Sale, Purchase And Escrow Agreement Sample Contracts

Hines Global Reit II, Inc. – SALE, PURCHASE AND ESCROW AGREEMENT BETWEEN NOP COTTONWOOD HOLDINGS, LLC (Seller) AND HGREIT II COTTONWOOD CENTER LLC (Purchaser) And (May 19th, 2016)

THIS SALE, PURCHASE AND ESCROW AGREEMENT ("Agreement") is made as of May 13, 2016, (the "Effective Date") by and between NOP COTTONWOOD HOLDINGS, LLC, a Delaware limited liability company ("Seller"), and HGREIT II COTTONWOOD CENTER LLC, a Delaware limited liability company ("Purchaser").

SALE, PURCHASE AND ESCROW AGREEMENT BETWEEN DRAWBRIDGE PATRICK HENRY, LLC, a Delaware Limited Liability Company, as Seller, AND FABRITEK, INC., a California Corporation, as Purchaser AND FIRST AMERICAN NATIONAL TITLE INSURANCE COMPANY, as Escrow Agent (May 5th, 2015)

THIS SALE, PURCHASE AND ESCROW AGREEMENT, dated as of February 11, 2015 (the Effective Date), is made by and between DRAWBRIDGE PATRICK HENRY, LLC, a Delaware limited liability company (Seller), as seller, and FABRITEK, INC., a California corporation (Purchaser), as purchaser, and constitutes (i) a contract of sale and purchase between the parties and (ii) an escrow agreement among Seller, Purchaser and FIRST AMERICAN NATIONAL TITLE INSURANCE COMPANY (Escrow Agent), the consent of which appears at the end hereof.

Industrial Property Trust Inc. – SALE, PURCHASE AND ESCROW AGREEMENT AMONG PEACHTREE NORTH BUSINESS PARK, LLC a Georgia Limited Liability Company (Seller) AND IPT ACQUISITIONS LLC a Delaware Limited Liability Company (Purchaser) AND CALLOWAY TITLE AND ESCROW, LLC (Escrow Agent) (January 16th, 2015)

This Agreement, dated as of December 9, 2014 (the Effective Date), is made by and between PEACHTREE NORTH BUSINESS PARK, LLC, a Georgia limited liability company (Seller), and IPT ACQUISITIONS, LLC, a Delaware limited liability company (Purchaser), and constitutes (i) a contract of sale and purchase between the parties and (ii) an escrow agreement among Seller, Purchaser and CALLOWAY TITLE AND ESCROW, LLC, a Georgia limited liability company (Escrow Agent), the consent of which appears at the end hereof.

KBS Legacy Partners Apartment REIT, Inc. – SALE, PURCHASE AND ESCROW AGREEMENT BETWEEN EDEN PRAIRIE WATERTOWER, LLC (Seller) AND KBS-LEGACY APARTMENT COMMUNITY REIT VENTURE, LLC (Purchaser) AND STEWART TITLE GUARANTY COMPANY (Escrow Agent) November 29, 2012 (February 6th, 2013)

This Sale, Purchase and Escrow Agreement (Agreement), dated as of November 29, 2012, is made by and between EDEN PRAIRIE WATERTOWER, LLC, a Delaware limited liability company (Seller), and KBS-LEGACY APARTMENT COMMUNITY REIT VENTURE, LLC, a Delaware limited liability company (Purchaser), and constitutes (i) a contract of sale and purchase between the parties and (ii) an escrow agreement among Seller, Purchaser and STEWART TITLE GUARANTY COMPANY (Escrow Agent), the consent of which appears at the end of this Agreement.

KBS Legacy Partners Apartment REIT, Inc. – Assignment and Assumption of Sale, Purchase and Escrow Agreement (February 6th, 2013)

This Assignment and Assumption of Sale, Purchase and Escrow Agreement (Assignment) is entered into between KBS Capital Advisors LLC, a Delaware limited liability company (Assignor), and KBS Legacy Partners Watertower LLC, a Delaware limited liability company (Assignee), as of December 12, 2012 (the Effective Date).

KBS Legacy Partners Apartment REIT, Inc. – Assignment and Assumption of Sale, Purchase and Escrow Agreement (February 6th, 2013)

This Assignment and Assumption of Sale, Purchase and Escrow Agreement (Assignment) is entered into between KBS-Legacy Apartment Community REIT Venture, LLC, a Delaware limited liability company (Assignor), and KBS Capital Advisors LLC, a Delaware limited liability company (Assignee), as of December 12, 2012 (the Effective Date).

KBS Real Estate Investment Trust III, Inc. – SALE, PURCHASE AND ESCROW AGREEMENT BETWEEN BROOKFIELD DB INC. (Seller) AND KBS CAPITAL ADVISORS LLC (Purchaser) AND COMMONWEALTH LAND TITLE INSURANCE COMPANY (Escrow Agent) (February 6th, 2013)

This Declaration of Easements and Covenants (this Declaration) is made as of this day of , 2013, by Brookfield DB Inc., a Minnesota corporation (Declarant).

KBS Real Estate Investment Trust III, Inc. – Reinstatement and First Amendment to Sale, Purchase and Escrow Agreement (February 6th, 2013)

This Declaration of Easements and Covenants (this Declaration) is made as of this day of , 2013, by Brookfield DB Inc., a Minnesota corporation (Declarant).

KBS Legacy Partners Apartment REIT, Inc. – First Amendment to Sale, Purchase and Escrow Agreement (February 6th, 2013)

THIS FIRST AMENDMENT TO SALE, PURCHASE AND ESCROW AGREEMENT (Amendment) is made and entered into as of December 7, 2012 by and between EDEN PRAIRIE WATERTOWER, LLC a Delaware limited liability company (Seller) and KBS-LEGACY APARTMENT COMMUNITY REIT VENTURE, LLC, a Delaware limited liability company (Purchaser, and together with Seller, each a Party; and together the Parties).

Pacific Office Properties Trust Inc. – Second Amendment to Sale, Purchase and Escrow Agreement (Property Pool A) (January 3rd, 2011)

This Second Amendment to Sale, Purchase and Escrow Agreement (Property Pool A) (this Second Amendment) is made and entered into as of October 22, 2010, by and among GRE Glendale LLC, a Delaware limited liability company (Glendale Seller), GRE Empire Towers LP, a Delaware limited partnership (Empire Towers Seller), GRE Cornerstone LLC, a Delaware limited liability company (Cornerstone Seller), GRE Kearny Mesa LP, a Delaware limited partnership (Mesa Seller), GRE Rio Vista LP, a Delaware limited partnership (Rio Vista Seller), GRE Walnut Creek LLC, a Delaware limited liability company (Walnut Creek Seller and with Glendale Seller, Empire Towers Seller, Cornerstone Seller, Mesa Seller, and Rio Vista Seller, each individually a Seller and, collectively, Sellers), and Pacific Office Properties, L.P., a Delaware limited partnership (Purchaser).

Pacific Office Properties Trust Inc. – Third Amendment to Sale, Purchase and Escrow Agreement (Property Pool A) (January 3rd, 2011)

This Third Amendment to Sale, Purchase and Escrow Agreement (Property Pool A) (this Third Amendment) is made and entered into as of November 29, 2010, by and among GRE Glendale LLC, a Delaware limited liability company (Glendale Seller), GRE Empire Towers LP, a Delaware limited partnership (Empire Towers Seller), GRE Cornerstone LLC, a Delaware limited liability company (Cornerstone Seller), GRE Kearny Mesa LP, a Delaware limited partnership (Mesa Seller), GRE Rio Vista LP, a Delaware limited partnership (Rio Vista Seller), GRE Walnut Creek LLC, a Delaware limited liability company (Walnut Creek Seller and with Glendale Seller, Empire Towers Seller, Cornerstone Seller, Mesa Seller, and Rio Vista Seller, each individually a Seller and, collectively, Sellers), and Pacific Office Properties, L.P., a Delaware limited partnership (Purchaser).

Pacific Office Properties Trust Inc. – Second Amendment to Sale, Purchase and Escrow Agreement (Property Pool B) (January 3rd, 2011)

This Second Amendment to Sale, Purchase and Escrow Agreement (Property Pool B) (this Second Amendment) is made and entered into as of October 22, 2010, by and among GRE Carlton Plaza LP, a Delaware limited partnership (Carlton Plaza Seller), Tustin-Michelle Partners LLC, a Delaware limited liability company (Toshiba Seller), GRE Warner Desoto LLC, a Delaware limited liability company (Warner Desoto), GRE Warner Califa LLC, a Delaware limited liability company (Warner Califa), GRE Warner Canoga LLC, a Delaware limited liability company (Warner Canoga and with Warner Desoto and Warner Califa, collectively, Warner Seller), GRE Empire Towers Four LLC, a Delaware limited liability company (Empire IV Seller), GRE Foothill LLC, a Delaware limited liability company (Foothill Seller), GRE Mira Mesa LLC, a Delaware limited liability company (Alta Sorrento Seller and with Carlton Plaza Seller, Toshiba Seller, Warner Seller, Empire IV Seller, and Foothill Seller, each individually a Seller and, co

Pacific Office Properties Trust Inc. – Third Amendment to Sale, Purchase and Escrow Agreement (Property Pool B) (January 3rd, 2011)

This Third Amendment to Sale, Purchase and Escrow Agreement (Property Pool B) (this Third Amendment) is made and entered into as of November 29, 2010, by and among GRE Carlton Plaza LP, a Delaware limited partnership (Carlton Plaza Seller), Tustin-Michelle Partners LLC, a Delaware limited liability company (Toshiba Seller), GRE Warner Desoto LLC, a Delaware limited liability company (Warner Desoto), GRE Warner Califa LLC, a Delaware limited liability company (Warner Califa), GRE Warner Canoga LLC, a Delaware limited liability company (Warner Canoga and with Warner Desoto and Warner Califa, collectively, Warner Seller), GRE Empire Towers Four LLC, a Delaware limited liability company (Empire IV Seller), GRE Foothill LLC, a Delaware limited liability company (Foothill Seller), GRE Mira Mesa LLC, a Delaware limited liability company (Alta Sorrento Seller and with Carlton Plaza Seller, Toshiba Seller, Warner Seller, Empire IV Seller, and Foothill Seller, each individually a Seller and, col

Maui Land & Pineapple Company – Kapalua Bay Golf Course Sale, Purchase and Escrow Agreement (November 2nd, 2010)

This Sale, Purchase and Escrow Agreement (this Agreement), dated as of September 16, 2010 (the Effective Date), is made by and among MAUI LAND & PINEAPPLE COMPANY, INC., a Hawaii corporation (MLP or Seller), and TY MANAGEMENT CORPORATION, a Hawaii corporation (Purchaser), and constitutes (i) a contract of sale and purchase between the parties and (ii) an escrow agreement among Seller, Purchaser and TITLE GUARANTY ESCROW SERVICES, INC. (Escrow Agent), the consent of which appears at the end hereof.

Pacific Office Properties Trust Inc. – First Amendment to Sale, Purchase and Escrow Agreement (Property Pool A) (October 4th, 2010)

This First Amendment to Sale, Purchase and Escrow Agreement (Property Pool A) (this First Amendment) is made and entered into as of August 30, 2010, by and among GRE Glendale LLC, a Delaware limited liability company (Glendale Seller), GRE Empire Towers LP, a Delaware limited partnership (Empire Towers Seller), GRE Cornerstone LLC, a Delaware limited liability company (Cornerstone Seller), GRE Kearny Mesa LP, a Delaware limited partnership (Mesa Seller), GRE Rio Vista LP, a Delaware limited partnership (Rio Vista Seller), GRE Walnut Creek LLC, a Delaware limited liability company (Walnut Creek Seller and with Glendale Seller, Empire Towers Seller, Cornerstone Seller, Mesa Seller, and Rio Vista Seller, each individually a Seller and, collectively, Sellers), and PACIFIC OFFICE MANAGEMENT, INC., a Delaware corporation (Purchaser).

Pacific Office Properties Trust Inc. – First Amendment to Sale, Purchase and Escrow Agreement (Property Pool B) (October 4th, 2010)

This First Amendment to Sale, Purchase and Escrow Agreement (Property Pool B) (this First Amendment) is made and entered into as of August 30, 2010, by and among GRE Carlton Plaza LP, a Delaware limited partnership (Carlton Plaza Seller), Tustin-Michelle Partners LLC, a Delaware limited liability company (Toshiba Seller), GRE Warner Desoto LLC, a Delaware limited liability company (Warner Desoto), GRE Warner Califa LLC, a Delaware limited liability company (Warner Califa), GRE Warner Canoga LLC, a Delaware limited liability company (Warner Canoga and with Warner Desoto and Warner Califa, collectively, Warner Seller), GRE Empire Towers Four LLC, a Delaware limited liability company (Empire IV Seller), GRE Foothill LLC, a Delaware limited liability company (Foothill Seller), GRE Mira Mesa LLC, a Delaware limited liability company (Alta Sorrento Seller and with Carlton Plaza Seller, Toshiba Seller, Warner Seller, Empire IV Seller, and Foothill Seller, each individually a Seller and, colle

Pacific Office Properties Trust Inc. – SALE, PURCHASE AND ESCROW AGREEMENT (PROPERTY POOL B) BETWEEN GRE Carlton Plaza LP, a Delaware Limited Partnership Tustin-Michelle Partners LLC, a Delaware Limited Liability Company GRE Warner Desoto LLC, a Delaware Limited Liability Company GRE Warner Califa LLC, a Delaware Limited Liability Company GRE Warner Canoga LLC, a Delaware Limited Liability Company GRE Empire Towers Four LLC, a Delaware Limited Liability Company GRE Foothill LLC, a Delaware Limited Liability Company GRE Mira Mesa LLC, a Delaware Limited Liability Company (Collectively, Sellers) AND PACIFIC OFFICE MANAGEMENT, INC. (P (October 4th, 2010)

This Agreement, dated as of August 13, 2010, is made by and among GRE Carlton Plaza LP, a Delaware limited partnership (Carlton Plaza Seller), Tustin-Michelle Partners LLC, a Delaware limited liability company (Toshiba Seller), GRE Warner Desoto LLC, a Delaware limited liability company (Warner Desoto), GRE Warner Califa LLC, a Delaware limited liability company (Warner Califa), GRE Warner Canoga LLC, a Delaware limited liability company (Warner Canoga and with Warner Desoto and Warner Califa, collectively, Warner Seller), GRE Empire Towers Four LLC, a Delaware limited liability company (Empire IV Seller), GRE Foothill LLC, a Delaware limited liability company (Foothill Seller), GRE Mira Mesa LLC, a Delaware limited liability company (Alta Sorrento Seller and with Carlton Plaza Seller, Toshiba Seller, Warner Seller, Empire IV Seller, and Foothill Seller, each individually a Seller and, collectively, Sellers), and Pacific Office Management, Inc., a Delaware corporation (Purchaser) and c

Pacific Office Properties Trust Inc. – SALE, PURCHASE AND ESCROW AGREEMENT (PROPERTY POOL A) BETWEEN GRE Glendale LLC, a Delaware Limited Liability Company GRE Empire Towers LP, a Delaware Limited Partnership GRE Cornerstone LLC, a Delaware Limited Liability Company GRE Kearny Mesa LP, a Delaware Limited Partnership GRE Rio Vista LP, a Delaware Limited Partnership GRE Walnut Creek LLC, a Delaware Limited Liability Company (Collectively, Sellers) AND PACIFIC OFFICE MANAGEMENT, INC. (Purchaser) AND FIRST AMERICAN TITLE INSURANCE COMPANY (Escrow Agent) (October 4th, 2010)

This Agreement, dated as of August 12, 2010, is made by and among GRE Glendale LLC, a Delaware limited liability company (Glendale Seller), GRE Empire Towers LP, a Delaware limited partnership (Empire Towers Seller), GRE Cornerstone LLC, a Delaware limited liability company (Cornerstone Seller), GRE Kearny Mesa LP, a Delaware limited partnership (Mesa Seller), GRE Rio Vista LP, a Delaware limited partnership (Rio Vista Seller), GRE Walnut Creek LLC, a Delaware limited liability company (Walnut Creek Seller and with Glendale Seller, Empire Towers Seller, Cornerstone Seller, Mesa Seller, and Rio Vista Seller, each individually a Seller and, collectively, Sellers), and PACIFIC OFFICE MANAGEMENT, INC., a Delaware corporation (Purchaser) and constitutes (i) a contract of sale and purchase between the parties and (ii) an escrow agreement among Seller, Purchaser and FIRST AMERICAN TITLE INSURANCE COMPANY (Escrow Agent), the consent of which appears at the end hereof.

HCI Group – SALE, PURCHASE AND ESCROW AGREEMENT BETWEEN CAT-FLA OWNER LLC a Delaware Limited Liability Company AND HCPCI HOLDINGS LLC, a Florida Limited Liability Company (Purchaser) AND DRIVER, MCAFEE, PEEK & HAWTHORNE, P.L. (Escrow Agent) (May 14th, 2010)

This Sale, Purchase and Escrow Agreement (Agreement), dated as of April , 2010 (the Effective Date), is made by and between CAT-FLA OWNER LLC, a Delaware limited liability company (Seller), and HCPCI HOLDINGS LLC, a Florida limited liability company (Purchaser), and constitutes (i) a contract of sale and purchase between the parties and (ii) an escrow agreement among Seller, Purchaser and DRIVER, MCAFEE, PEEK & HAWTHORNE, P.L. (Escrow Agent), the consent of which appears at the end hereof.

SALE, PURCHASE AND ESCROW AGREEMENT BETWEEN SAF BURROUGHS MILLS LLC (Seller) AND BEHRINGER HARVARD MULTIFAMILY OP I LP (Purchaser) AND PARTNERS TITLE COMPANY (Escrow Agent) (November 13th, 2009)

This Agreement, dated as of August 7, 2009 (the Effective Date), is made by and between SAF Burroughs Mills LLC, a Delaware limited liability company (Seller), and Behringer Harvard Multifamily OP I LP, a Delaware limited partnership (Purchaser) and constitutes (i) a contract of sale and purchase between the parties and (ii) an escrow agreement among Seller, Purchaser and Partners Title Company (Escrow Agent), the consent of which appears at the end hereof.

Assignment and Assumption of Sale, Purchase and Escrow Agreement (November 13th, 2009)

THIS ASSIGNMENT is made and entered into as of this 12th day of September, 2009, by and between BEHRINGER HARVARD MULTIFAMILY OP I LP, a Delaware limited partnership any (hereinafter referred to as Assignor), and BEHRINGER HARVARD BURROUGHS MILL REIT, LLC, a Delaware limited liability company (hereinafter referred to as Assignee).

Maui Land & Pineapple Company – Sale, Purchase and Escrow Agreement (April 1st, 2009)

This Sale, Purchase and Escrow Agreement (this Agreement), dated as of March 17, 2009 (the Effective Date), is made by and among MAUI LAND & PINEAPPLE COMPANY, INC., a Hawaii corporation (MLP), KAPALUA LAND COMPANY, LTD., a Hawaii corporation (KLC and collectively with MLP, Seller), and TY MANAGEMENT CORPORATION, a Hawaii corporation (Purchaser), and constitutes (i) a contract of sale and purchase between the parties and (ii) an escrow agreement among Seller, Purchaser and TITLE GUARANTY ESCROW SERVICES, INC. (Escrow Agent), the consent of which appears at the end hereof.

SALE, PURCHASE AND ESCROW AGREEMENT BETWEEN VERANDAH OWNER LIMITED PARTNERSHIP AND HARVARD PROPERTY TRUST, LLC (Purchaser) AND PARTNERS TITLE COMPANY (Escrow Agent) (March 31st, 2009)

This Agreement, dated as of January 26, 2009, is made by and between Verandah Owner Limited Partnership, a Delaware limited partnership (Seller), and Harvard Property Trust, LLC, a Delaware limited liability company (Purchaser) and constitutes (i) a contract of sale and purchase between the parties and (ii) an escrow agreement among Seller, Purchaser and Partners Title Company (Escrow Agent), the consent of which appears at the end hereof.

Assignment and Assumption of Sale, Purchase and Escrow Agreement (March 31st, 2009)

THIS ASSIGNMENT is made and entered into as of this 28th day of January, 2009, by and between HARVARD PROPERTY TRUST, LLC, a Delaware limited liability company (hereinafter referred to as Assignor), and BEHRINGER HARVARD MULTIFAMILY OP I LP, a Delaware limited partnership (hereinafter referred to as Assignee).

First Amendment to Sale, Purchase and Escrow Agreement (March 31st, 2009)

THIS FIRST AMENDMENT TO SALE, PURCHASE AND ESCROW AGREEMENT (the Amendment) is made and entered into effective as of February 20, 2009, by and between Verandah Owner Limited Partnership, a Delaware limited partnership (Seller), and Behringer Harvard Multifamily OP I LP, a Delaware limited partnership (Purchaser) with reference to the following recitals of fact:

Sale, Purchase and Escrow Agreement (July 7th, 2008)

This Sale, Purchase And Escrow Agreement (this "Agreement"), dated as of May 19, 2008 (the "Agreement Date"), is made by and among POINT.360, a California corporation ("Purchaser"), and HOLLYWOOD WAY OFFICE VENTURES, LLC, a California limited liability company ("Seller"), and constitutes (i) a contract of sale and purchase between Seller and Purchaser and (ii) an escrow agreement among Seller, Purchaser and COMMONWEALTH LAND TITLE INSURANCE COMPANY, as escrow agent ("Escrow Agent"), the consent of which appears at the end hereof.

KBS Real Estate Investment Trust, Inc. – SALE, PURCHASE AND ESCROW AGREEMENT BETWEEN NCFLA II OWNER LLC, a Delaware Limited Liability Company and NCFLA SABAL LLC, a Delaware Limited Liability Company (Collectively, as Seller) AND KBS CAPITAL ADVISORS LLC, a Delaware Limited Liability Company (Purchaser) AND COMMERCIAL PROPERTY TITLE, LLC (Escrow Agent) (March 29th, 2007)

This Sale, Purchase and Escrow Agreement (Agreement), dated as of December 20, 2006 (the Effective Date), is made by and between NCFLA II OWNER LLC, a Delaware limited liability company (NCFLA II Owner), and NCFLA SABAL LLC, a Delaware limited liability company (NCFLA Sabal; NCFLA II Owner and NCFLA Sabal may be collectively referred to herein as Seller), and KBS CAPITAL ADVISORS LLC, a Delaware limited liability company (Purchaser), and constitutes (i) a contract of sale and purchase between the parties and (ii) an escrow agreement among Seller, Purchaser and COMMERCIAL PROPERTY TITLE, LLC (Escrow Agent), the consent of which appears at the end hereof.

KBS Real Estate Investment Trust, Inc. – Amendment to Sale, Purchase and Escrow Agreement (March 29th, 2007)

THIS AMENDMENT TO SALE, PURCHASE AND ESCROW AGREEMENT (this Amendment) dated as of January 16, 2007, is entered into between KBS SABAL VI, LLC, a Delaware limited liability company (Purchaser), and NCFLA II OWNER LLC, a Delaware limited liability company, and NCFLA SABAL LLC, a Delaware limited liability company (collectively, Seller), with reference to the following recitals:

Tier Reit Inc – Reinstatement of and Second Amendment to Sale, Purchase and Escrow Agreement (December 6th, 2006)

This REINSTATEMENT OF AND SECOND TO AMENDMENT TO SALE, PURCHASE AND ESCROW AGREEMENT (this Amendment) is dated as of the 20th day of October, 2006, by and between NORTH ATLANTA REALTY ACQUISITION COMPANY, INC., a Delaware corporation (Seller), and HARVARD PROPERTY TRUST, LLC, a Delaware limited liability company (Buyer).

Tier Reit Inc – Reinstatement of and First Amendment to Sale, Purchase and Escrow Agreement (December 6th, 2006)

This REINSTATEMENT OF AND FIRST AMENDMENT TO SALE, PURCHASE AND ESCROW AGREEMENT (this Amendment) is dated as of the 16th day of October, 2006, by and between NORTH ATLANTA REALTY ACQUISITION COMPANY, INC., a Delaware corporation (Seller), and HARVARD PROPERTY TRUST, LLC, a Delaware limited liability company (Buyer).

Tier Reit Inc – Sale, Purchase and Escrow Agreement (December 6th, 2006)
Tier Reit Inc – Sale, Purchase and Escrow Agreement (October 4th, 2006)

This Sale, Purchase and Escrow Agreement (this Agreement), dated as of September 29, 2006, is made by and between NORTH ATLANTA REALTY ACQUISITION COMPANY, INC., a Delaware corporation (Seller), and HARVARD PROPERTY TRUST, LLC, a Delaware limited liability company (Buyer), and constitutes (i) a contract of sale and purchase between the parties and (ii) an escrow agreement between Seller, Buyer and PARTNERS TITLE COMPANY (Escrow Agent), the consent of which appears at the end hereof.

KBS Real Estate Investment Trust, Inc. – SALE, PURCHASE AND ESCROW AGREEMENT BETWEEN NCFLA II OWNER LLC, a Delaware Limited Liability Company AND KBS CAPITAL ADVISORS LLC, a Delaware Limited Liability Company (Purchaser) AND COMMERCIAL PROPERTY TITLE, LLC (Escrow Agent) (May 4th, 2006)

This Sale, Purchase and Escrow Agreement (Agreement), dated as of March , 2006 (the Effective Date), is made by and between NCFLA II OWNER LLC, a Delaware limited liability company (Seller), KBS CAPITAL ADVISORS LLC, a Delaware limited liability company (Purchaser), and constitutes (i) a contract of sale and purchase between the parties and (ii) an escrow agreement among Seller, Purchaser and COMMERCIAL PROPERTY TITLE, LLC (Escrow Agent), the consent of which appears at the end hereof.