Common use of Seller’s Closing Deliveries Clause in Contracts

Seller’s Closing Deliveries. At Closing, Seller shall execute (as necessary) and deliver to Purchaser (either through escrow or as this Section 4.1 provides) each of the following documents: (i) one original Grant Deed, in form acceptable to Purchaser, subject to the Permitted Exceptions; (ii) 2 original counterparts of a Xxxx of Sale in the form attached to this Agreement as Exhibit E; (iii) 2 original counterparts of the General Assignment in the form attached to this Agreement as Exhibit M (the “General Assignment”) (iv) one original tenant notice for each tenant of the Property, substantially in the form attached to this Agreement as Exhibit F (each, a “Notice to Tenant”); (v) Seller’s non-foreign affidavit, in the form attached to this Agreement as Exhibit G; (vi) a California form 593-C non-foreign affidavit executed by Seller; (vii) one counterpart of the “Joint Closing Statement”, as Section 4.3 of this Agreement defines that term; (viii) one counterpart of the final and agreed-upon closing statement prepared by Escrow Agent (the “Escrow Agent’s Closing Statement”); (ix) evidence of termination of both the existing property management agreement with United Capital Corporation (“Property Manager”), and the leasing agreement with Colliers International; (x) such transfer tax forms as are required by law, if any (the “Transfer Documents”); (xi) assignments or transfers of Seller’s rights to any security deposit that is not in the form of cash or the reissuance of any letter of credit, as Purchaser shall elect in its sole discretion by a written notice delivered to Seller before the Due Diligence Period expires; (xii) originals, or if Seller does not possess originals, copies, of all permits, warranties, and Leases in Seller’s possession; (xiii) all keys, access codes, tenant files, and other similar items in Seller’s possession and Property Manager’s possession; and (xiv) any evidence of Seller’s power and authority to enter into this transaction that Title Insurer or Purchaser reasonably requests. Seller and Purchaser may execute and deliver the Joint Closing Statement and Escrow Agent’s Closing Statement by fax or by emailed .pdf counterparts on the Closing Date. Seller shall make available for pick-up by Purchaser at Property Manager’s Mountain View office, within a reasonable time after the Closing Date, all of the original Leases and all plans and specifications, contracts, licenses and permits pertaining to the Property in Seller’s possession.

Seller’s Closing Deliveries. At Closing, Seller shall execute (as necessary) and deliver to Purchaser (either through escrow or as this Section 4.1 providesotherwise provided below) each of the following documentsdocuments described below, the original of each, if not attached as an exhibit to this Agreement, in form and substance reasonably acceptable to Purchaser and Seller: (ia) one original Grant "Special" or "Limited" Warranty Deed, in form acceptable to Purchaser, subject to the Permitted Exceptions, and in form acceptable to the Title Insurer, warranting title to the Real Property against all persons claiming by, through or under Seller, but not otherwise; (iib) 2 two original counterparts of a the Xxxx of Sale and Assignment of Leases, Contracts & Intangibles, in the form attached to this Agreement hereto as Exhibit E; (iiic) 2 original counterparts one copy of the General Assignment in fully signed original notice letter to the form attached to this Agreement as Exhibit M (the “General Assignment”) (iv) one original tenant notice for each tenant of the Propertytenants, substantially in the form attached to this Agreement hereto as Exhibit F (each, a “Notice to Tenant”)F; (vd) one copy of the fully signed original notice letter to each Service Contract vendor, substantially in the form attached hereto as Exhibit G; (e) Seller’s 's non-foreign affidavit, in the form attached to this Agreement hereto as Exhibit GH; (vif) a California form 593-C non-foreign affidavit executed such disclosures, declarations and reports as required by Sellerapplicable state, county or local law in connection with the sale of Real Property; (viig) one counterpart an update of the “Joint Closing Statement”, as Section 4.3 of this Agreement defines that term; Rent Roll (viiihereinafter defined) one counterpart of the final and agreed-upon closing statement prepared by Escrow Agent (the “Escrow Agent’s Closing Statement”); (ix) evidence of termination of both the existing property management agreement with United Capital Corporation (“Property Manager”), and the leasing agreement with Colliers International; (x) such transfer tax forms as are required by law, if any (the “Transfer Documents”); (xi) assignments or transfers of Seller’s rights to any security deposit that is not in the form of cash or the reissuance rent roll attached hereto as Exhibit O dated no earlier than five (5) business days prior to the Closing Date, certified by Seller to be, to the "Actual Knowledge of any letter Seller" (as defined in Section 9.2.2 below), true and correct, and subject to the qualifications and limitations on the liability of credit, Seller as Purchaser shall elect provided in its sole discretion by a written notice delivered to Seller before the Due Diligence Period expiresSection 9 and Section 10 below); (xiih) originals, or if Seller does not possess originals, copies, of all permits, warranties, such other documents and Leases in Seller’s possession; (xiii) all keys, access codes, tenant files, instruments as may reasonably and other similar items in Seller’s possession and Property Manager’s possessioncustomarily be required by Title Insurer; and (xivi) any evidence two original counterparts of Seller’s power and authority to enter into this transaction that Title Insurer or Purchaser reasonably requests. Seller and Purchaser may execute and deliver the Joint Closing Statement and Escrow Agent’s (as defined in Section 4.3 below). The Closing Statement by fax or by emailed .pdf may be signed in facsimile counterparts on the Closing Date. Seller shall make available for pick-up by Purchaser at Property Manager’s Mountain View office, within a reasonable time after the Closing Date, leave all of the original Leases and all Service Contracts and any plans and specifications, contracts, licenses and permits pertaining to specifications at the Property in Seller’s possessionProperty.

Seller’s Closing Deliveries. At ClosingOn or before the Closing Date, Seller shall execute (as necessary) and deliver or cause to Purchaser (either through escrow or as this Section 4.1 provides) be delivered at its expense each of the following documentsitems to Buyer: (i) one original Grant DeedDuly executed and acknowledged limited warranty deeds conveying the Real Property and the Improvements at Alpharetta and Marietta to Buyer with title as provided in Section 7.4, in form acceptable such deed to Purchaser, subject to the Permitted Exceptions; (ii) 2 original counterparts of a Xxxx of Sale be in the form attached to this Agreement hereto as Exhibit E"L"; A duly executed bxxx of sale and general assignment (iiithe "Bxxx of Sale") 2 conveying the Personal Property and Intangible Property to Buyer in the form attached hereto as Exhibit "F"; A duly executed assignment and assumption of the Assigned Contracts (the "Assignment of Contracts") together with original counterparts of the General Assignment Assigned Contracts and any warranties and guaranties and agreements governing the Intangible Property in the form attached to this Agreement as Exhibit M "G"; Duly executed assignments and assumptions of the Leases for Alpharetta and Marietta (the “General Assignment”"Assignment of Leases") (iv) one together with original tenant notice for each tenant counterparts of the Property, substantially Leases in the form attached to this Agreement as Exhibit F (each, a “Notice to Tenant”)"H"; (v) Seller’s A certificate of non-foreign affidavit, status from Seller in the form attached hereto as Exhibit "I"; Customary affidavits sufficient for the Title Company to delete any exceptions for parties in possession and mechanic's or materialmen's liens from the Title Policy; Evidence reasonably satisfactory to Buyer and the Title Company of Seller's authority to convey the Property pursuant to this Agreement as Exhibit Gin form and substance reasonably satisfactory to Buyer and the Title Company; (vi) a California form 593-C non-foreign affidavit A counterpart original of the closing statement duly executed by Seller; (vii) one counterpart Pursuant to Section 5.5 above, all plans, building specifications, engineering and environmental reports in the possession of Seller related to the Property; A Certificate from Seller stating that all representations and warranties set forth in Section 4.1 hereof remain true, accurate and complete as of the “Joint Closing Statement”, as Section 4.3 Date in accordance with the applicable provisions of this Agreement defines that term; (viii) one counterpart Agreement. A list of the final and agreed-upon closing statement prepared Leases certified by Escrow Agent (the “Escrow Agent’s Closing Statement”); (ix) evidence of termination of both the existing property management agreement with United Capital Corporation (“Property Manager”), and the leasing agreement with Colliers International; (x) such transfer tax forms as are required by law, if any (the “Transfer Documents”); (xi) assignments or transfers of Seller’s rights to any security deposit that is not Seller in the form of cash or Exhibit "C" hereof. Notices to Tenants in the reissuance form of any letter of credit, as Purchaser shall elect in its sole discretion by a written notice delivered to Seller before the Due Diligence Period expires; (xii) originals, or if Seller does not possess originals, copies, of all permits, warranties, and Leases in Seller’s possession; (xiii) all keys, access codes, tenant files, and other similar items in Seller’s possession and Property Manager’s possession; and (xiv) any evidence of Seller’s power and authority to enter into this transaction that Title Insurer or Purchaser reasonably requests. Seller and Purchaser may execute and deliver the Joint Closing Statement and Escrow Agent’s Closing Statement by fax or by emailed .pdf counterparts on the Closing Date. Seller shall make available for pick-up by Purchaser at Property Manager’s Mountain View office, within a reasonable time after the Closing Date, all of the original Leases and all plans and specifications, contracts, licenses and permits pertaining to the Property in Seller’s possessionExhibit "K" hereto.

Seller’s Closing Deliveries. At the Closing, Seller shall execute (as necessary) and deliver deliver, or cause to Purchaser (either through escrow or as this Section 4.1 provides) each of the following documents: (i) one original Grant Deedbe executed and delivered, to Purchaser, in form and substance reasonably acceptable to Purchaser, the following: (a) A special warranty deed (subject only to the "Permitted Exceptions", as hereinafter defined); (iib) 2 original counterparts A bill of a Xxxx sale (txx "Bill of Sale Sale") xxxxeying to Purchaser, without warranty, the Personal Property which may be located upon the Land and Improvements and which is used exclusively in the form attached to this Agreement as Exhibit Ebusiness operated thereon; (iiic) 2 original counterparts An assignment and assumption of the General Assignment in the form attached to this Agreement as Exhibit M Leases (the “General Assignment”"Assignment and Assumption") dated as of the Closing Date, assigning all of the Seller's right, title and interest in and to the Leases; and, to the extent necessary, also assigning all of Seller's right, title and interest in and to the service and maintenance contracts pertaining to the Property (ivcollectively, the "Contracts"); (d) one original Tenant notification agreements (the "Tenant Notices"), dated as of the Closing Date, and complying with applicable statutes in order to relieve Seller of liability for tenant notice for each security deposits, if any, notifying the tenants that the Property has been sold to Purchaser and directing the tenants thereafter to pay rentals to Purchaser (or Purchaser's designated agent); (e) To the extent in Seller's possession or under Seller's reasonable control, the originals of the Contracts, the Leases, and all tenant correspondence and other correspondence pertaining to the ongoing operation of the Property, substantially in as-built plans and specifications, maintenance and service contracts, and all licenses, permits and certificates of occupancy for the form attached to this Agreement as Exhibit F (each, a “Notice to Tenant”)Real Property or the Improvements; (vf) Seller’s non-foreign affidavitAn updated Rent Roll, in the form of the Rent Roll attached to this Agreement as Exhibit Ghereto, dated within five (5) days of the date of the Closing; (vig) a California form 593-C non-foreign affidavit executed by To the extent in the possession of Seller or Seller's Property manager, copies of all engineering and maintenance records for the Property; (viih) one counterpart Such title affidavits as are reasonably required by the title company insuring title to the Real Property on behalf of Purchaser (but not an owner's affidavit covering the “Joint Closing Statement”"Purchaser Created Liens," as hereinafter defined, as Section 4.3 of this Agreement defines that term; (viii) one counterpart of or indemnifying the final and agreed-upon closing statement prepared by Escrow Agent (the “Escrow Agent’s Closing Statement”title company for such Purchaser Created Liens); (ixi) Documentary evidence of termination authority of both the existing property management agreement with United Capital Corporation (“Property Manager”), and Seller to consummate the leasing agreement with Colliers Internationaltransaction contemplated hereunder; (xj) such transfer tax forms as are required by law, if any An executed original of a sale closing statement (the “Transfer Documents”); (xi"Closing Statement") assignments or transfers of Seller’s rights to any security deposit that is not in the form of cash or the reissuance of any letter of credit, as Purchaser shall elect in its sole discretion by a written notice delivered and substance mutually agreeable to Seller before the Due Diligence Period expires; (xii) originals, or if Seller does not possess originals, copies, of all permits, warranties, and Leases in Seller’s possession; (xiii) all keys, access codes, tenant files, and other similar items in Seller’s possession and Property Manager’s possessionPurchaser; and (xivk) any evidence Written confirmation from the Seller that all representations and warranties of Seller’s power the Seller set forth herein at Section 10.1 are and authority continue to enter into this transaction that Title Insurer or Purchaser reasonably requests. Seller be true, accurate and Purchaser may execute and deliver the Joint Closing Statement and Escrow Agent’s Closing Statement by fax or by emailed .pdf counterparts on the Closing Date. Seller shall make available for pick-up by Purchaser at Property Manager’s Mountain View office, within a reasonable time after complete as of the Closing Date, all or if not, the extent and nature of any material changes to such representations and warranties. If there is a material, adverse change in the representations and warranties of Seller, Purchaser shall have the right to terminate this Agreement, without a return of the original Leases and all plans and specificationsDeposit, contracts, licenses and permits pertaining to the Property except as set forth in Seller’s possession.Exhibit "B". 4.3

Seller’s Closing Deliveries. At or prior to the Closing, Seller shall execute (as necessary) and deliver or cause to Purchaser be delivered to Escrow Agent (either through escrow or as this Section 4.1 providesotherwise expressly provided below) each of the following documentsdocuments described below: (ia) one original Grant Deed, in form acceptable duly executed and acknowledged special warranty deed for the Property conveying fee simple title to the Property to Purchaser, subject to the Permitted Exceptions; (ii) 2 original counterparts of a Xxxx of Sale in the form attached here to this Agreement as Exhibit E; (iii) 2 original counterparts of the General Assignment in the form attached to this Agreement as Exhibit M (the “General Assignment”) (iv) one original tenant notice for each tenant of the Property, substantially in the form attached to this Agreement as Exhibit F (each, a the “Notice to TenantDeed”); (vb) one original Seller’s non-foreign affidavit, affidavit in the form attached to this Agreement hereto as Exhibit G, which shall be duly executed and delivered by the transferor (within the meaning of Code Section 1445) of the Property; (vi) a California form 593-C non-foreign affidavit executed by Seller; (viic) one duly executed counterpart of the “Joint Closing Statement”, Statement (as defined in Section 4.3 of this Agreement defines that term; (viii) one counterpart of the final and agreed-upon closing statement prepared by Escrow Agent (the “Escrow Agent’s Closing Statement”4.4 below); (ix) evidence of termination of both the existing property management agreement with United Capital Corporation (“Property Manager”), and the leasing agreement with Colliers International; (xd) such transfer tax forms as are required by law, if any (the “Transfer Documents”); (xi) assignments or transfers of Seller’s rights to any security deposit that is not in the form of cash or the reissuance of any letter of credit, as Purchaser shall elect in its sole discretion by a written notice delivered to Seller before the Due Diligence Period expires; (xii) originals, or if Seller does not possess originals, copies, of all permits, warranties, and Leases in Seller’s possession; (xiii) all keys, access codes, tenant files, and other similar items in Seller’s possession and Property Manager’s possession; and (xiv) any evidence of Seller’s power and authority to enter into execute this transaction that Agreement and related documents as Title Insurer may reasonably request; (e) any transfer tax statement, affidavit, declaration and/or filing that may be required by the state, county and/or municipality, as applicable, in which the Property is located to record the Deed; (f) such other instruments and documents which shall be reasonably necessary in connection with the transaction contemplated herein and which do not impose, create, or potentially create any liability or expense upon Seller not expressly required under this Agreement; (g) two original counterparts duly executed and acknowledged by Seller of a Lease, in the form attached hereto as Exhibit H, whereby Seller, as “Tenant”, shall lease the Property back from Purchaser, as “Landlord”, in accordance with the terms thereof (the “Lease”); (h) two original counterparts duly executed by Seller of an assignment agreement transferring to Purchaser reasonably requests. Seller and Purchaser may execute and deliver the Joint Closing Statement and Escrow Agent’s Closing Statement by fax or by emailed .pdf counterparts on the Closing Date. Seller shall make available for pick-up by Purchaser at Property Manager’s Mountain View office, within a reasonable time after the Closing Date, all of the original Leases Seller’s right, title and all plans and specifications, contracts, licenses and permits pertaining interest in any Intangible Property relating to the Property Property, if any, in Sellerthe form attached hereto as Exhibit I (the “General Assignment”); (i) an estoppel certificate with respect to the Lease executed by Seller (as the “Tenant” under the Lease) in the form required by the Lease, reflecting no defaults thereunder; (j) an original Owner’s possession.Affidavit duly executed by Seller in the form of Exhibit C attached hereto [ ]; (k) one original Gap Indemnity duly executed by Seller in the form of Exhibit D attached hereto; (l) an original xxxx of sale duly executed by Seller in the form attached hereto as Exhibit K (the “Xxxx of Sale”); (m)[ ], (n) [

Seller’s Closing Deliveries. At Closing, each Seller shall execute (as necessary) and deliver to Purchaser (either through escrow or as this Section 4.1 providesotherwise provided below) each of the following documents: documents described below (with respect to each Real Property owned by it): (i) one original Grant Deed, special warranty deed in form attached hereto as Exhibit F-1 and otherwise acceptable to PurchaserTitle Insurer, subject only to the Permitted Exceptions; (ii) 2 two original counterparts of a Xxxx xxxx of Sale sale and assignment and assumption of Assignable Leases, Taken Service Contracts (as defined in the Company Disclosure Letter) and Assignable Construction Contracts as to the applicable Real Property in the form attached to this Agreement hereto as Exhibit EG (the “Xxxx of Sale and General Assignment”); (iii) 2 one original counterparts notice letter to each of the General Assignment in tenants as to the form attached to this Agreement as Exhibit M (the “General Assignment”) (iv) one original tenant notice for each tenant of the applicable Real Property, substantially in the form attached to this Agreement hereto as Exhibit F H; (eachiv) one original notice letter to each vendor or contractor as to the applicable Real Property under an Assignable Service Contract or Assignable Construction Contracts, a “Notice to Tenant”)substantially in the form attached hereto as Exhibit I; (v) Seller’s one original non-foreign affidavit, in the form attached to this Agreement hereto as Exhibit GJ; (vi) a California form 593-C non-foreign affidavit executed by Seller; (vii) one counterpart of the “Joint Closing Statement”, Statement (as defined in Section 4.3 of this Agreement defines that termbelow); (viiivii) one counterpart of the final and agreed-upon closing statement prepared by the Title Company, in its capacity as escrow agent, “Escrow Agent Agent” (the “Escrow Agent’s Closing Statement”); (ixviii) evidence of termination of both the all property management agreements, including without limitation (a) any existing master property management agreement with United Capital Corporation Equity Commonwealth Management LLC, a Delaware limited liability company (“EQC Management”) as to the applicable Real Property, and (b) any existing sub-management agreement with the property management company identified in the Company Disclosure Letter (“Property Manager”), and ) as to the leasing agreement with Colliers Internationalapplicable Real Property; (xix) such transfer tax forms forms, prepared and submitted in electronic format using xxxxx://xxxxx.xxxxxxxx.xxx/MyDec, as are required by lawlaw as to the applicable Real Property, if any (the “Transfer DocumentsDeclarations”); (xix) to the extent assignable, assignments or transfers of Seller’s such Sellers’ rights to any security deposit that is not in the form of cash cash; (xi) a release letter of certificate from each of (a) the Illinois Department of Revenue stating that no assessed but unpaid tax penalties or interest are due under Section 9-902(d) of the reissuance Illinois Income Tax Act, as amended, or 35 ILCS 120/5j of the Illinois Compiled Statues, as amended; (b) from the Chicago Department of Revenue stating that no assessed but unpaid tax penalties or interest are due under Section 3-4-140 of the Chicago Uniform Revenue Procedures Ordinance, as amended; and (c) from the Xxxx County Department of Revenue stating that no assessed but unpaid tax penalties or interest are due under Article XI of the Xxxx County, Illinois Revenue Ordinance, as amended; or in the absence of any letter of creditsuch letters, an indemnity agreement in the form attached hereto as Purchaser shall elect in its sole discretion Exhibit Q, executed by a written notice delivered to Seller before the Due Diligence Period expiresSeller; and (xii) originals, or if Seller does not possess originals, copies, a certificate from the City of Chicago Department of Water Management stating that a final reading of the water meter at the Property has been made and full payment of all permitsoutstanding charges have been received. To the extent any Construction Contract is not assignable and the work thereunder is not completed by the Closing Date, warranties, the parties shall in good faith attempt to agree upon a delegation or other transfer of duties and Leases in Seller’s possession; (xiii) all keys, access codes, tenant files, rights thereunder which comply with the terms and other similar items in Seller’s possession and Property Manager’s possession; and (xiv) any evidence conditions of Seller’s power and authority to enter into this transaction that Title Insurer or Purchaser reasonably requestssuch Construction Contract. Seller and Purchaser may execute and deliver the The Joint Closing Statement and Escrow Agent’s Closing Statement by fax may be signed in facsimile or by emailed .pdf PDF counterparts on the Closing Date. To the extent available and applicable, each Seller shall make available for pick-up by Purchaser at Property Manager’s Mountain View office, within a reasonable time after the Closing Date, deliver all of the original Leases Leases, Taken Service Contracts (as defined in the Company Disclosure Letter), Assignable Construction Contracts, keys and electronic pass cards or devices to all entrance doors to, and equipment and utility rooms and vault boxes located in, the Property, plans and specifications, contracts, licenses Licenses and permits Permits pertaining to such Sellers’ Real Property at the Property applicable Real Property. To the extent required by Title Insurer to issue the Owner Title Policy (defined in Seller’s possessionSection 8.4 below), Seller agrees to deliver to Title Insurer such evidence of Sellers’ organization, power and authority and such other documents as the Title Insurer may reasonably require to issue the Owner Title Policy or to consummate the transactions contemplated under this Agreement or the documents to be executed and delivered by Sellers at Closing, including, without limitation, an ALTA Statement and GAP Indemnity in the forms attached to the Company Disclosure Letter as Exhibit T-1 and Exhibit T-2.

Seller’s Closing Deliveries. At In addition to any other documents to be delivered under the provisions of this Agreement, the Seller shall deliver the following to the Buyer at the Closing, Seller all of which shall execute be in form and substance reasonably satisfactory to the Buyer and its counsel: (as necessarya) a Bill of Sale and deliver to Purchaser Assignment in substantially the form of Exhibit C, duly executed by the Seller; (either through escrow or as this Section 4.1 providesb) each an Assignment and Assumption Agreement in substantially the form of Exhibit D, duly executed by the Seller; (c) the Escrow Agreement in substantially the form of Exhibit A, duly executed by the Seller; (d) a certificate of the following documents: Secretary or Assistant Secretary of the Seller, certifying (i) one original Grant Deedthe resolutions duly adopted by the Board of Managers, in form acceptable to Purchaserauthorizing and approving the execution, subject to delivery and performance of this Agreement by the Permitted Exceptions; Seller and the transactions contemplated by this Agreement, and (ii) 2 original counterparts the Articles of a Xxxx Organization and Operating Agreement of Sale in the form attached to this Agreement Seller, as Exhibit Eamended as of the Closing Date; (iiie) 2 original counterparts a Certificate of Good Standing (or its equivalent) of the General Assignment in Seller, certified by the form attached Virginia State Corporation Commission, dated no earlier than ten (10) days prior to this Agreement as Exhibit M (the “General Assignment”) (iv) one original tenant notice for each tenant of the Property, substantially in the form attached to this Agreement as Exhibit F (each, a “Notice to Tenant”)Closing Date; (vf) Seller’s non-foreign affidavitan Assignment and Assumption of lease agreement for the leased property at 000 Xxxxxxx Xxxxxx, in the form attached to this Agreement as Exhibit G; (vi) a California form 593-C non-foreign affidavit Xxxxxxxxxxxx XX 00000, duly executed by the Seller; (viig) one counterpart an IRS Form W-9, duly executed by the Seller; (h) all necessary consents of third parties to the assignment of any Material Contracts that are included in the Assumed Contracts; (i) (i) payoff letters evidencing the payment and satisfaction in full of all indebtedness of the “Joint Closing Statement”, as Section 4.3 of this Agreement defines that term; Seller related to the Business (viii) one counterpart of the final and agreed-upon closing statement prepared by Escrow Agent (the “Escrow Agent’s Closing Statement”); (ix) evidence of termination of both the existing property management agreement with United Capital Corporation (“Property Manager”including capital leases), and (as applicable) the leasing agreement with Colliers Internationalrelease of the respective Liens of each holder’s portion of such indebtedness, and (ii) without limiting in any respect the foregoing, evidence of the release of any and all other Liens against the Acquired Assets; (xj) such transfer tax forms as are required a SUTA Account Termination or Transfer Request for the Pennsylvania Department of Labor and Industry reflecting that 100% of the Business is transferred, duly executed by law, if any (the “Transfer Documents”)Seller; (xik) assignments or transfers of Seller’s rights to any security deposit that is not in the form of cash or the reissuance of any letter of credit, as Purchaser shall elect in its sole discretion by a written notice delivered to Seller before the Due Diligence Period expires; (xii) originals, or if Seller does not possess originals, copies, originals of all permits, warranties, and Leases in Seller’s possession; (xiii) certificates of titles of all keys, access codes, tenant files, and vehicles or other similar items in Seller’s possession and Property Manager’s possession; and (xiv) any evidence of Seller’s power and authority to enter into this transaction that Title Insurer or Purchaser reasonably requests. equipment owned by the Seller and Purchaser may execute and deliver the Joint Closing Statement and Escrow Agent’s Closing Statement by fax or by emailed .pdf counterparts set forth on the Closing Date. Seller shall make available for pick-up by Purchaser at Property Manager’s Mountain View office, within a reasonable time after the Closing Date, all of the original Leases and all plans and specifications, contracts, licenses and permits pertaining to the Property in Seller’s possession.Schedule 4.6; and

Seller’s Closing Deliveries. At Closing, Seller shall execute (as necessary) and deliver to Purchaser (either through escrow or as this Section 4.1 providesotherwise provided below) each of the following documentsdocuments described below: (i) one original Grant Deed, Bargain and Sale Deed in form acceptable to Purchaser, subject to the Permitted Exceptionsattached hereto as Exhibit F; (ii) 2 two original counterparts of a Xxxx xxxx of Sale sale and assignment and assumption of Assignable Leases, Assignable Service Contracts and Assignable Construction Contracts, in the form attached to this Agreement hereto as Exhibit EG (the “Xxxx of Sale and General Assignment”); (iii) 2 original counterparts of the General Assignment in the form attached to this Agreement as Exhibit M (the “General Assignment”) (iv) one original tenant notice for each tenant of the Propertyletter to tenants, substantially in the form attached to this Agreement hereto as Exhibit F H; (each, a “Notice iv) one original notice letter to Tenant”)each vendor or contractor under the Assumed Contracts and the assumed Construction Contracts in the form attached hereto as Exhibit I; (v) Seller’s non-foreign affidavit, in the form attached to this Agreement hereto as Exhibit GJ; (vi) a California form 593-C non-foreign affidavit executed by Seller; (vii) one counterpart of the “Joint Closing Statement”, Statement (as defined in Section 4.3 of this Agreement defines that termbelow); (viiivii) one counterpart of the final and agreed-upon closing statement prepared by Escrow Agent (the “Escrow Agent’s Closing Statement”); (ixviii) evidence of termination of both the (a) any existing master property management agreement with United Capital Corporation Equity Commonwealth Management LLC, a Delaware limited liability company (“EQC Management”), (b) any property management company identified in the Company Disclosure Letter (any such entity, together with EQC Management, individually and/or collectively, “Property Manager”), and the leasing agreement with Colliers International(c) any Affiliated Agreement; (xd) all Service Contracts other than the Assumed Contracts; (ix) such transfer tax forms as are required by law, including, but not limited to, a Washington Real Estate Excise Tax Affidavit; (x) a certificate confirming, subject to Section 9.2 below, Seller’s representations and warranties as if any made on the Closing Date (the “Transfer Documents”); (xi) subject to Section 4.4.3 assignments or transfers of Seller’s rights to any security deposit that is not in the form of cash or the reissuance of any letter of credit, as Purchaser shall elect in its sole discretion by a written notice delivered to Seller before the Due Diligence Period expirescash; (xii) originals, or if Seller does not possess originals, copies, an affidavit in the form of all permits, warranties, Exhibit R to the Company Disclosure Letter (“Title Affidavit”) and Leases in Seller’s possession; (xiii) all keys, access codes, tenant files, and other similar items in Seller’s possession and Property Manager’s possession; and (xiv) any such evidence of Seller’s organization, power and authority to enter into this transaction that as Title Insurer may reasonably request. To the extent that any Service Contract is not to be assigned at Closing in accordance with Section 1 above such contract shall not be assigned (each such contract, a “Terminated Contract”). To the extent any Construction Contract is not to be assigned at Closing in accordance with Section 1 above, and the work thereunder is not completed by the Closing Date, the parties shall in good faith attempt to agree upon a delegation or Purchaser reasonably requestsother transfer of duties and rights thereunder which comply with the terms and conditions of such Construction Contract. Seller and Purchaser may execute and deliver the The Joint Closing Statement and Escrow Agent’s Closing Statement by fax may be signed in facsimile or by emailed .pdf PDF counterparts on the Closing Date. To the extent available, Seller shall make available for pick-up by Purchaser at Property Manager’s Mountain View office, within a reasonable time after the Closing Date, leave all of the original Leases and all Leases, Assignable Service Contracts, keys, plans and specifications, contracts, licenses and permits pertaining to the Property in Seller’s possessionat the Real Property.

Seller’s Closing Deliveries. At Closing, Seller shall execute or obtain (as necessary) and deliver to Purchaser (either through escrow or as this Section 4.1 providesotherwise provided below) each of the following documentsdocuments described below: (ia) one original Grant “Special” or “Limited” Warranty Deed, in form acceptable to Purchaserthe Title Insurer, warranting title to the Real Property and Improvements against all persons claiming by, through or under Seller, but not otherwise, subject to the exceptions listed on attached Exhibit F and any other matters which become Permitted ExceptionsExceptions pursuant to Section 3 above; (iib) 2 two original counterparts of a the Xxxx of Sale and Assignment of Leases and Contracts, in the form attached to this Agreement hereto as Exhibit E; (iii) 2 original counterparts of the General Assignment in the form attached to this Agreement as Exhibit M G (the “General Assignment”) ); (ivc) one original tenant notice for each tenant of the Propertyletter to tenants, substantially in the form attached to this Agreement hereto as Exhibit F (each, a “Notice to Tenant”)H; (vd) one original notice letter to each Service Contract vendor, substantially in the form attached hereto as Exhibit I; (e) Seller’s non-foreign affidavit, in the form attached to this Agreement hereto as Exhibit GJ; (vif) a California form 593-C non-foreign affidavit executed by Seller; (vii) one counterpart two original counterparts of the “Joint Closing Statement”, Statement (as defined in Section 4.3 of this Agreement defines that term; (viii) one counterpart of the final and agreed-upon closing statement prepared by Escrow Agent (the “Escrow Agent’s Closing Statement”below); (ixg) evidence of termination of both the existing property management agreement with United Capital Corporation Equity Office Management, L.L.C. (“Property Manager”)) and if Purchaser requests in writing prior to the date of Closing, and evidence of termination of the leasing agreement Exclusive Listing Agreement with Colliers InternationalUnited Properties Brokerage LLC; (xh) such transfer tax forms as are required by law, if any law (the “Transfer Documents”); (xii) assignments or transfers of Seller’s rights to any security deposit that which is not in the form of cash or cash, (j) State of Minnesota Well Disclosure Statement, (k) two original counterparts of Assignment of Easements and Declarations, in the reissuance of any letter of credit, form attached hereto as Purchaser shall elect in its sole discretion by a written notice delivered to Seller before Exhibit O (the Due Diligence Period expires“Easement Assignment”); (xiil) originalstwo original counterparts of Assignment and Assumption Agreement (Steam Service Agreement) in the form of Exhibit P (the “Steam Agreement Assignment”); provided, however, that while Seller shall endeavor to obtain execution of the Consent to such Steam Agreement Assignment by NRG Energy Center Minneapolis, LLC, failure of Seller to secure execution of such consent shall not be deemed a default hereunder; (m) two original counterparts of Blanket Transfer and Assignment, in the form attached hereto as Exhibit V (the “Blanket Transfer”); (n) a customary Seller’s Affidavit in the form required by the Title Insurer; (o) in the event the legal description set forth in the Updated Survey differs from the legal description set forth on Exhibit A attached hereto, a quitclaim deed containing a legal description of the Real Property based upon such Updated Survey; (p) originals of the Estoppel Certificates; (q) originals (or copies if Seller does originals are not possess originalsavailable) of the Leases, copiestogether with all guaranties thereof, any letters of all permits, warrantiescredit issued with respect to such Leases, and Leases in Seller’s possession; (xiii) all keys, access codes, tenant files, tenant lists, and tenant marketing information relating to the Property, which delivery may be satisfied by delivery of the on-site property management office at the Property, to the extent such items are located therein; (r) a rent delinquency report, (s) all of the keys to doors or locks on the Property in the possession or control of Seller; (t) originals (or copies if originals are not available) of each of the Service Contracts; (u) original (or copies if originals are not available) certificates of occupancy for all space within the Improvements, to the extent same are in the possession or control of Seller; (v) such surveys, site plans, plans and specifications, permits, licenses, and other similar items such matters described in the Blanket Assignment (as hereinafter defined) relating to the Property as are in the possession or control of Seller’s possession and Property Manager’s possession; and (xivw) any such evidence of Seller’s power and authority to enter into this transaction that as the Title Insurer or Purchaser may reasonably requests. Seller request; (x) such other assignments, instruments of transfer and other documents as Purchaser may execute reasonably require, including a certificate of good standing from the Secretary of State for the State of Delaware and deliver the Joint State of Minnesota, and duly certified resolutions of Seller authorizing the transaction contemplated hereunder, and are necessary to convey the Property as contemplated hereby, (y) two original counterparts of the New Management Agreement executed by Equity Office Management, L.L.C. (if agreed upon pursuant to Section 9.6) and (z) such indemnity in favor of Title Insurer as Title Insurer may require to delete the following exception: “The Company has been advised that tax protests have been filed with respect to the 2000 and 2001 tax years. This policy remains subject to such matters that may arise from the final adjudication of said protests.”. The Closing Statement and Escrow Agent’s Closing Statement by fax or by emailed .pdf may be signed in facsimile counterparts on the Closing Date. Seller shall make available for pick-up by Purchaser at Property Manager’s Mountain View office, within a reasonable time after the Closing Date, all of the original Leases and all plans and specifications, contracts, licenses and permits pertaining to the Property in Seller’s possession.

Seller’s Closing Deliveries. At the Closing, Seller shall execute (as necessary) and deliver to Purchaser (either through escrow or as this Section 4.1 provides) each of the following documentsBuyer: (i) one original Grant Deeda duly executed bill of sale relating to the Assets, reasonably satisfactory in form acceptable axx xubstance to Purchaser, subject to the Permitted ExceptionsBuyer; (ii) 2 original counterparts a duly executed copy of a Xxxx each of Sale the Ancillary Agreements (as defined in the form attached to this Agreement as Exhibit ESection 1.9); (iii) 2 original counterparts a duly executed copy of the General Assignment in the form attached to this Agreement Forza Release (as Exhibit M (the “General Assignment”) defined below); (iv) one original tenant notice for each tenant a duly executed copy of an assignment and assumption agreement pertaining to the Property, substantially in Contracts and the form attached to this Agreement as Exhibit F (each, a “Notice to Tenant”)Assumed Liabilities; (v) Seller’s non-foreign affidavit, in the form attached any consents necessary pursuant to this Agreement as Exhibit GSCHEDULE 2.2; (vi) a California form 593-C non-foreign affidavit executed all such other instruments as shall be reasonably requested by Sellerthe Buyer to vest fully in the Buyer good and indefeasible title to the Assets, including, but not limited to, patent and patent license transfers and trademark assignments; and (vii) one counterpart a favorable opinion of the “Joint Closing Statement”counsel, as Section 4.3 of this Agreement defines that term; (viii) one counterpart of the final and agreed-upon closing statement prepared by Escrow Agent (the “Escrow Agent’s Closing Statement”); (ix) evidence of termination of both the existing property management agreement with United Capital Corporation (“Property Manager”), and the leasing agreement with Colliers International; (x) such transfer tax forms as are required by law, if any (the “Transfer Documents”); (xi) assignments or transfers of Seller’s rights to any security deposit that is not in the form of cash or the reissuance of any letter of credit, as Purchaser shall elect in its sole discretion by a written notice delivered to Seller before the Due Diligence Period expires; (xii) originals, or if Seller does not possess originals, copies, of all permits, warranties, and Leases in Seller’s possession; (xiii) all keys, access codes, tenant files, and other similar items in Seller’s possession and Property Manager’s possession; and (xiv) any evidence of Seller’s power and authority to enter into this transaction that Title Insurer or Purchaser reasonably requests. Seller and Purchaser may execute and deliver the Joint Closing Statement and Escrow Agent’s Closing Statement by fax or by emailed .pdf counterparts on the Closing Date. Seller shall make available for pick-up by Purchaser at Property Manager’s Mountain View office, within a reasonable time after dated the Closing Date, all from Archer & Greiner, a Professional Corporation, counsel to the Seller, ix xxxx anx xxxxxance satisfactory to the Buyer, to the effect that (a) Seller has been duly incorporated and is validly existing as a corporation in good standing under the laws of the original Leases State of New York; (b) this Agreement and the Ancillary Agreements have been duly authorized, executed and delivered by all plans necessary corporate actions, and specificationsare the legal, contractsvalid and binding obligation of the Seller and are enforceable against the Seller in accordance with their terms, licenses except as the enforceability may be limited by (x) equitable principles of general applicability or (y) bankruptcy, insolvency, reorganization, fraudulent conveyance or similar laws affecting the rights of creditors generally; (c) Seller is not required to obtain shareholder approval of the consummation of the transactions contemplated under this Agreement and permits pertaining the Ancillary Agreements under any applicable Laws; (d) the Forza Release is a full and complete release of any obligation on the part of Seller or Buyer as successor owner to the Property Assets to sell the Assets to Forza or any right by Forza to purchase the Assets known to such counsel; and (e) the execution, delivery and performance of this Agreement and the Ancillary Agreements by the Seller, and the consummation of the transactions contemplated in the Agreement and the Ancillary Agreements, will not constitute a breach or violation of, or default under, the Articles of Incorporation or bylaws of the Seller or any Law applicable to the Seller’s possession, or violate or conflict with or result in breach of, or constitute a default under (or an event which, with notice or lapse of time or both, would constitute a default under), any contract, indenture, loan agreement, order, decree or instrument to which the Seller is a party or by which it or its assets are bound known to such counsel. In rendering such opinion, such counsel may rely upon certificates of public officials and of officers of the Seller as to matters of fact.

Seller’s Closing Deliveries. At ClosingOn or before the day that is one (1) business day prior to the Closing Date (or such other date specified in this Section), Seller shall execute (as necessary) and deliver to Purchaser Escrow Holder the following: (either through escrow or as this Section 4.1 providesa) each one (1) duly executed and notarized original of the following documents: grant deed (ithe “Deed”) one original Grant Deed, in form acceptable to Purchaser, subject to the Permitted Exceptions; (ii) 2 original counterparts of a Xxxx of Sale in the form of Exhibit “C” attached hereto, with restrictions and reservations, if any, that Buyer and Seller have agreed upon in writing to this Agreement as Exhibit E; include in the Deed prior to the Inspection Deadline, (iiib) 2 four (4) duly executed original counterparts of the General Assignment quitclaim bill of sale (the “Bill of Sale”) in the form of Exhibit “D” attached to this Agreement as hereto, (c) four (4) duly executed original counterparts of the assignment of leases and contracts (the “Assignment of Leases and Contracts”) in the form of Exhibit M “E” attached hereto, (d) four (4) duly executed original counterparts of the general assignment (the “General Assignment”) (iv) one original tenant notice for each tenant of the Property, substantially in the form of‌ Exhibit “F” attached to this hereto, (e) by the date specified in Section 4.1, four (4) duly executed original counterparts of the DDA, (f) by the date specified in Section 4.2, four (4) duly executed original counterparts of the Lease Assignment Agreement, (g) by the date specified in Section 4.3, two (2) original counterparts of the Angels Commitment Agreement as Exhibit F duly executed by Seller, (each, a “Notice to Tenant”); h) one (v1) Seller’s duly executed original certificate of non-foreign affidavit, in status on Escrow Holder’s customary form (as reasonably revised by Seller) and the form attached to this Agreement as Exhibit G; (vi) a California form Form 593-C non-foreign affidavit executed by Seller; C, (viii) one counterpart of the (1) closing statement (“Joint Closing Statement”) executed or initialed by Seller reflecting the Purchase Price and the adjustments and prorations required hereunder, as Section 4.3 (j) evidence reasonably satisfactory to the Title Company respecting the due organization of Seller and the due authorization and execution by Seller of this Agreement defines that term; (viii) one counterpart of and the final and agreed-upon closing statement prepared by Escrow Agent (the “Escrow Agent’s Closing Statement”); (ix) evidence of termination of both the existing property management agreement with United Capital Corporation (“Property Manager”)documents required to be delivered hereunder, and the leasing agreement with Colliers International; (xk) such transfer tax forms additional documents as are may be reasonably required by law, if the Title Company in order to consummate the transactions hereunder (provided the same do not increase in any (material respect the “Transfer Documents”); (xi) assignments or transfers of Seller’s rights to any security deposit that is not in the form of cash or the reissuance of any letter of credit, as Purchaser shall elect in its sole discretion by a written notice delivered to Seller before the Due Diligence Period expires; (xii) originalscosts to, or if liability or obligations of, Seller does in a manner not possess originals, copies, of all permits, warranties, and Leases in Seller’s possession; (xiii) all keys, access codes, tenant files, and other similar items in Seller’s possession and Property Manager’s possession; and (xiv) any evidence of Seller’s power and authority to enter into this transaction that Title Insurer or Purchaser reasonably requests. Seller and Purchaser may execute and deliver the Joint Closing Statement and Escrow Agent’s Closing Statement by fax or by emailed .pdf counterparts on the Closing Date. Seller shall make available otherwise provided for pick-up by Purchaser at Property Manager’s Mountain View office, within a reasonable time after the Closing Date, all of the original Leases and all plans and specifications, contracts, licenses and permits pertaining to the Property in Seller’s possessionherein).

Seller’s Closing Deliveries. At Closing, Seller shall execute (as necessary) and deliver to Purchaser (either through escrow or as this Section 4.1 providesotherwise provided below) each of the following documentsdocuments described below: (i) one original Grant Deed, Assignment and Assumption of Lease in the form of Exhibit P attached hereto in form acceptable to Purchaser, subject to the Permitted ExceptionsTitle Insurer; (ii) 2 two original counterparts of a Xxxx bxxx of Sale sale and assignment and assumption of Assignable Leases, Assignable Service Contracts, Assignable Construction Contracts and Intangible Property, in the form attached to this Agreement hereto as Exhibit EG (the “Bxxx of Sale and General Assignment”), which Bxxx of Sale and General Assignment shall include, to the extent any Construction Work is then completed as of the Closing Date, and to the extent assignable without cost to Seller or consent of a third party, an assignment of any warranties, guaranties and other Intangible Property arising under any Assignable Construction Contracts with respect to such then completed Construction Work; (iii) 2 original counterparts of the General Assignment in the form attached to this Agreement as Exhibit M (the “General Assignment”) (iv) one original tenant notice for each tenant of the Propertyletter to tenants, substantially in the form attached to this Agreement hereto as Exhibit F H; (eachiv) one original notice letter to each vendor or contractor under an Assignable Service Contract or Assignable Construction Contract, a “Notice to Tenant”)substantially in the form attached hereto as Exhibit I; (v) Seller’s non-foreign affidavit, in the form attached to this Agreement hereto as Exhibit GJ; (vi) a California form 593-C non-foreign affidavit executed by Seller; (vii) one counterpart of the “Joint Closing Statement”, Statement (as defined in Section 4.3 of this Agreement defines that termbelow); (viiivii) one counterpart of the final and agreed-upon closing statement prepared by Escrow Agent (the “Escrow Agent’s Closing Statement”); (ixviii) evidence of termination of both the (a) any existing master property management agreement with United Capital Corporation Equity Commonwealth Management LLC, a Delaware limited liability company (“EQC Management”), (b) any existing sub-management agreement with CBRE, Inc., a Delaware corporation (“Property Manager”) and (c) any Service Contracts identified to be terminated by Seller pursuant to Section 9.3.2 below (provided, as to this clause (c), and the leasing agreement with Colliers Internationalsuch termination shall be effective as set forth in Section 9.3.2); (ix) a list of Protected Tenants (as defined in Section 4.3.7.2 below); (x) such transfer tax forms as are required by law, if any (the “Transfer Documents”); (xi) a resignation letter from the “O&M Board” (as defined in the Ground Lease) executed by any employee or agent of Seller that is a representative for Seller on such board; (xii) assignments or transfers of Seller’s rights to any security deposit that is not in the form of cash or the reissuance of any letter of credit, as Purchaser shall elect in its sole discretion by a written notice delivered to Seller before the Due Diligence Period expires; (xii) originals, or if Seller does not possess originals, copies, of all permits, warrantiescash, and Leases in Seller’s possession; (xiii) either (x) evidence reasonably satisfactory to Purchaser of the payment by Seller of any accrued parking tax due and payable to the City of Hoboken from January 1, 2011 to the Closing Date (together with any interest or penalties assessed thereon, “Accrued Parking Tax”) or (y) an indemnity in form reasonably satisfactory to Purchaser from Seller (provided, Seller and Purchaser hereby agree that the indemnity signed at Closing shall in any event include a covenant on the part of Seller to maintain, at all keystimes prior to payment in full of the Accrued Parking Tax, access codesa net worth of no less than $5,000,000) with respect to any loss, tenant filescost, and other similar items in Seller’s possession and Property Manager’s possession; and (xiv) any evidence damage or expense Purchaser may incur as a result of Seller’s power failure to pay any Accrued Parking Tax. To the extent any Service Contract is not assignable, such contract shall not be assigned. To the extent any Construction Contract is a Retained Construction Contract and authority to whether or not the Construction Work thereunder is completed as of the Closing Date, then at Closing the parties shall enter into this transaction that Title Insurer such agreement or Purchaser instrument in form and substance as the parties shall reasonably requests. agree pursuant to which Seller shall agree to use reasonable efforts to enforce any rights under the Retained Construction Contract including (x) if the Construction Work thereunder is completed prior to the Closing, the enforcement of any warranty or guaranty issued pursuant to such Retained Construction Contract, and (y) if the Construction Work thereunder is not completed prior to the Closing, the enforcement of the obligation to so complete the Construction Work as contemplated by such Retained Construction Contract, in each instance as Purchaser may execute request in Purchaser’s sole discretion and deliver the at Purchaser’s sole cost and expense. The Joint Closing Statement and Escrow Agent’s Closing Statement by fax may be signed in facsimile or by emailed .pdf PDF counterparts on the Closing Date. To the extent available, Seller shall make available for pick-up by Purchaser at Property Manager’s Mountain View office, within a reasonable time after the Closing Date, leave all of the original Leases Leases, Assignable Service Contracts, Assignable Construction Contracts (and all any guaranties and warranties issued pursuant thereto and to be assigned to Purchaser), keys, plans and specifications, contracts, licenses and permits pertaining to the Property in Seller’s possessionat the Real Property.

Seller’s Closing Deliveries. At Closing, Seller shall execute (as necessary) ), or cause to be executed, and deliver to Purchaser (either through escrow or as this Section 4.1 providesotherwise provided below) each of the following documentsdocuments described below: (ia) one original Grant Deed, in form acceptable to Purchaserof EXHIBIT F, subject to the exceptions listed in such form and the Permitted Exceptions; (ii) 2 original counterparts of a Xxxx of Sale in the form attached to this Agreement as Exhibit E; (iii) 2 original counterparts of the General Assignment in the form attached to this Agreement as Exhibit M (the “General Assignment”) (iv) one original tenant notice for each tenant of the Property, substantially in the form attached to this Agreement as Exhibit F (each, a “Notice to Tenant”); (vb) Seller’s 's non-foreign affidavit, in the form attached to this Agreement hereto as Exhibit GEXHIBIT I; (vic) a California form 593-C non-foreign affidavit executed by Seller; (vii) one counterpart two original counterparts of the “Joint Closing Statement”, Statement (as defined in Section 4.3 of this Agreement defines that term; (viii) one counterpart of the final and agreed-upon closing statement prepared by Escrow Agent (the “Escrow Agent’s Closing Statement”below); (ix) evidence of termination of both the existing property management agreement with United Capital Corporation (“Property Manager”), and the leasing agreement with Colliers International; (xd) such transfer tax forms as are required by law, if any law (the “Transfer Documents”"TRANSFER DOCUMENTS"); (xie) assignments or transfers two original counterparts of Seller’s rights to any security deposit that is not a property management agreement between Purchaser and Property Manager, in the form attached hereto as EXHIBIT K (the "PROPERTY MANAGEMENT AGREEMENT") if any; (f) two original counterparts of cash or a sixth amendment to that certain lease agreement dated as of December 17, 1999 by and between CA - The Concourse Limited Partnership (an affiliate of Seller) and Purchaser for the reissuance property located at 0000 Xxxxxxxxxx Xxxxx, Xxx Xxxx, Xxxxxxxxxx, in the form attached hereto as EXHIBIT L (the "CONCOURSE VI LEASE AMENDMENT"); (g) two original counterparts of any the Declaration by and between Purchaser and Seller, in the form attached hereto as EXHIBIT M (the "DECLARATION"); (h) one original Certification of Fourth Amendment to Skyport Plaza Declaration of Common Easements, Covenants, Conditions and Restrictions, in the form attached hereto as EXHIBIT N ("CERTIFICATION OF CCR AMENDMENT"); (i) two original counterparts of the Fourth Amendment to Skyport Plaza Declaration of Common Easements, Covenants, Conditions and Restrictions, in the form attached hereto as EXHIBIT O (the "CCR AMENDMENT"); (j) one original Termination of Lease, in the form attached hereto as EXHIBIT P (the "LEASE TERMINATION"); (k) the original letter of creditcredit under the Lease (defined below), (l) Right of First Offer ("ROFO") in favor of Purchaser, in the form attached hereto as EXHIBIT Q, (m) an Assignment of Intangibles (the "ASSIGNMENT OF INTANGIBLES") from Seller to Purchaser shall elect in its sole discretion by a written notice delivered to Seller before the Due Diligence Period expires; (xii) originals, or if Seller does not possess originals, copies, of all permits, warrantiesform attached hereto as EXHIBIT G, and Leases (n) a License Agreement (the "LICENSE AGREEMENT") from Seller to Purchaser in Seller’s possession; (xiii) all keys, access codes, tenant files, and other similar items in Seller’s possession and Property Manager’s possession; and (xiv) any evidence of Seller’s power and authority to enter into this transaction that Title Insurer or Purchaser reasonably requests. Seller and Purchaser may execute and deliver the Joint form attached hereto as EXHIBIT H. The Closing Statement and Escrow Agent’s Closing Statement by fax or by emailed .pdf may be signed in facsimile counterparts on the Closing Date. To the extent available, Seller shall make available for pick-up by Purchaser at Property Manager’s Mountain View office, within a reasonable time after the Closing Date, leave all of the original Leases and all plans and specifications, contracts, licenses and permits pertaining to the Property in Seller’s possessionat the premises.

Seller’s Closing Deliveries. At ClosingOn or before the day that is one (1) business day prior to the Closing Date (or such other date specified in this Section), Seller shall execute deliver to Escrow Holder the following: (a) one (1) duly executed and notarized original ofthe grant deed (the "Deed") in the form ofExhibit "C" attached hereto, with restrictions and reservations, ifany, that Buyer and Seller have agreed upon in writing to include in the Deed prior to the Inspection Deadline, (b) four (4) duly executed original counterparts ofthe quitclaim bill ofsale (the "Bill of Sale") in the form ofExhibit "D" attached hereto, (c) four (4) duly executed original counterparts ofthe assignment ofleases and contracts (the "Assignment of Leases and Contracts") in the form of Exhibit "E" attached hereto, (d) four (4) duly executed original counterparts ofthe general assignment (the "General Assignment") in the form of Exhibit "F" attached hereto, (e) by the date specified in Section 4.1, four (4) duly executed original counterparts of the DDA, (f) by the date specified in Section 4.2, four (4) duly executed original counterparts ofthe Lease Assignment Agreement, (g) by the date specified in Section 4.3, two (2) original counterparts of the Angels Commitment Agreement duly executed by Seller, (h) one (1) duly executed original certificate of non-foreign status on Escrow Holder's customary form (as necessaryreasonably revised by Seller) and deliver to Purchaser (either through escrow or as this Section 4.1 provides) each of the following documents: California Form 593-C, (i) one original Grant Deed(1) closing statement ("Closing Statement") executed or initialed by Seller reflecting the Purchase Price and the adjustments and prorations required hereunder, in form acceptable to Purchaser, subject G) evidence reasonably satisfactory to the Permitted Exceptions; (ii) 2 original counterparts Title Company respecting the due organization of a Xxxx of Sale in Seller and the form attached to this Agreement as Exhibit E; (iii) 2 original counterparts of the General Assignment in the form attached to this Agreement as Exhibit M (the “General Assignment”) (iv) one original tenant notice for each tenant of the Property, substantially in the form attached to this Agreement as Exhibit F (each, a “Notice to Tenant”); (v) Seller’s non-foreign affidavit, in the form attached to this Agreement as Exhibit G; (vi) a California form 593-C non-foreign affidavit executed due authorization and execution by Seller; (vii) one counterpart of the “Joint Closing Statement”, as Section 4.3 Seller of this Agreement defines that term; (viii) one counterpart of and the final and agreed-upon closing statement prepared by Escrow Agent (the “Escrow Agent’s Closing Statement”); (ix) evidence of termination of both the existing property management agreement with United Capital Corporation (“Property Manager”)documents required to be delivered hereunder, and the leasing agreement with Colliers International; (xk) such transfer tax forms additional documents as are may be reasonably required by law, if the Title Company in order to consummate the transactions hereunder (provided the same do not increase in any (material respect the “Transfer Documents”); (xi) assignments or transfers of Seller’s rights to any security deposit that is not in the form of cash or the reissuance of any letter of credit, as Purchaser shall elect in its sole discretion by a written notice delivered to Seller before the Due Diligence Period expires; (xii) originalscosts to, or if li_ability or obligations of, Seller does in a manner not possess originals, copies, of all permits, warranties, and Leases in Seller’s possession; (xiii) all keys, access codes, tenant files, and other similar items in Seller’s possession and Property Manager’s possession; and (xiv) any evidence of Seller’s power and authority to enter into this transaction that Title Insurer or Purchaser reasonably requests. Seller and Purchaser may execute and deliver the Joint Closing Statement and Escrow Agent’s Closing Statement by fax or by emailed .pdf counterparts on the Closing Date. Seller shall make available otherwise provided for pick-up by Purchaser at Property Manager’s Mountain View office, within a reasonable time after the Closing Date, all of the original Leases and all plans and specifications, contracts, licenses and permits pertaining to the Property in Seller’s possessionherein).

Seller’s Closing Deliveries. At Closing, Seller shall execute (as necessary) and deliver to Purchaser (either through escrow or as this Section 4.1 providesotherwise provided below) each of the following documentsdocuments described below: (ia) one original Grant DeedDeed for the Property, in the form acceptable attached hereto as Exhibit S, warranting title to Purchaserthe Real Property against all persons claiming by, through or under Seller, but not otherwise, subject to the exceptions listed on attached Exhibit F and any other matters which become Permitted ExceptionsExceptions pursuant to Section 3 above; (iib) 2 two original counterparts of a Xxxx bxxx of Sale sale and assignment of Leases and Contracts for the Property, in the form attached to this Agreement hereto as Exhibit E; (iii) 2 original counterparts of the General Assignment in the form attached to this Agreement as Exhibit M G (the “General Assignment”) ), together with an updated Rent Roll and schedule of rent arrearages for the Property; (ivc) one original tenant notice for letter to each tenant of the Propertytenant, substantially in the form attached to this Agreement hereto as Exhibit F H (each, a “Notice to Tenant”be delivered outside of escrow); (vd) one original notice letter to each Service Contract party, substantially in the form attached hereto as Exhibit I; (e) Seller’s non-foreign affidavitaffidavits (under Federal and California law), in the form forms attached to this Agreement hereto as Exhibit GExhibits J and J-1, respectively; (vif) a California form 593-C non-foreign affidavit executed by Seller; (vii) one counterpart two original counterparts of the “Joint Closing Statement”, Statement (as defined in Section 4.3 of this Agreement defines that term; (viii) one counterpart of the final and agreed-upon closing statement prepared by Escrow Agent (the “Escrow Agent’s Closing Statement”below); (ixg) evidence of termination of both the existing property management agreement with United Capital Corporation Equity Office Management, L.L.C. (“Property Manager”), ) and of the existing leasing agreement with Colliers InternationalEquity Office Properties Management Corp., a Delaware corporation; (xh) such transfer tax forms as are required by law, if any (the “Transfer Documents”); (xii) assignments or transfers of Seller’s rights to any security deposit that which is not in the form of cash or the reissuance of any letter of credit, as Purchaser shall elect in its sole discretion by a written notice delivered to Seller before the Due Diligence Period expirescash; (xiij) originals, or if Seller does not possess originals, copies, of all permits, warranties, and Leases in Seller’s possession; (xiii) all keys, access codes, tenant files, and other similar items in Seller’s possession and Property Manager’s possession; and (xiv) any such evidence of Seller’s power and authority to enter into this transaction that as Purchaser and the Title Insurer or Purchaser may reasonably requestsrequest; and (k) such affidavits as may be reasonably required by the Title Insurer, including, without limitation, mechanics’ liens, parties in possession and gap affidavits. Seller and Purchaser may execute and deliver the Joint The Closing Statement and Escrow Agent’s Closing Statement by fax or by emailed .pdf may be signed in facsimile counterparts on the Closing Date. To the extent available, Seller shall make available for pick-up by Purchaser at Property Manager’s Mountain View office, within a reasonable time after the Closing Date, leave all of the original Leases and Service Contracts, and all plans and specifications, contracts, licenses and permits pertaining to the Property in Seller’s possessionat the Property.

Seller’s Closing Deliveries. At Closing, Seller shall execute (as necessary) and deliver to Purchaser (either through escrow or as this Section 4.1 providesotherwise provided below) each of the following documentsdocuments described below: (i) one original Grant Deedan assignment of the Membership Interests of Seller and the assumption thereof by Purchaser, in the form acceptable to Purchaserattached hereto as Exhibit G (“Assignment of Membership Interests”), subject to the Permitted Exceptionsexecuted by Seller; (ii) 2 original counterparts resignation letters from each officer, director and/or manager of a Xxxx Nine Penn Owner, in each case effective as of Sale in the form attached to this Agreement as Exhibit E; Closing Date, (iii) 2 original counterparts of the General Assignment in the form attached to this Agreement as Exhibit M (the “General Assignment”) (iv) one original tenant notice for each tenant of the Propertyletter to tenants, substantially in the form attached to this Agreement the Company Disclosure Letter as Exhibit F H; (eachiv) one original notice letter to each vendor or contractor under an Assignable Service Contract or Assignable Construction Contract, a “Notice to Tenant”)substantially in the form attached the Company Disclosure Letter as Exhibit I; (v) Seller’s non-foreign affidavit, in the form attached to this Agreement hereto as Exhibit GJ; (vi) a California form 593-C non-foreign affidavit executed by Seller; (vii) one counterpart of the “Joint Closing Statement”, Statement (as defined in Section 4.3 of this Agreement defines that termbelow); (viiivii) one counterpart of the final and agreed-upon closing statement prepared by Escrow Agent (the “Escrow Agent’s Closing Statement”); (ixviii) evidence of termination of both the (a) any existing master property management agreement with United Capital Corporation Equity Commonwealth Management LLC, a Delaware limited liability company (“EQC Management”), (b) any existing sub-management agreement with the property management company identified in the Company Disclosure Letter (“Property Manager”), (c) the Brokerage Agreements, (d) all Service Contracts and Utility Agreements that Seller is required to terminate pursuant to this Agreement, and (e) the leasing agreement with Colliers Internationalamenities lease from Nine Penn Owner, as landlord, and EQC Management, as tenant (unless Purchaser shall provide to Seller written notice on or before five (5) days prior to the Closing Date of Purchaser’s election to accept an assignment of such lease, in which event Seller shall cause such lease to be assigned to Purchaser or its nominee at Closing); (ix) a list of Protected Tenants (as defined in Section 4.3.7.2 below); (x) such transfer tax forms subject to Section 9.2 below, a certificate of Seller stating that the representations and warranties made by Seller in Section 9.1 of this Agreement are true and correct in all material respects as are required by law, if any (of the “Transfer Documents”)Closing; (xi) assignments or transfers a certification statement issued by the Philadelphia Department of Seller’s rights to any security deposit that is not in the form of cash or the reissuance of any letter of credit, as Purchaser shall elect in its sole discretion by a written notice delivered to Seller before the Due Diligence Period expiresLicenses and Inspections; and (xii) originals, or if an updated rent roll in the same form attached to this Agreement dated no earlier than three (3) Business Days prior to Closing and certified by Seller does not possess originals, copies, as the operational rent roll used by Nine Penn Owner in the operation and management of all permits, warranties, and Leases in Seller’s possession; (xiii) all keys, access codes, tenant files, and other similar items in Seller’s possession and Property Manager’s possession; and (xiv) any evidence of Seller’s power and authority to enter into this transaction that Title Insurer or Purchaser reasonably requeststhe Property. Seller and Purchaser may execute and deliver the The Joint Closing Statement and Escrow Agent’s Closing Statement by fax may be signed in facsimile or by emailed .pdf PDF counterparts on the Closing Date. To the extent available, Seller shall make available for pick-up by Purchaser at Property Manager’s Mountain View office, within a reasonable time after the Closing Date, leave all of the original Leases and all Leases, Assignable Service Contracts, keys, plans and specifications, contracts, licenses and permits permits, and other books and records of Nine Penn Owner pertaining to the Property at the Real Property. To the extent required by Title Insurer to issue the Owner’s Policy, Seller agrees to deliver to Title Insurer (x) an owner’s affidavit which shall be in a form acceptable to Title Insurer and Seller (and shall be sufficient in order to cause the Title Insurer to issue a non-imputation endorsement to the Owner’s Policy), and (y) evidence of Seller’s possessionorganization, power and authority in form and content reasonably required by the Title Insurer.

Seller’s Closing Deliveries. At ClosingOn or before the day that is one (1) business day prior to the Closing Date (or such other date specified in this Section), Seller shall execute deliver to Escrow Holder the following: (a) one (1) duly executed and notarized original ofthe grant deed (the "Deed") in the form ofExhibit "C" attached hereto, with restrictions and reservations, ifany, that Buyer and Seller have agreed upon in writing to include in the Deed prior to the Inspection Deadline, (b) four (4) duly executed original counterparts ofthe quitclaim xxxx ofsale (the "Xxxx of Sale") in the form ofExhibit "D" attached hereto, (c) four (4) duly executed original counterparts ofthe assignment ofleases and contracts (the " ssignment of Leases and Contracts") in the form of Exhibit "E" attached hereto, (d) four (4) duly executed original counterparts ofthe general assignment (the "General Assignment") in the form of Exhibit "F" attached hereto, (e) by the date specified in Section 4.1, four (4) duly executed original counterparts of the DDA, (f) by the date specified in Section 4.2, four (4) duly executed original counterparts of the Lease Assignment Agreement, (g) by the date specified in Section 4.3, two (2) original counterparts of the Angels Commitment Agreement duly executed by Seller, (h) one (1) duly executed original certificate of non-foreign status on Escrow Holder's customary form (as necessaryreasonably revised by Seller) and deliver to Purchaser (either through escrow or as this Section 4.1 provides) each of the following documents: California Form 593-C, (i) one original Grant Deed(1) closing statement ("Closing Statement") executed or initialed by Seller reflecting the Purchase Price and the adjustments and prorations required hereunder, in form acceptable to Purchaser, subject G) evidence reasonably satisfactory to the Permitted Exceptions; (ii) 2 original counterparts Title Company respecting the due organization of a Xxxx of Sale in Seller and the form attached to this Agreement as Exhibit E; (iii) 2 original counterparts of the General Assignment in the form attached to this Agreement as Exhibit M (the “General Assignment”) (iv) one original tenant notice for each tenant of the Property, substantially in the form attached to this Agreement as Exhibit F (each, a “Notice to Tenant”); (v) Seller’s non-foreign affidavit, in the form attached to this Agreement as Exhibit G; (vi) a California form 593-C non-foreign affidavit executed due authorization and execution by Seller; (vii) one counterpart of the “Joint Closing Statement”, as Section 4.3 Seller of this Agreement defines that term; (viii) one counterpart of and the final and agreed-upon closing statement prepared by Escrow Agent (the “Escrow Agent’s Closing Statement”); (ix) evidence of termination of both the existing property management agreement with United Capital Corporation (“Property Manager”)documents required to be delivered hereunder, and the leasing agreement with Colliers International; (xk) such transfer tax forms additional documents as are may be reasonably required by law, if the Title Company in order to consummate the transactions hereunder (provided the same do not increase in any (material respect the “Transfer Documents”); (xi) assignments or transfers of Seller’s rights to any security deposit that is not in the form of cash or the reissuance of any letter of credit, as Purchaser shall elect in its sole discretion by a written notice delivered to Seller before the Due Diligence Period expires; (xii) originalscosts to, or if li_ability or obligations of, Seller does in a manner not possess originals, copies, of all permits, warranties, and Leases in Seller’s possession; (xiii) all keys, access codes, tenant files, and other similar items in Seller’s possession and Property Manager’s possession; and (xiv) any evidence of Seller’s power and authority to enter into this transaction that Title Insurer or Purchaser reasonably requests. Seller and Purchaser may execute and deliver the Joint Closing Statement and Escrow Agent’s Closing Statement by fax or by emailed .pdf counterparts on the Closing Date. Seller shall make available otherwise provided for pick-up by Purchaser at Property Manager’s Mountain View office, within a reasonable time after the Closing Date, all of the original Leases and all plans and specifications, contracts, licenses and permits pertaining to the Property in Seller’s possessionherein).

Seller’s Closing Deliveries. At ClosingOn or before the day that is one (1) business day prior to the Closing Date (or such other date specified in this Section), Seller shall execute (as necessary) and deliver to Purchaser Escrow Holder the following: (either through escrow or as this Section 4.1 providesa) each one (1) duly executed and notarized original of the following documents: grant deed (ithe “Deed”) one original Grant Deed, in form acceptable to Purchaser, subject to the Permitted Exceptions; (ii) 2 original counterparts of a Xxxx of Sale in the form of Exhibit “C” attached hereto, with restrictions and reservations, if any, that Buyer and Seller have agreed upon in writing to this Agreement as Exhibit E; include in the Deed prior to the Inspection Deadline, (iiib) 2 four (4) duly executed original counterparts of the General Assignment quitclaim xxxx of sale (the “Xxxx of Sale”) in the form of Exhibit “D” attached to this Agreement as hereto, (c) four (4) duly executed original counterparts of the assignment of leases and contracts (the “Assignment of Leases and Contracts”) in the form of Exhibit M “E” attached hereto, (d) four (4) duly executed original counterparts of the general assignment (the “General Assignment”) (iv) one original tenant notice for each tenant of the Property, substantially in the form of‌ Exhibit “F” attached to this hereto, (e) by the date specified in Section 4.1, four (4) duly executed original counterparts of the DDA, (f) by the date specified in Section 4.2, four (4) duly executed original counterparts of the Lease Assignment Agreement, (g) by the date specified in Section 4.3, two (2) original counterparts of the Angels Commitment Agreement as Exhibit F duly executed by Seller, (each, a “Notice to Tenant”); h) one (v1) Seller’s duly executed original certificate of non-foreign affidavit, in status on Escrow Holder’s customary form (as reasonably revised by Seller) and the form attached to this Agreement as Exhibit G; (vi) a California form Form 593-C non-foreign affidavit executed by Seller; C, (viii) one counterpart of the (1) closing statement (“Joint Closing Statement”) executed or initialed by Seller reflecting the Purchase Price and the adjustments and prorations required hereunder, as Section 4.3 (j) evidence reasonably satisfactory to the Title Company respecting the due organization of Seller and the due authorization and execution by Seller of this Agreement defines that term; (viii) one counterpart of and the final and agreed-upon closing statement prepared by Escrow Agent (the “Escrow Agent’s Closing Statement”); (ix) evidence of termination of both the existing property management agreement with United Capital Corporation (“Property Manager”)documents required to be delivered hereunder, and the leasing agreement with Colliers International; (xk) such transfer tax forms additional documents as are may be reasonably required by law, if the Title Company in order to consummate the transactions hereunder (provided the same do not increase in any (material respect the “Transfer Documents”); (xi) assignments or transfers of Seller’s rights to any security deposit that is not in the form of cash or the reissuance of any letter of credit, as Purchaser shall elect in its sole discretion by a written notice delivered to Seller before the Due Diligence Period expires; (xii) originalscosts to, or if liability or obligations of, Seller does in a manner not possess originals, copies, of all permits, warranties, and Leases in Seller’s possession; (xiii) all keys, access codes, tenant files, and other similar items in Seller’s possession and Property Manager’s possession; and (xiv) any evidence of Seller’s power and authority to enter into this transaction that Title Insurer or Purchaser reasonably requests. Seller and Purchaser may execute and deliver the Joint Closing Statement and Escrow Agent’s Closing Statement by fax or by emailed .pdf counterparts on the Closing Date. Seller shall make available otherwise provided for pick-up by Purchaser at Property Manager’s Mountain View office, within a reasonable time after the Closing Date, all of the original Leases and all plans and specifications, contracts, licenses and permits pertaining to the Property in Seller’s possessionherein).

Seller’s Closing Deliveries. At Closing, Seller shall execute (as necessary) and deliver or cause to be delivered to Purchaser (either through escrow or as this Section 4.1 providesotherwise provided below) each of the following documentsdocuments described below: (ia) one original Grant Deed, in form acceptable to Purchaser, subject to the Permitted Exceptions; (ii) 2 original counterparts of a Xxxx of Sale in the form attached to this Agreement as Exhibit E; (iii) 2 original counterparts of the General Assignment in the form attached to this Agreement as Exhibit M (the “General Assignment”) (iv) one original tenant notice special warranty deed for each tenant of the Property, substantially in the form attached Property conveying fee simple title to this Agreement as Exhibit F each Property to Purchaser (each, a “Notice to TenantDeed”); (vb) one original Seller’s non-foreign affidavit, affidavit in the form attached to this Agreement hereto as Exhibit GC, which shall be executed and delivered by the transferor (within the meaning of Code Section 1445) of the Properties; (vic) a California form 593-C non-foreign affidavit executed by Seller; (vii) one counterpart counterparts of the “Joint Closing Statement”, Statement (as defined in Section 4.3 of this Agreement defines that term; (viii) one counterpart of the final and agreed-upon closing statement prepared by Escrow Agent (the “Escrow Agent’s Closing Statement”4.4 below); (ix) evidence of termination of both the existing property management agreement with United Capital Corporation (“Property Manager”), and the leasing agreement with Colliers International; (xd) such transfer tax forms as are required by law, if any (the “Transfer Documents”); (xi) assignments or transfers of Seller’s rights to any security deposit that is not in the form of cash or the reissuance of any letter of credit, as Purchaser shall elect in its sole discretion by a written notice delivered to Seller before the Due Diligence Period expires; (xii) originals, or if Seller does not possess originals, copies, of all permits, warranties, and Leases in Seller’s possession; (xiii) all keys, access codes, tenant files, and other similar items in Seller’s possession and Property Manager’s possession; and (xiv) any evidence of Seller’s power and authority to enter into execute this Agreement and related documents as Purchaser may reasonably request; (e) any transfer tax statement and affidavit, declaration and filing that may be required by the state, county and municipality, as applicable, in which a Property is located in order to record each Deed; (f) such other instruments and documents which shall be necessary in connection with the transaction that Title Insurer contemplated herein and which do not impose, create, or Purchaser reasonably requests. potentially create any liability or expense upon Seller not expressly required under this Agreement; (g) an assignment and assumption of each Master Land and Building Lease identified on Schedule 4.1, as may be modified prior to Closing pursuant to a lease amendment acceptable to Seller, Tenant (as hereinafter defined) and Purchaser may (each, a “Master Lease” and collectively, the “Master Leases”) in the form attached hereto as Exhibit B with such modifications as are necessary to be recorded in each county in which a Property is located (collectively, the “Lease Assignments”) executed by Seller; (h) Seller executed notices of sale with respect to the Properties; (i) one original assignment agreement for each pool of Properties covered by a Master Lease transferring to Purchaser Seller’s right, title and interest in and to any permits, licenses, warranties and guaranties relating to such Properties, if any, in the form attached hereto as Exhibit F; (j) an original estoppel certificate with respect to each Master Lease executed by Apro, LLC, a Delaware limited liability company (“Tenant”) in the form required by such Master Lease and dated no earlier than five (5) days prior to Closing (each, a “Tenant Estoppel” and collectively, the “Tenant Estoppels”); and (k) an original estoppel certificate executed by all other parties (to the extent Purchaser prepares and provides to Seller such estoppel certificate in accordance with Section 12.4 and to the extent such parties are required to execute such an estoppel certificate upon the request of Seller) to any applicable reciprocal easement agreement or declaration of covenants, conditions and/or restrictions affecting any of the Properties, if any, addressed or certified to Purchaser and Purchaser’s lender (if any) stating that such instrument is in full force and effect and is not modified (except as disclosed in such estoppel certificate) and, to the best knowledge of the party giving the estoppel, the other party or parties thereto is/are not in default under the applicable instrument and all amounts, if any, owing under the applicable agreement have been paid in full; notwithstanding any other statement in this Section 4, in the event that Seller is unable to deliver any estoppel certificate required under this clause (k) prior to the Closing Date, the Closing Date shall not be postponed, but Seller shall use its best efforts to assist Purchaser in obtaining such estoppel certificate as soon after the Closing Date as commercially practicable. Notwithstanding anything to the contrary herein, Seller shall deliver the Joint Tenant Estoppels to Purchaser at least five (5) days prior to the Closing Date. Seller’s obligation, if any, to provide the files and materials listed herein shall survive the Closing. The Closing Statement and Escrow Agent’s Closing Statement by fax may be signed in electronic or by emailed .pdf facsimile counterparts on the Closing Date. Seller shall make available for pick-up by Purchaser at Property Manager’s Mountain View office, within a reasonable time after the Closing Date, all of the original Leases and all plans and specifications, contracts, licenses and permits pertaining to the Property in Seller’s possession.

Seller’s Closing Deliveries. At the Closing, Seller shall execute (as necessary) and deliver deliver, or cause to Purchaser (either through escrow or as this Section 4.1 provides) each of the following documents: (i) one original Grant Deedbe executed and delivered, to Purchaser, in form and substance reasonably acceptable to Purchaser, the following: (a) A special warranty deed (subject only to the "Permitted Exceptions", as hereinafter defined); (iib) 2 original counterparts A xxxx of a sale (the "Xxxx of Sale Sale") conveying to Purchaser, without warranty, the Personal Property which may be located upon the Land and Improvements and which is used exclusively in the form attached to this Agreement as Exhibit Ebusiness operated thereon; (iiic) 2 original counterparts An assignment and assumption of the General Assignment in the form attached to this Agreement as Exhibit M Leases (the “General Assignment”"Assignment and Assumption") dated as of the Closing Date, assigning all of the Seller's right, title and interest in and to the Leases; and, to the extent necessary, also assigning all of Seller's right, title and interest in and to the service and maintenance contracts pertaining to the Property (ivcollectively, the "Contracts"); (d) one original Tenant notification agreements (the "Tenant Notices"), dated as of the Closing Date, and complying with applicable statutes in order to relieve Seller of liability for tenant notice for each security deposits, if any, notifying the tenants that the Property has been sold to Purchaser and directing the tenants thereafter to pay rentals to Purchaser (or Purchaser's designated agent); (e) To the extent in Seller's possession or under Seller's reasonable control, the originals of the Contracts, the Leases, and all tenant correspondence and other correspondence pertaining to the ongoing operation of the Property, substantially in as-built plans and specifications, maintenance and service contracts, and all licenses, permits and certificates of occupancy for the form attached to this Agreement as Exhibit F (each, a “Notice to Tenant”)Real Property or the Improvements; (vf) Seller’s non-foreign affidavitAn updated Rent Roll, in the form of the Rent Roll attached to this Agreement as Exhibit Ghereto, dated within five (5) days of the date of the Closing; (vig) a California form 593-C non-foreign affidavit executed by To the extent in the possession of Seller or Seller's Property manager, copies of all engineering and maintenance records for the Property; (viih) one counterpart Such title affidavits as are reasonably required by the title company insuring title to the Real Property on behalf of Purchaser (but not an owner's affidavit covering the “Joint Closing Statement”"Purchaser Created Liens," as hereinafter defined, as Section 4.3 of this Agreement defines that term; (viii) one counterpart of or indemnifying the final and agreed-upon closing statement prepared by Escrow Agent (the “Escrow Agent’s Closing Statement”title company for such Purchaser Created Liens); (ixi) Documentary evidence of termination authority of both the existing property management agreement with United Capital Corporation (“Property Manager”), and Seller to consummate the leasing agreement with Colliers Internationaltransaction contemplated hereunder; (xj) such transfer tax forms as are required by law, if any An executed original of a sale closing statement (the “Transfer Documents”); (xi"Closing Statement") assignments or transfers of Seller’s rights to any security deposit that is not in the form of cash or the reissuance of any letter of credit, as Purchaser shall elect in its sole discretion by a written notice delivered and substance mutually agreeable to Seller before the Due Diligence Period expires; (xii) originals, or if Seller does not possess originals, copies, of all permits, warranties, and Leases in Seller’s possession; (xiii) all keys, access codes, tenant files, and other similar items in Seller’s possession and Property Manager’s possessionPurchaser; and (xivk) any evidence Written confirmation from the Seller that all representations and warranties of Seller’s power the Seller set forth herein at Section 10.1 are and authority continue to enter into this transaction that Title Insurer or Purchaser reasonably requests. Seller be true, accurate and Purchaser may execute and deliver the Joint Closing Statement and Escrow Agent’s Closing Statement by fax or by emailed .pdf counterparts on the Closing Date. Seller shall make available for pick-up by Purchaser at Property Manager’s Mountain View office, within a reasonable time after complete as of the Closing Date, all or if not, the extent and nature of any material changes to such representations and warranties. If there is a material, adverse change in the representations and warranties of Seller, Purchaser shall have the right to terminate this Agreement, without a return of the original Leases and all plans and specificationsDeposit, contracts, licenses and permits pertaining to the Property except as set forth in Seller’s possession.Exhibit "B". 4.3

Seller’s Closing Deliveries. At the Closing, Seller shall execute (as necessary) and deliver to Purchaser (either through escrow or as this Section 4.1 provides) each of the following documentsBuyer: (i) one original Grant Deeda duly executed xxxx of sale relating to the Assets, reasonably satisfactory in form acceptable and substance to Purchaser, subject to the Permitted ExceptionsBuyer; (ii) 2 original counterparts a duly executed copy of a Xxxx each of Sale the Ancillary Agreements (as defined in the form attached to this Agreement as Exhibit ESection 1.9); (iii) 2 original counterparts a duly executed copy of the General Assignment in the form attached to this Agreement Forza Release (as Exhibit M (the “General Assignment”) defined below); (iv) one original tenant notice for each tenant a duly executed copy of an assignment and assumption agreement pertaining to the Property, substantially in Contracts and the form attached to this Agreement as Exhibit F (each, a “Notice to Tenant”)Assumed Liabilities; (v) Seller’s non-foreign affidavit, in the form attached any consents necessary pursuant to this Agreement as Exhibit GSCHEDULE 2.2; (vi) a California form 593-C non-foreign affidavit executed all such other instruments as shall be reasonably requested by Sellerthe Buyer to vest fully in the Buyer good and indefeasible title to the Assets, including, but not limited to, patent and patent license transfers and trademark assignments; and (vii) one counterpart a favorable opinion of the “Joint Closing Statement”counsel, as Section 4.3 of this Agreement defines that term; (viii) one counterpart of the final and agreed-upon closing statement prepared by Escrow Agent (the “Escrow Agent’s Closing Statement”); (ix) evidence of termination of both the existing property management agreement with United Capital Corporation (“Property Manager”), and the leasing agreement with Colliers International; (x) such transfer tax forms as are required by law, if any (the “Transfer Documents”); (xi) assignments or transfers of Seller’s rights to any security deposit that is not in the form of cash or the reissuance of any letter of credit, as Purchaser shall elect in its sole discretion by a written notice delivered to Seller before the Due Diligence Period expires; (xii) originals, or if Seller does not possess originals, copies, of all permits, warranties, and Leases in Seller’s possession; (xiii) all keys, access codes, tenant files, and other similar items in Seller’s possession and Property Manager’s possession; and (xiv) any evidence of Seller’s power and authority to enter into this transaction that Title Insurer or Purchaser reasonably requests. Seller and Purchaser may execute and deliver the Joint Closing Statement and Escrow Agent’s Closing Statement by fax or by emailed .pdf counterparts on the Closing Date. Seller shall make available for pick-up by Purchaser at Property Manager’s Mountain View office, within a reasonable time after dated the Closing Date, all from Xxxxxx & Xxxxxxx, a Professional Corporation, counsel to the Seller, in form and substance satisfactory to the Buyer, to the effect that (a) Seller has been duly incorporated and is validly existing as a corporation in good standing under the laws of the original Leases State of New York; (b) this Agreement and the Ancillary Agreements have been duly authorized, executed and delivered by all plans necessary corporate actions, and specificationsare the legal, contractsvalid and binding obligation of the Seller and are enforceable against the Seller in accordance with their terms, licenses except as the enforceability may be limited by (x) equitable principles of general applicability or (y) bankruptcy, insolvency, reorganization, fraudulent conveyance or similar laws affecting the rights of creditors generally; (c) Seller is not required to obtain shareholder approval of the consummation of the transactions contemplated under this Agreement and permits pertaining the Ancillary Agreements under any applicable Laws; (d) the Forza Release is a full and complete release of any obligation on the part of Seller or Buyer as successor owner to the Property Assets to sell the Assets to Forza or any right by Forza to purchase the Assets known to such counsel; and (e) the execution, delivery and performance of this Agreement and the Ancillary Agreements by the Seller, and the consummation of the transactions contemplated in the Agreement and the Ancillary Agreements, will not constitute a breach or violation of, or default under, the Articles of Incorporation or bylaws of the Seller or any Law applicable to the Seller’s possession, or violate or conflict with or result in breach of, or constitute a default under (or an event which, with notice or lapse of time or both, would constitute a default under), any contract, indenture, loan agreement, order, decree or instrument to which the Seller is a party or by which it or its assets are bound known to such counsel. In rendering such opinion, such counsel may rely upon certificates of public officials and of officers of the Seller as to matters of fact.

Seller’s Closing Deliveries. At Closing, Seller shall execute (as necessary) and deliver to Purchaser (either through escrow or as this Section 4.1 providesotherwise provided below) each of the following documentsdocuments described below: (i) one original Grant “Special” or “Limited” Warranty Deed, in form acceptable to PurchaserTitle Insurer, warranting title to the Real Property against all persons claiming by, through or under Seller, but not otherwise, subject to the exceptions listed on attached Exhibit F and any other matters which become Permitted ExceptionsExceptions pursuant to Section 3; (ii) 2 two original counterparts of a Xxxx xxxx of Sale sale and assignment and assumption of leases and contracts with respect to the Property, in the form attached to this Agreement hereto as Exhibit EG (the “Xxxx of Sale and Assignment”); (iii) 2 original counterparts of the General Assignment in the form attached to this Agreement as Exhibit M (the “General Assignment”) (iv) one original tenant notice for letter to each tenant of with respect to the Property, substantially in the form attached to this Agreement hereto as Exhibit F H (eachto be delivered outside of Closing); (iv) one original notice letter to each Service Contract vendor with respect to the Property, a “Notice substantially in the form attached hereto as Exhibit I (to Tenant”be delivered outside of Closing); (v) Seller’s non-foreign affidavit, in the form attached to this Agreement hereto as Exhibit GJ; (vi) a California form 593-C non-foreign affidavit executed by Seller; (vii) one counterpart of the “Joint Closing Statement”, Statement (as defined in Section 4.3 of this Agreement defines that term4.3); (viiivii) one counterpart of the final and agreed-upon closing statement prepared by Escrow Agent (the “Escrow Agent’s Closing Statement”); (ixviii) evidence of termination of both (a) the existing property management agreement with United Capital Corporation Equity Office Management, L.L.C., a Delaware limited liability company (“Property Manager”), ) and (b) the leasing brokerage agreement with Colliers InternationalProperty Manager, together with a broker’s lien waiver executed by Property Manager, which lien waiver may exclude any Protected Tenants (as defined in Section 4.8); (ix) a list of Protected Tenants with respect to the Property; (x) such transfer tax forms as are required by law, if any (the “Transfer Documents”); (xi) assignments or transfers of Seller’s rights to any security deposit that is not in the form of cash or the reissuance of any letter of credit, as Purchaser shall elect in its sole discretion by a written notice delivered to Seller before the Due Diligence Period expirescash; (xii) originals, or if a rent roll used by Seller does not possess originals, copies, in the ordinary course of all permits, warranties, and Leases in Seller’s possessionbusiness; (xiii) all keys, access codes, tenant files, and other similar items two (2) original counterparts of a Master Lease (as defined in Seller’s possession and Property Manager’s possessionSection 8.9 hereof); and (xiv) any an executed copy of the Declaration (as defined in Section 8.6) and (xv) such evidence of Seller’s power and authority to enter into this transaction that as the Title Insurer or Purchaser may reasonably requestsrequest. Seller and Purchaser may execute and deliver the The Joint Closing Statement and Escrow Agent’s Closing Statement by fax or by emailed .pdf may be signed in facsimile counterparts on the Closing Date. To the extent available, Seller shall make available for pick-up by Purchaser at leave, and/or cause the Property Manager’s Mountain View office, within a reasonable time Manager to leave and/or deliver promptly after the Closing Date, Date all of the original Leases and Service Contracts, and warranties, all correspondence and working files maintained by the Property Manager relating to the Property, and, to the extent available and in Seller’s possession, originals and/or copies of all plans and specifications, contracts, licenses licenses, permits, keys, access cards and permits Tangible Personal Property pertaining to the Property in Seller’s possessionProperty, at the respective Property.