against all costs, claims and expenses, including reasonable attorneys’ fees and disbursements, incurred in connection with the conveyance performance of Real Property; and (iii) Any additional documents that Escrow Holder Agent’s duties hereunder, except with respect to actions or omissions taken or suffered by Escrow Agent in bad faith, willful disregard of this Agreement or involving gross negligence by or on the part of Escrow Agent. Escrow Agent shall be entitled to rely or act upon any notice, instrument or document believed by Escrow Agent to be genuine and to be executed and delivered by the proper person, and shall have no obligation to verify any statements contained in any notice, instrument or document or the Title Company may reasonably require accuracy or due authorization of the execution of any notice, instrument or document. Escrow Agent shall not be bound by any modification to this Section 1.7 unless Escrow Agent shall have agreed to such modification in writing. Escrow Agent is not a party to this Agreement except to the extent of its specific responsibilities hereunder, and does not assume or have any liability for the proper consummation performance or non-performance of Purchaser or Sellers hereunder to either of them. Escrow Agent has acknowledged agreement to the transaction contemplated foregoing provisions of this Section 1.7 by this Agreement including but not limited to written approval signing in the place indicated on the signature page of a closing statement consistent with this Agreement (provided, however, no such additional document shall expand any obligation, covenant, representation or warranty of Buyer or result in any new or additional obligation, covenant, representation or warranty of Buyer under this Agreement beyond those expressly set forth in this Agreement). (e) At Escrow Agent shall promptly notify Sellers’ Representative and Purchaser upon Escrow Agent’s receipt of the Close of Escrow, Escrow Holder shall (i) cause the Grant Deed to be recorded in San Diego County, (ii) deliver to Seller the Purchase Price, plus or minus Seller’s share of any expenses or prorations, (iii) deliver to Buyer the duly executed ▇▇▇▇▇▇▇ of Sale, and (iv) deliver to Buyer and Seller one duly executed counterpart of the Assignment and Assumption of LeasesMoney. (f) Expenses and costs concerning the escrow shall be payable as follows: (i) Seller shall pay the portion of the Title Policy premium applicable to a standard coverage owner’s policy and any endorsements necessary to remove any disapproved exceptions that Seller has stated in writing it will remove, any documentary transfer taxes, the recording fees for the Grant Deed, and one-half (1/2) of the escrow fees; (ii) Buyer shall pay the Title Policy premium in excess of Seller’s share described in Section 5(f)(i), and one-half(l/2) of the escrow fees; (iii) Seller and Buyer shall each bear their respective legal and accounting fees and costs (if any); and (iv) All other expenses and costs shall be shared by the parties according to the usual custom in San Diego County. (g) Prior to the Close of Escrow, Seller shall provide Escrow Holder and Buyer with the certification required by Internal Revenue Code Section 1445. In addition, Seller will provide Escrow Holder and Buyer with the certification required to show that withholding is not required pursuant to California Revenue and Taxation Code Sections 18805(d) and 26131(e). (h) Possession of the Property shall be delivered to Buyer at the Close of Escrow, subject to the possession of the tenants under the Leases.

Escrow Provisions. (a) Within one (1) business day following the mutual execution of this Agreement, 10.1 Seller and Buyer shall open escrow by delivering a fully executed copy hereby appoint Escrowee to serve as such pursuant to the terms of this Agreement Contract. The parties acknowledge that Escrowee is acting solely as a stakeholder at their request and for their convenience and as such shall not be deemed to Chicago Title Company (“Escrow Holder”be the agent of either of the parties. 10.2 Buyer shall pay the sum or sums, as applicable, to be paid under 1.1(b) at by wire transfer to Escrowee. As soon as practicable after collection, Escrowee shall hold the proceeds thereof in escrow, in an escrow account and shall invest the proceeds in an interest bearing account of a Federally insured banking institution. Escrowee shall apply the Deposit as provided in the separate escrow instructions referred to in 7.2(a) or, in any other case, as expressly provided in this Contract. The tax identification numbers of the parties are set forth opposite their signatures to this Contract. 10.3 The duties of Escrowee shall be determined solely by the express provisions of this Contract and the separate escrow instructions referred to in 7.2. If there is any dispute or doubt as to which party is entitled to the Deposit, Escrowee may hold the Deposit until receipt of a written authorization signed by the parties or a final judgment of a court of competent jurisdiction directing the disposition of the Deposit. In the absence of such authorization, the parties authorize Escrowee, without creating any obligation on the part of Escrowee, if this Contract or the Deposit becomes involved in litigation, to deliver the Deposit to the clerk of the court in which the litigation is pending or, if it is threatened with litigation, to interplead all interested parties in the court of general jurisdiction in the county in which the Premises are located and to deliver the Deposit to the clerk of that court; and upon such delivery, Escrowee shall be fully relieved and discharged of any further responsibilities under this Contract. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇Lakes Sale Contract Final July 20, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attn: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Escrow Officer. 2015 10.4 The “Opening of Escrow” Deposit shall be the date that this Agreement has been signed paid by the parties and delivered to Escrow Holder, as evidenced by its signing and dating the Consent of Escrow Holder attached hereto. Each party shall execute escrow instructions on the standard form of Escrow Holder. This Agreement shall be attached to and made an exhibit to such escrow instructions. To the extent that such escrow instructions conflict with or are inconsistent with any of the provisions of this Agreement, this Agreement shall control. (b) The escrow for the purchase and sale of the Property shall be scheduled to close on September 30, 2014 (“Closing Date”). The closing of the escrow hereunder shall be referred to as the “Close of Escrow”. (c) Before the Closing Date, Seller shall deliver to Buyer through escrow the following: (i) A Grant Deed in the form of Exhibit “F” attached to and made a part hereof, conveying to Buyer fee simple title to the Real Property subject only to non-delinquent real property taxes and the Permitted Encumbrances; (ii) A ▇▇▇▇ of Sale in the form of Exhibit “G” attached to and made a part hereof, transferring to Buyer title to the Personal Property and the Intangible Property as required by this Agreement; (iii) Copies of letters advising tenants under the Leases of the change in ownership of the Project and of the transfer of their security deposits in the form of Exhibit “H” attached to and made a part hereof which letters shall be delivered by Seller to the tenants promptly after Escrow Holder notifies Seller that the escrow has closed, as well as contact information for Buyer; (iv) Two counterparts of an Assignment and Assumption of Leases in the form of Exhibit “I” attached hereto and made a part hereof executed by Seller; (v) An updated Rent Roll (including a listing of all delinquent and prepaid rents) as of a date as close to the Closing Date as practical and no earlier than one week prior to the Close of Escrow, certified by Seller to be the same Rent Roll as used by Seller in the operation of the Project; and (vi) Such conveyancing or transfer tax forms or returns, if any, as are required to be delivered or signed by Seller by applicable state and local law in connection with the conveyance of the Real Property; (vii) An affidavit as required by the Foreign Investors Real Property Tax Act, as amended, and the California Revenue and Taxation Code Section 18805 et seq., executed by Seller; (viii) An updated list of Personal Property which Escrow Holder shall attach as Exhibit “1” to the ▇▇▇▇ of Sale; and (ix) Any additional documents that Escrow Holder or the Title Company may reasonably require for the proper consummation of the transaction contemplated by this Agreement including but not limited to written approval of a closing statement consistent with this Agreement, such affidavits as are customarily required by Title Company on the Title Company’s standard form in connection with issuance of the owner’s extended coverage title insurance policy, including a mechanics’ lien and judgment affidavit (which affidavit(s) are in the form and content of Exhibit “P” attached hereto); and a “gap closing” indemnity on the Title Company’s standard form assuring the Title Company against title issues arising after the Close of Escrow and before the recording of the Grant Deed the following business day (provided, however, no such additional document shall expand any obligation, covenant, representation or warranty of Seller or result in any new or additional obligation, covenant, representation or warranty of Seller under this Agreement beyond those expressly set forth in this Agreement). In addition to the foregoing, Seller shall deliver to Buyer outside of escrow promptly after the Close of Escrow on the Closing Date the original Leases, all keys for the Property in Seller’s possession or control and any guarantees or warranties relating to Personal Property in Seller’s possession or control. (d) Buyer shall deliver to escrow the balance of the Purchase Price on or before the Closing Date as provided in Section 2(b)(iii) and the following documents before the Close of Escrow: (i) Two counterparts of an Assignment and Assumption of Leases in the form of Exhibit “I” executed by Buyer; (ii) Such conveyancing or transfer tax forms or returns, if any, as required to be delivered or signed by Buyer by applicable state and local law in connection with the conveyance of Real Property; and (iii) Any additional documents that Escrow Holder or the Title Company may reasonably require for the proper consummation of the transaction contemplated by this Agreement including but not limited to written approval of a closing statement consistent with this Agreement (provided, however, no such additional document shall expand any obligation, covenant, representation or warranty of Buyer or result in any new or additional obligation, covenant, representation or warranty of Buyer under this Agreement beyond those expressly set forth in this Agreement). (e) At the Close of Escrow, Escrow Holder shall (i) cause the Grant Deed to be recorded in San Diego County, (ii) deliver Escrowee to Seller at Closing and credited against the Purchase Price. If the Closing does not occur due to the exercise of a Termination Option, plus or minus Seller’s share of any expenses or prorations, (iii) deliver the Deposit shall be paid to Buyer unless the duly executed ▇▇▇▇ of Sale, and (iv) deliver to Buyer and Seller one duly executed counterpart conditions of the Assignment and Assumption of Leases. (f) Expenses and costs concerning the escrow shall be payable as follows: (i) Seller shall pay the portion of the Title Policy premium applicable to a standard coverage owner’s policy and any endorsements necessary to remove any disapproved exceptions that Seller has stated in writing it will remove, any documentary transfer taxes, the recording fees for the Grant Deed, and one-half (1/2) of the escrow fees; (ii) Buyer shall pay the Title Policy premium in excess of Seller’s share described in Section 5(f)(i), and one-half(l/2) of the escrow fees; (iii) Seller and Buyer shall each bear their respective legal and accounting fees and costs (if any); and (iv) All other expenses and costs shall be shared by the parties according to the usual custom in San Diego County. (g) Prior to the Close of Escrow, Seller specific Termination Option shall provide Escrow Holder and Buyer with the certification required by Internal Revenue Code Section 1445. In addition, Seller will provide Escrow Holder and Buyer with the certification required to show that withholding is not required pursuant to California Revenue and Taxation Code Sections 18805(d) and 26131(e)otherwise. (h) Possession of the Property shall be delivered to Buyer at the Close of Escrow, subject to the possession of the tenants under the Leases.

Escrow Provisions. 14.1 Each of the parties to this Agreement recognizes and acknowledges that the Escrow Agent is serving solely as an accommodation to the parties, and each of them agrees that the Escrow Agent shall not be liable to any of the parties for any error of judgment, mistake, or act or omission hereunder, or any matter or thing arising out of its conduct hereunder, except for the Escrow Agent's willful misfeasance or gross negligence. The Escrow Agent shall be entitled to rely upon the authenticity of any signature, and the genuineness and/or validity of any writing received by the Escrow Agent pursuant to or otherwise relating to this Agreement. 14.2 The Escrow Agent is acting, and may continue to act, as counsel to Purchaser in connection with the transactions contemplated by this Agreement. 14.3 Each of the parties jointly and severally agrees to indemnify and hold harmless the Escrow Agent from and against any and all costs, claims, damages, or expenses (including, without limitation, reasonable attorneys’ fees and disbursements, whether paid to retained attorneys or representing the fair value of legal services rendered to itself) that may be incurred by the Escrow Agent acting under this Agreement (including, without limitation, any costs incurred by the Escrow Agent pursuant to Section 14.4 hereof) or to which the Escrow Agent may be put in connection with the Escrow Agent acting under this Agreement, except for costs, claims, or damages arising out of the Escrow Agent’s willful misfeasance or gross negligence. 14.4 In the event that: (a) Within one the Escrow Agent shall receive contrary instructions from the parties; or (1b) business day following the mutual execution of any dispute shall arise as to any matter arising under this Agreement; or (c) there shall be any uncertainty as to the meaning or applicability of any of the provisions hereof, Seller or the Escrow Agent’s duties, rights or responsibilities hereunder, or any written instructions received by the Escrow Agent pursuant hereto, the Escrow Agent shall not itself determine such dispute, controversy or uncertainty, but shall either (i) continue to hold the documents and Buyer shall open escrow by delivering a fully executed copy other items placed with it pursuant to the terms of this Agreement to Chicago Title Company until otherwise directed in writing by joint instruction of the parties, or by a final non-appealable court order, or (“Escrow Holder”ii) at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇its option, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attn: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Escrow Officer. The “Opening of Escrow” shall be the date that this Agreement has been signed by the parties and delivered to Escrow Holder, as evidenced by its signing and dating the Consent of Escrow Holder attached hereto. Each party shall execute escrow instructions on the standard form of Escrow Holder. This Agreement shall be attached to and made an exhibit to such escrow instructions. To the extent at any time that such escrow instructions conflict dispute, controversy or uncertainty continues, deposit said documents and other items into any court having appropriate jurisdiction. 14.5 Upon the delivery or disposition of the documents and other items placed with or are inconsistent it in accordance with any of the provisions of this Agreement, the Escrow Agent shall thereupon be relieved of, and discharged and released from, any and all liability hereunder and with respect to said documents and other items and Escrow Agent’s obligations under this Agreement shall controlbe deemed to have been completed. (b) The escrow for the purchase and sale of the Property shall be scheduled to close on September 30, 2014 (“Closing Date”). The closing of the escrow hereunder shall be referred to as the “Close of Escrow”. (c) Before the Closing Date, Seller shall deliver to Buyer through escrow the following: (i) A Grant Deed in the form of Exhibit “F” attached to and made a part hereof, conveying to Buyer fee simple title to the Real Property subject only to non-delinquent real property taxes and the Permitted Encumbrances; (ii) A ▇▇▇▇ of Sale in the form of Exhibit “G” attached to and made a part hereof, transferring to Buyer title to the Personal Property and the Intangible Property as required by this Agreement; (iii) Copies of letters advising tenants under the Leases of the change in ownership of the Project and of the transfer of their security deposits in the form of Exhibit “H” attached to and made a part hereof which letters shall be delivered by Seller to the tenants promptly after Escrow Holder notifies Seller that the escrow has closed, as well as contact information for Buyer; (iv) Two counterparts of an Assignment and Assumption of Leases in the form of Exhibit “I” attached hereto and made a part hereof executed by Seller; (v) An updated Rent Roll (including a listing of all delinquent and prepaid rents) as of a date as close to the Closing Date as practical and no earlier than one week prior to the Close of Escrow, certified by Seller to be the same Rent Roll as used by Seller in the operation of the Project; and (vi) Such conveyancing or transfer tax forms or returns, if any, as are required to be delivered or signed by Seller by applicable state and local law in connection with the conveyance of the Real Property; (vii) An affidavit as required by the Foreign Investors Real Property Tax Act, as amended, and the California Revenue and Taxation Code Section 18805 et seq., executed by Seller; (viii) An updated list of Personal Property which Escrow Holder shall attach as Exhibit “1” to the ▇▇▇▇ of Sale; and (ix) Any additional documents that Escrow Holder or the Title Company may reasonably require for the proper consummation of the transaction contemplated by this Agreement including but not limited to written approval of a closing statement consistent with this Agreement, such affidavits as are customarily required by Title Company on the Title Company’s standard form in connection with issuance of the owner’s extended coverage title insurance policy, including a mechanics’ lien and judgment affidavit (which affidavit(s) are in the form and content of Exhibit “P” attached hereto); and a “gap closing” indemnity on the Title Company’s standard form assuring the Title Company against title issues arising after the Close of Escrow and before the recording of the Grant Deed the following business day (provided, however, no such additional document shall expand any obligation, covenant, representation or warranty of Seller or result in any new or additional obligation, covenant, representation or warranty of Seller under this Agreement beyond those expressly set forth in this Agreement). In addition to the foregoing, Seller shall deliver to Buyer outside of escrow promptly after the Close of Escrow on the Closing Date the original Leases, all keys for the Property in Seller’s possession or control and any guarantees or warranties relating to Personal Property in Seller’s possession or control. (d) Buyer shall deliver to escrow the balance of the Purchase Price on or before the Closing Date as provided in Section 2(b)(iii) and the following documents before the Close of Escrow: (i) Two counterparts of an Assignment and Assumption of Leases in the form of Exhibit “I” executed by Buyer; (ii) Such conveyancing or transfer tax forms or returns, if any, as required to be delivered or signed by Buyer by applicable state and local law in connection with the conveyance of Real Property; and (iii) Any additional documents that Escrow Holder or the Title Company may reasonably require for the proper consummation of the transaction contemplated by this Agreement including but not limited to written approval of a closing statement consistent with this Agreement (provided, however, no such additional document shall expand any obligation, covenant, representation or warranty of Buyer or result in any new or additional obligation, covenant, representation or warranty of Buyer under this Agreement beyond those expressly set forth in this Agreement). (e) At the Close of Escrow, Escrow Holder shall (i) cause the Grant Deed to be recorded in San Diego County, (ii) deliver to Seller the Purchase Price, plus or minus Seller’s share of any expenses or prorations, (iii) deliver to Buyer the duly executed ▇▇▇▇ of Sale, and (iv) deliver to Buyer and Seller one duly executed counterpart of the Assignment and Assumption of Leases. (f) Expenses and costs concerning the escrow shall be payable as follows: (i) Seller shall pay the portion of the Title Policy premium applicable to a standard coverage owner’s policy and any endorsements necessary to remove any disapproved exceptions that Seller has stated in writing it will remove, any documentary transfer taxes, the recording fees for the Grant Deed, and one-half (1/2) of the escrow fees; (ii) Buyer shall pay the Title Policy premium in excess of Seller’s share described in Section 5(f)(i), and one-half(l/2) of the escrow fees; (iii) Seller and Buyer shall each bear their respective legal and accounting fees and costs (if any); and (iv) All other expenses and costs shall be shared by the parties according to the usual custom in San Diego County. (g) Prior to the Close of Escrow, Seller shall provide Escrow Holder and Buyer with the certification required by Internal Revenue Code Section 1445. In addition, Seller will provide Escrow Holder and Buyer with the certification required to show that withholding is not required pursuant to California Revenue and Taxation Code Sections 18805(d) and 26131(e). (h) Possession of the Property shall be delivered to Buyer at the Close of Escrow, subject to the possession of the tenants under the Leases.