Common use of Seller’s Closing Deliveries Clause in Contracts

Seller’s Closing Deliveries. At Closing, each Seller shall execute (as necessary) and deliver to Purchaser (either through escrow or as otherwise provided below) each of the documents described below (with respect to each Real Property owned by it): (i) one original special warranty deed in form attached hereto as Exhibit F-1 and otherwise acceptable to Title Insurer, subject only to the Permitted Exceptions; (ii) two original counterparts of a xxxx of 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 hereto as Exhibit G (the “Xxxx of Sale and General Assignment”); (iii) one original notice letter to each of the tenants as to the applicable Real Property, substantially in the form attached hereto as Exhibit H; (iv) one original notice letter to each vendor or contractor as to the applicable Real Property under an Assignable Service Contract or Assignable Construction Contracts, substantially in the form attached hereto as Exhibit I; (v) one original non-foreign affidavit, in the form attached hereto as Exhibit J; (vi) one counterpart of the Joint Closing Statement (as defined in Section 4.3 below); (vii) one counterpart of the final and agreed-upon closing statement prepared by the Title Company, in its capacity as escrow agent, “Escrow Agent” (the “Escrow Agent’s Closing Statement”); (viii) evidence of termination of all property management agreements, including without limitation (a) any existing master property management agreement with 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”) as to the applicable Real Property; (ix) such transfer tax forms, prepared and submitted in electronic format using xxxxx://xxxxx.xxxxxxxx.xxx/MyDec, as are required by law as to the applicable Real Property, if any (the “Transfer Declarations”); (x) to the extent assignable, assignments of such Sellers’ rights to any security deposit that is not in the form of 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 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 such letters, an indemnity agreement in the form attached hereto as Exhibit Q, executed by Seller; and (xii) 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 outstanding charges have been received. To the extent any Construction Contract is not assignable and the work thereunder is not completed by the Closing Date, the parties shall in good faith attempt to agree upon a delegation or other transfer of duties and rights thereunder which comply with the terms and conditions of such Construction Contract. The Joint Closing Statement and Escrow Agent’s Closing Statement may be signed in facsimile or PDF counterparts on the Closing Date. To the extent available and applicable, each Seller shall deliver all of the original 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, Licenses and Permits pertaining to such Sellers’ Real Property at the applicable Real Property. To the extent required by Title Insurer to issue the Owner Title Policy (defined in Section 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 ClosingOn or before the Closing Date, each Seller shall execute (as necessary) and deliver or cause to Purchaser (either through escrow or as otherwise provided below) be delivered at its expense each of the documents described below (with respect following items to each Buyer: Duly executed and acknowledged limited warranty deeds conveying the Real Property owned by it): (i) one original special warranty and the Improvements at Alpharetta and Marietta to Buyer with title as provided in Section 7.4, such deed in form attached hereto as Exhibit F-1 and otherwise acceptable to Title Insurer, subject only to the Permitted Exceptions; (ii) two original counterparts of a xxxx of 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 be in the form attached hereto as Exhibit G "L"; A duly executed bxxx of sale and general assignment (the “Xxxx "Bxxx of Sale Sale") conveying the Personal Property and General Assignment”); (iii) one original notice letter Intangible Property to each of the tenants as to the applicable Real Property, substantially 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 Assigned Contracts and any warranties and guaranties and agreements governing the Intangible Property in the form attached as Exhibit "G"; Duly executed assignments and assumptions of the Leases for Alpharetta and Marietta (the "Assignment of Leases") together with original counterparts of the Leases in the form attached as Exhibit "H"; (iv) one original notice letter to each vendor or contractor as to the applicable Real Property under an Assignable Service Contract or Assignable Construction Contracts, substantially A certificate of non-foreign status from Seller in the form attached hereto as Exhibit "I"; (v) one original non-foreign affidavit, 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 in form attached hereto as Exhibit J; (vi) one counterpart of the Joint Closing Statement (as defined in Section 4.3 below); (vii) one counterpart of the final and agreed-upon closing statement prepared by substance reasonably satisfactory to Buyer and the Title Company; A counterpart original of the closing statement duly executed by Seller; Pursuant to Section 5.5 above, all plans, building specifications, engineering and environmental reports in its capacity as escrow agent, “Escrow Agent” (the “Escrow Agent’s Closing Statement”); (viii) evidence possession of termination of all property management agreements, including without limitation (a) any existing master property management agreement with Equity Commonwealth Management LLC, a Delaware limited liability company (“EQC Management”) as Seller related to the applicable Real Property; A Certificate from Seller stating that all representations and warranties set forth in Section 4.1 hereof remain true, accurate and (b) any existing sub-management agreement complete as of the Closing Date in accordance with the property management company identified in the Company Disclosure Letter (“Property Manager”) as to the applicable Real Property; (ix) such transfer tax forms, prepared and submitted in electronic format using xxxxx://xxxxx.xxxxxxxx.xxx/MyDec, as are required provisions of this Agreement. A list of Leases certified by law as to the applicable Real Property, if any (the “Transfer Declarations”); (x) to the extent assignable, assignments of such Sellers’ rights to any security deposit that is not Seller in the form of 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 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 such letters, an indemnity agreement Exhibit "C" hereof. Notices to Tenants in the form attached hereto as of Exhibit Q, executed by Seller; and (xii) 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 outstanding charges have been received. To the extent any Construction Contract is not assignable and the work thereunder is not completed by the Closing Date, the parties shall in good faith attempt to agree upon a delegation or other transfer of duties and rights thereunder which comply with the terms and conditions of such Construction Contract. The Joint Closing Statement and Escrow Agent’s Closing Statement may be signed in facsimile or PDF counterparts on the Closing Date. To the extent available and applicable, each Seller shall deliver all of the original 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, Licenses and Permits pertaining to such Sellers’ Real Property at the applicable Real Property. To the extent required by Title Insurer to issue the Owner Title Policy (defined in Section 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"K" hereto.

Seller’s Closing Deliveries. At the Closing, Seller shall deliver, or cause to be delivered to Purchaser all of the following documents in form and substance satisfactory to Purchaser: (a) A certificate from each Seller shall execute Entity's secretary certifying as to the names and true signatures of the officers of such secretary's respective Seller Entity authorized to sign this Agreement and the other Transaction Documents to be delivered hereunder by such secretary's respective Seller Entity; (as necessaryb) Copies of (i) the resolutions duly adopted by the shareholders and deliver to Purchaser (either through escrow or as otherwise provided below) board of directors of Camco authorizing the execution, delivery and performance of this Agreement and each of the other Transaction Documents by Camco, and authorizing the consummation of all of the other transactions hereunder and thereunder by Camco, and (ii) the articles of incorporation and bylaws of Camco, each of the foregoing resolutions and documents described below certified as true, complete and accurate as of the Closing Date by the secretary of Camco; (with respect to each Real Property owned by it): c) Copies of (i) one original special warranty deed in form attached hereto as Exhibit F-1 the resolutions duly adopted by the shareholders and otherwise acceptable to Title Insurerboard of directors of SuperPawn authorizing the execution, subject only to delivery and performance of this Agreement and each of the Permitted Exceptions; other Transaction Documents by SuperPawn, and authorizing the consummation of all of the other transactions hereunder and thereunder by SuperPawn, and (ii) two original counterparts the articles of a xxxx incorporation and bylaws of sale and assignment and assumption of Assignable LeasesSuperPawn, Taken Service Contracts (as defined in the Company Disclosure Letter) and Assignable Construction Contracts as to the applicable Real Property in the form attached hereto as Exhibit G (the “Xxxx of Sale and General Assignment”); (iii) one original notice letter to each of the tenants foregoing resolutions and documents certified as to true, complete and accurate as of the applicable Real Property, substantially in Closing Date by the form attached hereto as Exhibit Hsecretary of SuperPawn; (ivd) one original notice letter to A certificate dated as of the Closing Date executed by Xxxx and an officer of each vendor Seller Entity, each certifying that the conditions specified in Section 4.2 that are not otherwise waived in writing by Seller and Xxxx have been fully satisfied or contractor waived by Seller and Xxxx and that the representations and warranties made by Seller and Xxxx in this Agreement are true and correct as to of the applicable Real Property under an Assignable Service Contract or Assignable Construction Contracts, substantially in the form attached hereto as Exhibit IClosing Date; (ve) one An original non-foreign affidavitcopy of the Xxxx of Sale, in the form of Exhibit "A" attached hereto as Exhibit J; and incorporated herein by this reference, signed by Seller (vi) one counterpart the "Xxxx of the Joint Closing Statement (as defined in Section 4.3 belowSale"); (viif) one counterpart An original copy of the final Assignment and agreed-upon closing statement prepared Assumption Agreement in the form of Exhibit "B" attached hereto and incorporated herein by the Title Company, in its capacity as escrow agent, “Escrow Agent” this reference signed by Seller (the “Escrow Agent’s Closing Statement”"Global Assignment"); (viiig) evidence An original copy of termination the Loan Assignment and Assumption Agreement in the form of Exhibit "C" attached hereto and incorporated herein by this reference signed by Seller (the "Loan Assignment"); (h) An original copy of the Non-Competition Agreement in the form of Exhibit "D" attached hereto and incorporated herein by this reference, signed by Seller, Mack, Waters, Rowan, and Xxxxx Xxxxxxx (the "Non-Competition Agreement"); (i) An original copy of the Escrow Agreement in the form of Exhibit "E" attached hereto and incorporated herein by this reference signed by Seller and Xxxx ("Escrow Agreement"); 25 <PAGE> (j) An original copy of the Master Ztrading Services and License Agreement and its accompanying Terms and Conditions Addendum, Service Level Addendum, Drop Services Addendum and Internet Sales Addendum, all in the form of Exhibit "F" attached hereto and incorporated herein by this reference, signed by Ztrading Industries, LLC, Seller and Xxxx (collectively, the "Software License Agreement"); (k) An original copy of a Lease Agreement for each parcel of Controlled Real Estate (there is to be a separate Lease Agreement for each piece of Controlled Real Estate) in the form of Exhibit "G" attached hereto and incorporated herein by this reference, each signed by the applicable landlord thereunder (each such Lease Agreement is referred to herein as a "Controlled Lease" and each Controlled Lease shall reflect the initial lease term base rent amounts applicable to each parcel of Controlled Real Estate set forth on Exhibit "H" attached hereto); (l) Original copies of each Contract Assignment Consent and of each Estoppel, to the extent the Estoppels are actually received by Seller, in form and substance reasonably satisfactory to Purchaser and Seller; (m) The Realty Conveyance Documents, signed by Seller, as applicable; (n) Original Certificates of Title transferring any vehicles included as part of the Assets to Purchaser signed by Seller; (o) An original copy of any assignments of all trademarks, patents, domain names, URLs, assumed names and other intellectual property management agreements, including without limitation (a) any existing master property management agreement with 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 included in the Company Disclosure Letter Assets signed by Seller (“the "Intellectual Property Manager”) as to the applicable Real PropertyAssignments"); (ixp) An original copy of the Supplemental Disclosure Agreement signed by Seller and Xxxx; (q) An original copy of the Human Resources Agreement ("HR Agreement") in the form of Exhibit "M" attached hereto signed by Seller and Xxxx; (r) An original copy of the Consulting Agreement in the form of Exhibit "N" attached hereto and incorporated herein by this reference signed by Camco ("Consulting Agreement"); (s) Original copies of all telephone transfer documents transferring Seller's telephone numbers included in the Assets to Purchaser and signed by Seller (the "Telephone Transfer Agreements"); (t) Pay-off letters from all of Seller's creditors who will be paid at Closing out of the Cash Consideration, together with appropriate written releases from such transfer tax forms, prepared creditors; (u) An original closing statement evidencing the Purchase Consideration and submitted in electronic format using xxxxx://xxxxx.xxxxxxxx.xxx/MyDecthe final amount payable by Purchaser to Seller hereunder, as are required the same may be adjusted by law any applicable credits, deductions or pro-rations to be made between the parties as to of the applicable Real PropertyClosing Date, if any (the “Transfer Declarations”"Closing Statement"); (xv) If requested by either Seller or Purchaser and if Seller and Purchaser are able to the extent assignable, assignments of such Sellers’ rights agree using good faith efforts on its form and substance prior to any security deposit that is not in the form of 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 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 such letters, an indemnity agreement in the form attached hereto as Exhibit Q, executed by Seller; and (xii) 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 outstanding charges have been received. To the extent any Construction Contract is not assignable and the work thereunder is not completed by the Closing Date, and subject to the terms of Section 4.16 below, an original Preliminary Purchase Consideration Allocation Agreement ("Preliminary Allocation Agreement") signed by Seller and Xxxx that allocates, on a preliminary basis, 26 <PAGE> the consideration given by Purchaser to Seller in connection with the transaction contemplated hereby to the various Assets prepared by Seller and Purchaser, with both parties shall acting reasonably and in good faith attempt to agree upon a delegation or other transfer of duties and rights thereunder which comply with the terms and conditions of such Construction Contract. The Joint Closing Statement and Escrow Agent’s Closing Statement may be signed in facsimile or PDF counterparts on the Closing Date. To the extent available and applicablefaith; provided, each Seller shall deliver all of the original 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 inhowever, the Property, plans amount allocated to the Non-Competition Agreement shall equal the Non-Competition Consideration; (w) A letter to the ATF describing Seller's post-Closing delivery of Seller's gun books and specifications, Licenses ATF forms to the ATF; and Permits pertaining to such Sellers’ Real Property at the applicable Real Property. To the extent required by Title Insurer to issue the Owner Title Policy (defined in Section 8.4 below), Seller agrees to deliver to Title Insurer such evidence of Sellers’ organization, power and authority and such x) Such other documents as the Title Insurer may reasonably require relating to issue the Owner Title Policy or to consummate the transactions contemplated under by this Agreement or as Purchaser may reasonably request and to which the documents parties mutually agree. (y) The consents and Estoppels described in Section 4.3(g) and on Schedule 4.3(g) hereto in form and substance reasonably satisfactory to be executed and delivered by Sellers at ClosingPurchaser, 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.extent the same are actually obtained by Seller; Section 4.5

Seller’s Closing Deliveries. At Closing, each Seller shall execute (as necessary) and deliver to Purchaser (either through escrow or as otherwise provided below) each of the documents described below (with respect to each Real Property owned by it): below: (i) one original special warranty deed Assignment and Assumption of Lease in the form of Exhibit P attached hereto in form attached hereto as Exhibit F-1 and otherwise acceptable to Title Insurer, subject only to the Permitted Exceptions; (ii) two original counterparts of a xxxx bxxx of sale and assignment and assumption of Assignable Leases, Taken Assignable Service Contracts (as defined in the Company Disclosure Letter) and Contracts, Assignable Construction Contracts as to the applicable Real Property and Intangible Property, in the form attached hereto as Exhibit G (the “Xxxx 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) one original notice letter to each of the tenants as to the applicable Real Propertytenants, substantially in the form attached hereto as Exhibit H; (iv) one original notice letter to each vendor or contractor as to the applicable Real Property under an Assignable Service Contract or Assignable Construction ContractsContract, substantially in the form attached hereto as Exhibit I; (v) one original Seller’s non-foreign affidavit, in the form attached hereto as Exhibit J; (vi) one counterpart of the Joint Closing Statement (as defined in Section 4.3 below); (vii) 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”); (viii) evidence of termination of all property management agreements, including without limitation (a) any existing master property management agreement with 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 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 the applicable Real Propertythis clause (c), such 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, prepared and submitted in electronic format using xxxxx://xxxxx.xxxxxxxx.xxx/MyDec, forms as are required by law as to the applicable Real Propertylaw, if any (the “Transfer DeclarationsDocuments”); (xxi) to a resignation letter from the extent assignable, “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 of such Sellers’ Seller’s rights to any security deposit that is not in the form of cash; , and (xixiii) a release letter of certificate from each of either (ax) the Illinois Department of Revenue stating that no assessed but unpaid tax penalties or interest are due under Section 9-902(d) evidence reasonably satisfactory to Purchaser of the 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 payment by Seller of any such letters, an indemnity agreement in the form attached hereto as Exhibit Q, executed by Seller; accrued parking tax due and (xii) a certificate from payable to the City of Chicago Department 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 Water Management stating that a final reading Seller to maintain, at all times prior to payment in full of the water meter at Accrued Parking Tax, a net worth of no less than $5,000,000) with respect to any loss, cost, damage or expense Purchaser may incur as a result of Seller’s failure to pay any Accrued Parking Tax. To the Property has been made and full payment of all outstanding charges have been receivedextent any Service Contract is not assignable, such contract shall not be assigned. To the extent any Construction Contract is a Retained Construction Contract and whether or not assignable the Construction Work thereunder is completed as of the Closing Date, then at Closing the parties shall enter into such agreement or instrument in form and substance as the work parties shall reasonably 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 by prior to the Closing DateClosing, the parties shall in good faith attempt enforcement of the obligation to agree upon a delegation or other transfer of duties and rights thereunder which comply with so complete the terms and conditions of Construction Work as contemplated by such Retained Construction Contract, in each instance as Purchaser may request in Purchaser’s sole discretion and at Purchaser’s sole cost and expense. The Joint Closing Statement and Escrow Agent’s Closing Statement may be signed in facsimile or PDF counterparts on the Closing Date. To the extent available and applicableavailable, each Seller shall deliver leave all of the original Leases, Taken Assignable Service Contracts (as defined in the Company Disclosure Letter)Contracts, Assignable Construction ContractsContracts (and any guaranties and warranties issued pursuant thereto and to be assigned to Purchaser), keys and electronic pass cards or devices to all entrance doors to, and equipment and utility rooms and vault boxes located in, the Propertykeys, plans and specifications, Licenses licenses and Permits permits pertaining to such Sellers’ Real the Property at the applicable Real Property. To the extent required by Title Insurer to issue the Owner Title Policy (defined in Section 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 the Closing, each Seller Sellers shall execute deliver or cause to be delivered to Buyer the following (as necessarycollectively, the “Sellers’ Closing Deliveries”): (a) and deliver to Purchaser A certificate of good standing (either through escrow or as otherwise provided belowcertificat de non-faillite) each of the documents described below (with respect to each Real Property owned by it): (i) one original special warranty deed in form attached hereto as Exhibit F-1 of A2iA and otherwise acceptable to Title Insurer, subject only to the Permitted Exceptions; (ii) two original counterparts of a xxxx of 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 hereto as Exhibit G (the “Xxxx of Sale and General Assignment”); (iii) one original notice letter to each of the tenants as to the applicable Real Property, substantially in the form attached hereto as Exhibit H; (iv) one original notice letter to each vendor or contractor as to the applicable Real Property under an Assignable Service Contract or Assignable Construction Contracts, substantially in the form attached hereto as Exhibit I; (v) one original non-foreign affidavit, in the form attached hereto as Exhibit J; (vi) one counterpart of the Joint Closing Statement (as defined in Section 4.3 below); (vii) one counterpart of the final and agreed-upon closing statement prepared its Subsidiaries issued by the Title Company, in Secretary of State or equivalent Government Authority of its capacity as escrow agent, “Escrow Agent” (the “Escrow Agent’s Closing Statement”); (viii) evidence jurisdiction of termination of all property management agreements, including without limitation (a) any existing master property management agreement with 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”) as to the applicable Real Property; (ix) such transfer tax forms, prepared and submitted in electronic format using xxxxx://xxxxx.xxxxxxxx.xxx/MyDec, as are required by law as to the applicable Real Property, if any (the “Transfer Declarations”); (x) to the extent assignable, assignments of such Sellers’ rights to any security deposit that is not in the form of 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 Illinois Income Tax Act, as amended, or 35 ILCS 120/5j of the Illinois Compiled Statues, as amendedformation; (b) from A transfer order, duly executed by each Seller in favor of Buyer, for the Chicago Department transfer to Buyer 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 amendedall Shares owned by such Seller; and (c) from A transfer order, duly executed by each Seller holding Convertible Bonds in favor of A2iA, for the Xxxx County Department transfer to A2iA of Revenue stating that no assessed but unpaid all Convertible Bonds owned by such Seller; (d) A tax penalties or interest are due under Article XI transfer form (Cerfa 2759), duly executed by each Seller, with respect to the transfer to Buyer of all Shares owned by such Seller; (e) A2iA security transfer registers and individual security holders accounts (registres de mouvements de titres and comptes individuels d’associés), updated as of the Xxxx CountyClosing Date to reflect Buyer’s acquisition of the Shares and A2iA’s acquisition of the Convertible Bonds; (f) A copy of the opinion rendered by the Works Council of A2iA SAS; (g) Certified copies of all corporate resolutions as the case may be necessary to authorize the repurchase of the Convertible Bonds, Illinois Revenue Ordinance, as amendedincluding the consummation of the transactions contemplated hereby; or in (h) A copy of the absence of any such letters, an indemnity agreement in the form attached hereto as Exhibit Q, OB Employment Agreement and OB Mandate Agreement duly executed by SellerXxxxxxx Xxxxx and A2iA SAS; and (xiii) a certificate from the City of Chicago Department of Water Management stating that a final reading A copy of the water meter at JLF Mandate Agreement duly executed by Xxxx-Xxxxx Xxxxx and A2iA SAS; (j) Certified copies of the Property has been made resolutions of the sole shareholder of A2iA SAS approving the conclusion of the OB Mandate Agreement with respect to the terms of office of Xxxxxxx Xxxxx in A2iA SAS; (k) Certified copies of the resolutions of the sole shareholder of A2iA SAS approving the conclusion of the JLF Mandate Agreement with respect to the terms of office of Xxxx-Xxxxx Xxxxx in A2iA SAS; (l) Originals of the resignation letters of the corporate directors and full payment officers of all outstanding charges have been received. To A2iA and its Subsidiaries identified in Schedule 6.1(l) (which, for the extent any Construction Contract is avoidance of doubt, shall not assignable and the work thereunder is not completed by include Xxxx-Xxxxx Xxxxx), effective as if the Closing Date, the parties shall in good faith attempt to agree upon a delegation or other transfer of duties and rights thereunder which comply with the terms and conditions of such Construction Contract. The Joint Closing Statement and Escrow Agent’s Closing Statement may be signed in facsimile or PDF counterparts on the Closing Date. To the extent available and applicable, each Seller shall deliver all of the original 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, Licenses and Permits pertaining to such Sellers’ Real Property at the applicable Real Property. To the extent required by Title Insurer to issue the Owner Title Policy (defined in Section 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 ClosingOn or before the Closing Date, each Seller shall execute Sellers will deliver into the Closing Escrow (as necessary) and deliver to Purchaser (either through escrow or except as otherwise provided set forth below) each signed originals of the following documents described below in form and substance reasonably satisfactory to counsel for the Sellers and Purchasers (with respect to each the “Closing Deliveries”): (i.) Deeds conveying the Real Property owned by it): (i) one original special warranty deed in form attached hereto as Exhibit F-1 and otherwise acceptable from Sellers to Title InsurerPurchasers or their nominees, subject only to the Permitted Exceptions; (ii) two original counterparts of , duly executed by the Receiver and in a xxxx of sale and assignment and assumption of Assignable Leases, Taken Service Contracts (as defined in the Company Disclosure Letter) and Assignable Construction Contracts as form substantially similar to the applicable Real Property in the form attached hereto as Exhibit G C (the “Xxxx of Sale and General AssignmentReceiver’s Deeds”); provided, however, at Purchasers’ request, the Property Owner of the Council Grove Facility shall quitclaim to Purchasers or their nominee the property more particularly described as: Xxxx 0, 0 Xxx 0, Xxxxxx Addition Xxxx 0, Xxxxxxx Xxxxx, Xxxxxx Xxxxxx, Xxxxxx. (ii.) Bills of Sale for the FF&E and certain Personal Property owned by Property Owners from Property Owners to Purchasers as provided in Section 11 herein. (iii.) one original notice letter to each Bills of Sale for the tenants as to the applicable Real Property, substantially in the form attached hereto as Exhibit H; (iv) one original notice letter to each vendor or contractor as to the applicable Real Property under an Assignable Service Contract or Assignable Construction Contracts, substantially in the form attached hereto as Exhibit I; (v) one original non-foreign affidavit, in the form attached hereto as Exhibit J; (vi) one counterpart of the Joint Closing Statement (as defined in Section 4.3 below); (vii) one counterpart of the final and agreed-upon closing statement prepared by the Title Company, in its capacity as escrow agent, “Escrow Agent” (the “Escrow Agent’s Closing Statement”); (viii) evidence of termination of all property management agreements, including without limitation (a) any existing master property management agreement with 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”) as to the applicable Real Property; (ix) such transfer tax forms, prepared and submitted in electronic format using xxxxx://xxxxx.xxxxxxxx.xxx/MyDec, as are required by law as to the applicable Real Property, if any (the “Transfer Declarations”); (x) to the extent assignable, assignments of such Sellers’ rights to any security deposit that is not in the form of 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 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 such letters, an indemnity agreement in the form attached hereto as Exhibit Q, executed by Seller; and (xii) 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 outstanding charges have been received. To the extent any Construction Contract is not assignable and the work thereunder is not completed by the Closing Date, the parties shall in good faith attempt to agree upon a delegation or other transfer of duties and rights thereunder which comply with the terms and conditions of such Construction Contract. The Joint Closing Statement and Escrow Agent’s Closing Statement may be signed in facsimile or PDF counterparts on the Closing Date. To the extent available and applicable, each Seller shall deliver all of the original Leases, Taken Service Contracts Supplies (as defined in the Company Disclosure Letter)Operations Transfer Agreement) and General Assignments to New Operators for certain other Personal Property as provided in Section 11 herein. (iv.) Deliver into the Closing Escrow such documents, Assignable Construction Contracts, keys certifications 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, Licenses and Permits pertaining to such Sellers’ Real Property at the applicable Real Property. To the extent statements as may be required by the Title Insurer Company to issue the Owner Title Policy (defined in Section 8.4 below)Policies, 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 Endorsements, and any loan title policies 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 ClosingPurchasers’ lender, including, without limitation, an ALTA a copy of the Title Company Disbursement Statement signed by Sellers approving each and GAP Indemnity every one of the payments and disbursements made by the Title Companies, through the Closing Escrow. (v.) Any statement, affidavit or undertaking required by the Title Company in the forms attached order to give Purchasers good and clear title to the Company Disclosure Letter as Exhibit T-1 Property per the requirements of this Agreement. (vi.) Real Estate Transfer Tax Declarations for the Real Property, if any. 10370945.3 12 (vii.) A Form 1099 identifying Sellers’ gross proceeds and Exhibit T-2Sellers’ tax identification numbers. (viii.) Deliver to Purchasers a bring down certificate of the representations and warranties made and given by Sellers in this Agreement. (ix.)

Seller’s Closing Deliveries. At Closing, each Seller shall execute (as necessary) and deliver deliver, or cause to be delivered, to Purchaser (either through escrow or as otherwise provided below) each of the documents described below (following with respect to each Real Property owned by it): (i) one original special warranty deed the Property: 9.1.1 A Special Warranty Deed in form attached hereto as Exhibit F-1 and otherwise acceptable to Title Insurer, subject only to the Permitted Exceptions; (ii) two original counterparts of a xxxx of 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 substantially the form attached hereto as Exhibit G D, conveying the L’Auberge Newco Property to Purchaser (the “L’Auberge Newco Deed”), executed and acknowledged by L’Auberge Newco; 9.1.2 A Special Warranty Deed in substantially the form attached hereto as Exhibit D, conveying the Orchards Newco Property to Purchaser (the “Orchards Newco Deed” and, together with the L’Auberge Newco Deed, the “Deeds”), executed and acknowledged by Orchards Newco; 9.1.3 An original Assignment and Assumption of Lease for each Property Lease constituting the Leasehold Property (collectively, the “Assignments of Lease”), each in substantially the form attached hereto as Exhibit E, each executed and acknowledged by Seller and assigning to Purchaser all of Seller’s right, title and interest in the Leasehold Property; 9.1.4 A Blanket Conveyance, Xxxx of Sale and General Assignment”); Assignment from each Seller for the Space Leases, FF&E, Supplies, F&B, Retail Merchandise, Books and Records, Plans and Specifications, Contracts (iii) one original notice letter to each of the tenants except as to any such agreements that are terminated or should be terminated pursuant to the applicable Real Propertyterms of this Agreement or that expire prior to the Closing Date), Intangibles, and other Personalty, substantially in the form attached hereto as Exhibit H; F (iv) one original notice letter to each vendor or contractor the “Bills of Sale”). 9.1.5 Certifications and affidavits as to required by the applicable Foreign Investors Real Property under an Assignable Service Contract or Assignable Construction ContractsTax Act, substantially in the form attached hereto as Exhibit I; G. 27 9.1.6 The Management Agreement, executed by Manager. 9.1.7 To the extent available for delivery by Seller, a set of all guest registration cards, guest transcripts, guest histories, sales files, and all other available guest information. 9.1.8 To the extent available for delivery by Seller, a list of all Bookings. 9.1.9 All books, records, operating reports, files and other materials (vincluding but not limited to keys, security cards, access codes, security deposit boxes, etc.) one original non-foreign affidavitin the possession or control of Seller which are necessary in Seller’s reasonable discretion to maintain continuity of operation of the Property, provided Purchaser shall fully cooperate with Seller’s requests to obtain copies of same following the Closing at no cost to Seller, if required for purposes of any proceeding, action or federal, state or local tax investigation or audit. 9.1.10 Written notice executed by Seller notifying all interested parties as reasonably agreed upon by Purchaser and Seller, in a form to be reasonably approved by Purchaser and Seller, that the form attached hereto as Exhibit J; Property has been conveyed to Purchaser and directing that all payments (vi) one counterpart of for periods occurring subsequent to the Joint Closing Statement (as defined in Section 4.3 belowDate); (vii) one counterpart of , inquiries and the final like be forwarded to Purchaser at the address to be provided by Purchaser. 9.1.11 A closing and agreed-upon closing proration statement prepared agreed to by the Title Company, in its capacity as escrow agent, “Escrow Agent” parties which reflects all adjustments to the Purchase Price contemplated by this Agreement (the “Escrow Agent’s Closing Statement”); (viii) evidence of termination of all property management agreements, including without limitation (a) any existing master property management agreement with 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”) as to the applicable Real Property; (ix) such . 9.1.12 Any transfer tax forms, prepared and submitted in electronic format using xxxxx://xxxxx.xxxxxxxx.xxx/MyDec, as are documents or certificates required by any applicable governing body or law as to the applicable Real Property, if any (the “Transfer Declarations”); (x) to the extent assignable, assignments of such Sellers’ rights to any security deposit that is not in the form of 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 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 such letters, an indemnity agreement in the form attached hereto as Exhibit Q, executed by Seller; and (xii) 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 outstanding charges have been received. To the extent any Construction Contract is not assignable and the work thereunder is not completed by the Closing Date, the parties shall in good faith attempt to agree upon a delegation or other transfer of duties and rights thereunder which comply with the terms and conditions of such Construction Contract. The Joint Closing Statement and Escrow Agent’s Closing Statement may be signed in facsimile or PDF counterparts on the Closing Date. To the extent available and applicable, each Seller shall deliver all of the original 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, Licenses and Permits pertaining to such Sellers’ Real Property at the applicable Real Property. To the extent required by Title Insurer to issue the Owner Title Policy (defined in Section 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 complete this Agreement or the documents to be executed and delivered by Sellers at Closingtransaction, including, without limitation, an ALTA Statement IRS 1099S form and GAP Indemnity Arizona Department of Revenue Affidavit of Property Value. 9.1.13 The Seller’s Affidavits, together with any additional affidavits and/or escrow of funds required by the Title Company to issue the owner’s and, in the forms attached case of the Leasehold Property, leasehold title insurance policies free and clear of the Mandatory Cure Items. 9.1.14 All other documents reasonably required to effectuate this Agreement and the transaction contemplated by this Agreement, including but not limited to any documents required to transfer to Purchaser and recognize Purchaser’s right, title and interest in and to (i) any water right claims (including related Statements of Claimant) held by or on behalf of Seller with respect to the Company Disclosure Letter Real Property and (ii) the Intangibles. 9.1.15 A certificate executed by Seller, dated as Exhibit T-1 of the Closing Date, stating that the representations and Exhibit T-2.warranties of Seller contained in this Agreement are true and correct in all material respects as of the Closing Date (with appropriate modifications as are permitted under Section 3.4) or noting any exceptions thereto. 28 9.1.16 A certificate or registration of title for any owned vehicle, duly executed by Seller, conveying such vehicle to Purchaser. 9.1.17 The License Agreement, executed by Seller and any affiliate of Seller having an interest in the logo and marks attached as Schedule 1.3(i). 9.1.18 The Parent Agreement, executed by Parent. 9.1.19 The Orchards Sublease SNDA, executed and acknowledged by the Orchards Sublease Lender and the applicable sublandlord under the Property Leases comprising the Orchards Leasehold Property; and 9.1.20 If obtained by Seller prior to the Closing, the L’Auberge Parking Lease SNDA, executed and acknowledged by the L’Auberge Parking Lease Lender and the applicable landlord under the Property Lease comprising the L’Auberge Leasehold Property; provided, however, that Seller’s delivery of the L’Auberge Parking Lease SNDA shall not serve to condition Purchaser’s obligation to consummate Closing pursuant to this Agreement. 9.2

Seller’s Closing Deliveries. At Closing, each Seller shall execute (as necessary) and deliver to Purchaser (either through escrow or as otherwise provided belowthis Section 4.1 provides) each of the documents described below (with respect to each Real Property owned by it): following documents: (i) one original special warranty deed Grant Deed, in form attached hereto as Exhibit F-1 and otherwise acceptable to Title InsurerPurchaser, subject only to the Permitted Exceptions; (ii) two 2 original counterparts of a xxxx Xxxx of 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 Sale in the form attached hereto to this Agreement as Exhibit G (the “Xxxx of Sale and General Assignment”)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 letter to for each tenant of the tenants as to the applicable Real Property, substantially in the form attached hereto to this Agreement as Exhibit H; F (iv) one original notice letter each, a “Notice to each vendor or contractor as to the applicable Real Property under an Assignable Service Contract or Assignable Construction Contracts, substantially in the form attached hereto as Exhibit ITenant”); (v) one original Seller’s non-foreign affidavit, in the form attached hereto to this Agreement as Exhibit JG; (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 below)of this Agreement defines that term; (viiviii) 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”); (viiiix) evidence of termination of all property management agreements, including without limitation (a) any both the existing master property management agreement with 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 United Capital Corporation (“Property Manager”) as to ), and the applicable Real Propertyleasing agreement with Colliers International; (ixx) such transfer tax forms, prepared and submitted in electronic format using xxxxx://xxxxx.xxxxxxxx.xxx/MyDec, forms as are required by law as to the applicable Real Propertylaw, if any (the “Transfer DeclarationsDocuments”); (xxi) to the extent assignable, assignments or transfers of such Sellers’ Seller’s rights to any security deposit that is not in the form of cashcash 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; (xixii) 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 Illinois Income Tax Act, as amendedoriginals, or 35 ILCS 120/5j if Seller does not possess originals, copies, of the Illinois Compiled Statuesall permits, as amendedwarranties, and Leases in Seller’s possession; (bxiii) 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 Ordinanceall keys, as amendedaccess codes, tenant files, and other similar items in Seller’s possession and Property Manager’s possession; and (cxiv) from 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 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 such letters, an indemnity agreement in the form attached hereto as Exhibit Q, executed by Seller; and (xii) 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 outstanding charges have been received. To the extent any Construction Contract is not assignable and the work thereunder is not completed by the Closing Date, the parties shall in good faith attempt to agree upon a delegation or other transfer of duties and rights thereunder which comply with the terms and conditions of such Construction Contract. The Joint Closing Statement and Escrow Agent’s Closing Statement may be signed in facsimile by fax or PDF by emailed .pdf counterparts on the Closing Date. To the extent available and applicable, each Seller shall deliver 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, Taken Service Contracts (as defined in the Company Disclosure Letter), Assignable Construction Contracts, keys Leases 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, Licenses contracts, licenses and Permits permits pertaining to such Sellers’ Real the Property at the applicable Real Property. To the extent required by Title Insurer to issue the Owner Title Policy (defined in Section 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-2Seller’s possession.

Seller’s Closing Deliveries. At Closing, each Seller shall execute (as necessary) and deliver to Purchaser (either through escrow or as otherwise provided below) each of the documents described below (with respect to each Real Property owned by it): below: (i) one original special warranty deed Bargain and Sale Deed in form attached hereto as Exhibit F-1 and otherwise acceptable to Title Insurer, subject only to the Permitted ExceptionsF; (ii) two original counterparts of a xxxx of sale and assignment and assumption of Assignable Leases, Taken Assignable Service Contracts (as defined in the Company Disclosure Letter) and Assignable Construction Contracts as to the applicable Real Property Contracts, in the form attached hereto as Exhibit G (the “Xxxx of Sale and General Assignment”); (iii) one original notice letter to each of the tenants as to the applicable Real Propertytenants, substantially in the form attached hereto as Exhibit H; (iv) one original notice letter to each vendor or contractor as to under the applicable Real Property under an Assignable Service Contract or Assignable Assumed Contracts and the assumed Construction Contracts, substantially Contracts in the form attached hereto as Exhibit I; (v) one original Seller’s non-foreign affidavit, in the form attached hereto as Exhibit J; (vi) one counterpart of the Joint Closing Statement (as defined in Section 4.3 below); (vii) 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”); (viii) evidence of termination of all property management agreements, including without limitation (a) any existing master property management agreement with 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 (any such entity, together with EQC Management, individually and/or collectively, “Property Manager”), (c) as to any Affiliated Agreement; (d) all Service Contracts other than the applicable Real PropertyAssumed Contracts; (ix) such transfer tax forms, prepared and submitted in electronic format using xxxxx://xxxxx.xxxxxxxx.xxx/MyDec, forms as are required by law 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 to if made on the applicable Real Property, if any Closing Date (the “Transfer DeclarationsDocuments”); (xxi) subject to the extent assignable, Section 4.4.3 assignments of such Sellers’ Seller’s rights to any security deposit that is not in the form of cash; (xixii) 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 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 such letters, an indemnity agreement affidavit in the form attached hereto as of Exhibit Q, executed by Seller; R to the Company Disclosure Letter (“Title Affidavit”) and (xiixiii) such evidence of Seller’s organization, power and authority 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 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 outstanding charges have been received“Terminated Contract”). To the extent any Construction Contract is not assignable 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 other transfer of duties and rights thereunder which comply with the terms and conditions of such Construction Contract. The Joint Closing Statement and Escrow Agent’s Closing Statement may be signed in facsimile or PDF counterparts on the Closing Date. To the extent available and applicableavailable, each Seller shall deliver leave all of the original Leases, Taken Assignable 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 Propertykeys, plans and specifications, Licenses licenses and Permits permits pertaining to such Sellers’ Real the Property at the applicable Real Property. To the extent required by Title Insurer to issue the Owner Title Policy (defined in Section 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 the Closing, each Seller shall execute and deliver, or cause to be executed and delivered, to Purchaser, in form and substance reasonably acceptable to Purchaser, the following: (as necessarya) and deliver to Purchaser (either through escrow or as otherwise provided below) each of the documents described below (with respect to each Real Property owned by it): (i) one original A special warranty deed in form attached hereto as Exhibit F-1 and otherwise acceptable to Title Insurer, (subject only to the "Permitted Exceptions", as hereinafter defined); (iib) two original counterparts of a A xxxx of sale (the "Xxxx of 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 business operated thereon; (c) An assignment and assumption of Assignable Leasesthe Leases (the "Assignment and Assumption") dated as of the Closing Date, Taken Service Contracts (as defined assigning all of the Seller's right, title and interest in the Company Disclosure Letter) and Assignable Construction Contracts as to the applicable Real 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 in (collectively, the form attached hereto as Exhibit G (the “Xxxx of Sale and General Assignment”"Contracts"); (iiid) one original notice letter to each 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 security deposits, if any, notifying the tenants as 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 applicable Real 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 hereto as Exhibit HReal Property or the Improvements; (ivf) one original notice letter to each vendor or contractor as to the applicable Real Property under an Assignable Service Contract or Assignable Construction Contracts, substantially in the form attached hereto as Exhibit I; (v) one original non-foreign affidavitAn updated Rent Roll, in the form of the Rent Roll attached hereto as Exhibit Jhereto, dated within five (5) days of the date of the Closing; (vig) one counterpart To the extent in the possession of Seller or Seller's Property manager, copies of all engineering and maintenance records for the Joint Closing Statement Property; (h) Such title affidavits as defined in Section 4.3 beloware reasonably required by the title company insuring title to the Real Property on behalf of Purchaser (but not an owner's affidavit covering the "Purchaser Created Liens," as hereinafter defined, or indemnifying the title company for such Purchaser Created Liens); (viii) one counterpart Documentary evidence of authority of the final and agreed-upon Seller to consummate the transaction contemplated hereunder; (j) An executed original of a sale closing statement prepared by the Title Company, in its capacity as escrow agent, “Escrow Agent” (the “Escrow Agent’s "Closing Statement”); (viii") evidence of termination of all property management agreements, including without limitation (a) any existing master property management agreement with Equity Commonwealth Management LLC, a Delaware limited liability company (“EQC Management”) as in form and substance mutually agreeable to the applicable Real Property, Seller and (b) any existing sub-management agreement with the property management company identified in the Company Disclosure Letter (“Property Manager”) as to the applicable Real Property; (ix) such transfer tax forms, prepared and submitted in electronic format using xxxxx://xxxxx.xxxxxxxx.xxx/MyDec, as are required by law as to the applicable Real Property, if any (the “Transfer Declarations”); (x) to the extent assignable, assignments of such Sellers’ rights to any security deposit that is not in the form of 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 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 amendedPurchaser; and (ck) Written confirmation from the Xxxx County Department of Revenue stating Seller that no assessed but unpaid tax penalties or interest are due under Article XI all representations and warranties of the Xxxx CountySeller set forth herein at Section 10.1 are and continue to be true, Illinois Revenue Ordinance, accurate and complete as amended; or in the absence of any such letters, an indemnity agreement in the form attached hereto as Exhibit Q, executed by Seller; and (xii) 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 outstanding charges have been received. To the extent any Construction Contract is not assignable and the work thereunder is not completed by the Closing Date, the parties shall in good faith attempt to agree upon a delegation or other transfer of duties and rights thereunder which comply with the terms and conditions of such Construction Contract. The Joint Closing Statement and Escrow Agent’s Closing Statement may be signed in facsimile or PDF counterparts on the Closing Date. To if not, the extent available and applicablenature of any material changes to such representations and warranties. If there is a material, each Seller adverse change in the representations and warranties of Seller, Purchaser shall deliver all have the right to terminate this Agreement, without a return of the original LeasesDeposit, Taken Service Contracts (except as defined set forth 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, Licenses and Permits pertaining to such Sellers’ Real Property at the applicable Real PropertyExhibit "B". To the extent required by Title Insurer to issue the Owner Title Policy (defined in Section 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-2.4.3

Seller’s Closing Deliveries. At the Closing, each Seller shall execute and deliver, or cause to be executed and delivered, to Purchaser, in form and substance reasonably acceptable to Purchaser, the following: (as necessarya) and deliver to Purchaser (either through escrow or as otherwise provided below) each of the documents described below (with respect to each Real Property owned by it): (i) one original A special warranty deed in form attached hereto as Exhibit F-1 and otherwise acceptable to Title Insurer, (subject only to the "Permitted Exceptions", as hereinafter defined); (iib) two original counterparts of a xxxx A bill of sale (txx "Bill of 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 business operated thereon; (c) An assignment and assumption of Assignable Leasesthe Leases (the "Assignment and Assumption") dated as of the Closing Date, Taken Service Contracts (as defined assigning all of the Seller's right, title and interest in the Company Disclosure Letter) and Assignable Construction Contracts as to the applicable Real 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 in (collectively, the form attached hereto as Exhibit G (the “Xxxx of Sale and General Assignment”"Contracts"); (iiid) one original notice letter to each 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 security deposits, if any, notifying the tenants as 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 applicable Real 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 hereto as Exhibit HReal Property or the Improvements; (ivf) one original notice letter to each vendor or contractor as to the applicable Real Property under an Assignable Service Contract or Assignable Construction Contracts, substantially in the form attached hereto as Exhibit I; (v) one original non-foreign affidavitAn updated Rent Roll, in the form of the Rent Roll attached hereto as Exhibit Jhereto, dated within five (5) days of the date of the Closing; (vig) one counterpart To the extent in the possession of Seller or Seller's Property manager, copies of all engineering and maintenance records for the Joint Closing Statement Property; (h) Such title affidavits as defined in Section 4.3 beloware reasonably required by the title company insuring title to the Real Property on behalf of Purchaser (but not an owner's affidavit covering the "Purchaser Created Liens," as hereinafter defined, or indemnifying the title company for such Purchaser Created Liens); (viii) one counterpart Documentary evidence of authority of the final and agreed-upon Seller to consummate the transaction contemplated hereunder; (j) An executed original of a sale closing statement prepared by the Title Company, in its capacity as escrow agent, “Escrow Agent” (the “Escrow Agent’s "Closing Statement”); (viii") evidence of termination of all property management agreements, including without limitation (a) any existing master property management agreement with Equity Commonwealth Management LLC, a Delaware limited liability company (“EQC Management”) as in form and substance mutually agreeable to the applicable Real Property, Seller and (b) any existing sub-management agreement with the property management company identified in the Company Disclosure Letter (“Property Manager”) as to the applicable Real Property; (ix) such transfer tax forms, prepared and submitted in electronic format using xxxxx://xxxxx.xxxxxxxx.xxx/MyDec, as are required by law as to the applicable Real Property, if any (the “Transfer Declarations”); (x) to the extent assignable, assignments of such Sellers’ rights to any security deposit that is not in the form of 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 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 amendedPurchaser; and (ck) Written confirmation from the Xxxx County Department of Revenue stating Seller that no assessed but unpaid tax penalties or interest are due under Article XI all representations and warranties of the Xxxx CountySeller set forth herein at Section 10.1 are and continue to be true, Illinois Revenue Ordinance, accurate and complete as amended; or in the absence of any such letters, an indemnity agreement in the form attached hereto as Exhibit Q, executed by Seller; and (xii) 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 outstanding charges have been received. To the extent any Construction Contract is not assignable and the work thereunder is not completed by the Closing Date, the parties shall in good faith attempt to agree upon a delegation or other transfer of duties and rights thereunder which comply with the terms and conditions of such Construction Contract. The Joint Closing Statement and Escrow Agent’s Closing Statement may be signed in facsimile or PDF counterparts on the Closing Date. To if not, the extent available and applicablenature of any material changes to such representations and warranties. If there is a material, each Seller adverse change in the representations and warranties of Seller, Purchaser shall deliver all have the right to terminate this Agreement, without a return of the original LeasesDeposit, Taken Service Contracts (except as defined set forth 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, Licenses and Permits pertaining to such Sellers’ Real Property at the applicable Real PropertyExhibit "B". To the extent required by Title Insurer to issue the Owner Title Policy (defined in Section 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-2.4.3

Seller’s Closing Deliveries. At Closing, each Seller shall execute (as necessary) ), or cause to be executed, and deliver to Purchaser (either through escrow or as otherwise provided below) each of the documents described below below: (with respect to each Real Property owned by it): (ia) one original special warranty deed Grant Deed, in form attached hereto as Exhibit F-1 and otherwise acceptable to Title Insurerof EXHIBIT F, subject only to the exceptions listed in such form and the Permitted Exceptions; (iib) two original counterparts of a xxxx of 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 hereto as Exhibit G (the “Xxxx of Sale and General Assignment”); (iii) one original notice letter to each of the tenants as to the applicable Real Property, substantially in the form attached hereto as Exhibit H; (iv) one original notice letter to each vendor or contractor as to the applicable Real Property under an Assignable Service Contract or Assignable Construction Contracts, substantially in the form attached hereto as Exhibit I; (v) one original Seller's non-foreign affidavit, in the form attached hereto as Exhibit JEXHIBIT I; (vic) one counterpart two original counterparts of the Joint Closing Statement (as defined in Section 4.3 below); (vii) one counterpart of the final and agreed-upon closing statement prepared by the Title Company, in its capacity as escrow agent, “Escrow Agent” (the “Escrow Agent’s Closing Statement”); (viii) evidence of termination of all property management agreements, including without limitation (a) any existing master property management agreement with 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”) as to the applicable Real Property; (ixd) such transfer tax forms, prepared and submitted in electronic format using xxxxx://xxxxx.xxxxxxxx.xxx/MyDec, forms as are required by law as to the applicable Real Property, if any (the “Transfer Declarations”"TRANSFER DOCUMENTS"); (xe) to the extent assignabletwo original counterparts of a property management agreement between Purchaser and Property Manager, assignments of such Sellers’ rights to any security deposit that is not in the form of 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 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 such letters, an indemnity agreement in the form attached hereto as Exhibit EXHIBIT K (the "PROPERTY MANAGEMENT AGREEMENT") if any; (f) two original counterparts of 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 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 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 credit under the Lease (defined below), (l) Right of First Offer ("ROFO") in favor of Purchaser, in the form attached hereto as EXHIBIT Q, executed by Seller; (m) an Assignment of Intangibles (the "ASSIGNMENT OF INTANGIBLES") from Seller to Purchaser in the form attached hereto as EXHIBIT G, and (xiin) a certificate License Agreement (the "LICENSE AGREEMENT") from Seller to Purchaser in 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 outstanding charges have been received. To the extent any Construction Contract is not assignable and the work thereunder is not completed by the Closing Date, the parties shall in good faith attempt to agree upon a delegation or other transfer of duties and rights thereunder which comply with the terms and conditions of such Construction Contract. form attached hereto as EXHIBIT H. The Joint Closing Statement and Escrow Agent’s Closing Statement may be signed in facsimile or PDF counterparts on the Closing Date. To the extent available and applicableavailable, each Seller shall deliver leave all of the original 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, Licenses licenses and Permits permits pertaining to such Sellers’ Real the Property at the applicable Real Property. To the extent required by Title Insurer to issue the Owner Title Policy (defined in Section 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-2premises.

Seller’s Closing Deliveries. At the Closing, each Seller shall execute (as necessary) and deliver to Purchaser (either through escrow or as otherwise provided below) each of the documents described below (with respect to each Real Property owned by it): Buyer: (i) one original special warranty deed a duly executed xxxx of sale relating to the Assets, reasonably satisfactory in form attached hereto as Exhibit F-1 and otherwise acceptable substance to Title Insurer, subject only to the Permitted ExceptionsBuyer; (ii) two original counterparts a duly executed copy of a xxxx each of sale and assignment and assumption of Assignable Leases, Taken Service Contracts the Ancillary Agreements (as defined in the Company Disclosure Letter) and Assignable Construction Contracts as to the applicable Real Property in the form attached hereto as Exhibit G (the “Xxxx of Sale and General Assignment”Section 1.9); (iii) one original notice letter to each a duly executed copy of the tenants Forza Release (as to the applicable Real Property, substantially in the form attached hereto as Exhibit Hdefined below); (iv) one original notice letter to each vendor or contractor as a duly executed copy of an assignment and assumption agreement pertaining to the applicable Real Property under an Assignable Service Contract or Assignable Construction Contracts, substantially in Contracts and the form attached hereto as Exhibit IAssumed Liabilities; (v) one original non-foreign affidavit, in the form attached hereto as Exhibit Jany consents necessary pursuant to SCHEDULE 2.2; (vi) one counterpart of all such other instruments as shall be reasonably requested by the Joint Closing Statement (as defined Buyer to vest fully in Section 4.3 below)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 counsel, dated the final and agreed-upon closing statement prepared by Closing Date, from Xxxxxx & Xxxxxxx, a Professional Corporation, counsel to the Title CompanySeller, in its capacity as escrow agentform and substance satisfactory to the Buyer, “Escrow Agent” (to the “Escrow Agent’s Closing Statement”); (viii) evidence of termination of all property management agreements, including without limitation effect that (a) any Seller has been duly incorporated and is validly existing master property management agreement with Equity Commonwealth Management LLC, as a Delaware limited liability company (“EQC Management”) as to corporation in good standing under the applicable Real Property, and (b) any existing sub-management agreement with the property management company identified in the Company Disclosure Letter (“Property Manager”) as to the applicable Real Property; (ix) such transfer tax forms, prepared and submitted in electronic format using xxxxx://xxxxx.xxxxxxxx.xxx/MyDec, as are required by law as to the applicable Real Property, if any (the “Transfer Declarations”); (x) to the extent assignable, assignments of such Sellers’ rights to any security deposit that is not in the form of 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) laws of the Illinois Income Tax Act, as amended, or 35 ILCS 120/5j State of the Illinois Compiled Statues, as amendedNew York; (b) from this Agreement and the Chicago Department of Revenue stating that no assessed but unpaid tax penalties or interest Ancillary Agreements have been duly authorized, executed and delivered by all necessary corporate actions, and are due under Section 3-4-140 the legal, valid and binding obligation of the Chicago Uniform Revenue Procedures OrdinanceSeller and are enforceable against the Seller in accordance with their terms, except as amendedthe 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; and (c) from the Xxxx County Department of Revenue stating that no assessed but unpaid tax penalties or interest are due under Article XI Seller is not required to obtain shareholder approval of the Xxxx County, Illinois Revenue Ordinance, as amended; or in the absence consummation of any such letters, an indemnity agreement in the form attached hereto as Exhibit Q, executed by Seller; and (xii) 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 outstanding charges have been received. To the extent any Construction Contract is not assignable and the work thereunder is not completed by the Closing Date, the parties shall in good faith attempt to agree upon a delegation or other transfer of duties and rights thereunder which comply with the terms and conditions of such Construction Contract. The Joint Closing Statement and Escrow Agent’s Closing Statement may be signed in facsimile or PDF counterparts on the Closing Date. To the extent available and applicable, each Seller shall deliver all of the original 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, Licenses and Permits pertaining to such Sellers’ Real Property at the applicable Real Property. To the extent required by Title Insurer to issue the Owner Title Policy (defined in Section 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 and 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 documents Assets to be executed sell the Assets to Forza or any right by Forza to purchase the Assets known to such counsel; and delivered (e) the execution, delivery and performance of this Agreement and the Ancillary Agreements by Sellers at Closingthe Seller, including, without limitation, an ALTA Statement and GAP Indemnity the consummation of the transactions contemplated in the forms attached 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 Company Disclosure Letter Seller, 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 Exhibit T-1 and Exhibit T-2to matters of fact.

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, each Seller all of which shall execute (as necessary) and deliver to Purchaser (either through escrow or as otherwise provided below) each of the documents described below (with respect to each Real Property owned by it): (i) one original special warranty deed be in form attached hereto as Exhibit F-1 and otherwise acceptable to Title Insurer, subject only substance reasonably satisfactory to the Permitted Exceptions; Buyer and its counsel: (iia) two original counterparts of a xxxx of 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 hereto as Exhibit G (the “Xxxx Bill of Sale and General Assignment”); (iii) one original notice letter to each of the tenants as to the applicable Real Property, Assignment in substantially in the form attached hereto as Exhibit H; (iv) one original notice letter to each vendor or contractor as to the applicable Real Property under an Assignable Service Contract or Assignable Construction Contracts, substantially in the form attached hereto as Exhibit I; (v) one original non-foreign affidavit, in the form attached hereto as Exhibit J; (vi) one counterpart of the Joint Closing Statement (as defined in Section 4.3 below); (vii) one counterpart of the final and agreed-upon closing statement prepared by the Title Company, in its capacity as escrow agent, “Escrow Agent” (the “Escrow Agent’s Closing Statement”); (viii) evidence of termination of all property management agreements, including without limitation (a) any existing master property management agreement with 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”) as to the applicable Real Property; (ix) such transfer tax forms, prepared and submitted in electronic format using xxxxx://xxxxx.xxxxxxxx.xxx/MyDec, as are required by law as to the applicable Real Property, if any (the “Transfer Declarations”); (x) to the extent assignable, assignments of such Sellers’ rights to any security deposit that is not in the form of cash; (xi) a release letter of certificate from each of (a) Exhibit C, duly executed by the Illinois Department of Revenue stating that no assessed but unpaid tax penalties or interest are due under Section 9-902(d) of the Illinois Income Tax Act, as amended, or 35 ILCS 120/5j of the Illinois Compiled Statues, as amendedSeller; (b) from an Assignment and Assumption Agreement in substantially the Chicago Department form of Revenue stating that no assessed but unpaid tax penalties or interest are due under Section 3-4-140 of Exhibit D, duly executed by the Chicago Uniform Revenue Procedures Ordinance, as amendedSeller; 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 Escrow Agreement in the absence of any such letters, an indemnity agreement in substantially the form attached hereto as of Exhibit QA, duly executed by the Seller; and (xiid) a certificate from the City of Chicago Department of Water Management stating that a final reading of the water meter at Secretary or Assistant Secretary of the Property has been made Seller, certifying (i) the resolutions duly adopted by the Board of Managers, authorizing and full payment approving the execution, delivery and performance of all outstanding charges have been received. To this Agreement by the extent any Construction Contract is not assignable Seller and the work thereunder is not completed transactions contemplated by this Agreement, and (ii) the Articles of Organization and Operating Agreement of the Seller, as amended as of the Closing Date; (e) a Certificate of Good Standing (or its equivalent) of the Seller, certified by the parties shall in good faith attempt Virginia State Corporation Commission, dated no earlier than ten (10) days prior to agree upon a delegation or other transfer of duties and rights thereunder which comply with the terms and conditions of such Construction Contract. The Joint Closing Statement and Escrow Agent’s Closing Statement may be signed in facsimile or PDF counterparts on the Closing Date. To ; (f) an Assignment and Assumption of lease agreement for the extent available leased property at 000 Xxxxxxx Xxxxxx, Xxxxxxxxxxxx XX 00000, duly executed by the Seller; (g) 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 applicable, each Seller shall deliver satisfaction in full of all indebtedness of the original LeasesSeller related to the Business (including capital leases), Taken Service Contracts and (as defined in applicable) the Company Disclosure Letter), Assignable Construction Contracts, keys and electronic pass cards or devices to all entrance doors torelease of the respective Liens of each holder’s portion of such indebtedness, and equipment and utility rooms and vault boxes located in(ii) without limiting in any respect the foregoing, the Property, plans and specifications, Licenses and Permits pertaining to such Sellers’ Real Property at the applicable Real Property. To the extent required by Title Insurer to issue the Owner Title Policy (defined in Section 8.4 below), Seller agrees to deliver to Title Insurer such evidence of Sellers’ organizationthe release of any and all other Liens against the Acquired Assets; (j) a SUTA Account Termination or Transfer Request for the Pennsylvania Department of Labor and Industry reflecting that 100% of the Business is transferred, power duly executed by the Seller; (k) originals of all certificates of titles of all vehicles or other equipment owned by the Seller 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.set forth on Schedule 4.6; and

Seller’s Closing Deliveries. At Closing, each Seller shall execute (as necessary) and deliver to Purchaser (either through escrow or as otherwise provided below) each of the documents described below below, the original of each, if not attached as an exhibit to this Agreement, in form and substance reasonably acceptable to Purchaser and Seller: (with respect to each Real Property owned by it): (ia) one original special warranty deed in form attached hereto as Exhibit F-1 and otherwise acceptable to Title Insurer"Special" or "Limited" Warranty Deed, subject only 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) two original counterparts of a xxxx the Xxxx of sale Sale and assignment and assumption Assignment of Assignable Leases, Taken Service Contracts (as defined in the Company Disclosure Letter) and Assignable Construction Contracts as to the applicable Real Property & Intangibles, in the form attached hereto as Exhibit G (the “Xxxx of Sale and General Assignment”)E; (iiic) one copy of the fully signed original notice letter to each of the tenants as to the applicable Real Propertytenants, substantially in the form attached hereto as Exhibit HF; (ivd) one copy of the fully signed original notice letter to each vendor or contractor as to the applicable Real Property under an Assignable Service Contract or Assignable Construction Contractsvendor, substantially in the form attached hereto as Exhibit IG; (ve) one original Seller's non-foreign affidavit, in the form attached hereto as Exhibit JH; (vif) one counterpart such disclosures, declarations and reports as required by applicable state, county or local law in connection with the sale of Real Property; (g) an update of the Joint Rent Roll (hereinafter defined) in the form of the 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 Seller" (as defined in Section 9.2.2 below), true and correct, and subject to the qualifications and limitations on the liability of Seller as provided in Section 9 and Section 10 below); (h) such other documents and instruments as may reasonably and customarily be required by Title Insurer; and (i) two original counterparts of the Closing Statement (as defined in Section 4.3 below); (vii) one counterpart of the final and agreed-upon closing statement prepared by the Title Company, in its capacity as escrow agent, “Escrow Agent” (the “Escrow Agent’s Closing Statement”); (viii) evidence of termination of all property management agreements, including without limitation (a) any existing master property management agreement with 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”) as to the applicable Real Property; (ix) such transfer tax forms, prepared and submitted in electronic format using xxxxx://xxxxx.xxxxxxxx.xxx/MyDec, as are required by law as to the applicable Real Property, if any (the “Transfer Declarations”); (x) to the extent assignable, assignments of such Sellers’ rights to any security deposit that is not in the form of 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 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 such letters, an indemnity agreement in the form attached hereto as Exhibit Q, executed by Seller; and (xii) 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 outstanding charges have been received. To the extent any Construction Contract is not assignable and the work thereunder is not completed by the Closing Date, the parties shall in good faith attempt to agree upon a delegation or other transfer of duties and rights thereunder which comply with the terms and conditions of such Construction Contract. The Joint Closing Statement and Escrow Agent’s Closing Statement may be signed in facsimile or PDF counterparts on the Closing Date. To the extent available and applicable, each Seller shall deliver leave all of the original Leases, Taken Leases and Service Contracts (as defined in the Company Disclosure Letter), Assignable Construction Contracts, keys and electronic pass cards or devices to all entrance doors to, any plans and equipment and utility rooms and vault boxes located in, specifications at the Property, plans and specifications, Licenses and Permits pertaining to such Sellers’ Real Property at the applicable Real Property. To the extent required by Title Insurer to issue the Owner Title Policy (defined in Section 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 Closing, each Seller shall execute or obtain (as necessary) and deliver to Purchaser (either through escrow or as otherwise provided below) each of the documents described below below: (with respect to each Real Property owned by it): (ia) one original special warranty deed “Special” or “Limited” Warranty Deed, in form attached hereto as Exhibit F-1 and otherwise acceptable to the Title Insurer, subject only 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) two original counterparts of a xxxx the Xxxx of sale Sale and assignment Assignment of Leases and assumption of Assignable LeasesContracts, Taken Service Contracts (as defined in the Company Disclosure Letter) and Assignable Construction Contracts as to the applicable Real Property in the form attached hereto as Exhibit G (the “Xxxx of Sale and General Assignment”); (iiic) one original notice letter to each of the tenants as to the applicable Real Propertytenants, substantially in the form attached hereto as Exhibit H; (ivd) one original notice letter to each vendor or contractor as to the applicable Real Property under an Assignable Service Contract or Assignable Construction Contractsvendor, substantially in the form attached hereto as Exhibit I; (ve) one original Seller’s non-foreign affidavit, in the form attached hereto as Exhibit J; (vif) one counterpart two original counterparts of the Joint Closing Statement (as defined in Section 4.3 below); (vii) one counterpart of the final and agreed-upon closing statement prepared by the Title Company, in its capacity as escrow agent, “Escrow Agent” (the “Escrow Agent’s Closing Statement”); (viiig) evidence of termination of all property management agreements, including without limitation (a) any the existing master property management agreement with Equity Commonwealth Management LLCOffice Management, 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 L.L.C. (“Property Manager”) as and if Purchaser requests in writing prior to the applicable Real Propertydate of Closing, evidence of termination of the Exclusive Listing Agreement with United Properties Brokerage LLC; (ixh) such transfer tax forms, prepared and submitted in electronic format using xxxxx://xxxxx.xxxxxxxx.xxx/MyDec, forms as are required by law as to the applicable Real Property, if any (the “Transfer DeclarationsDocuments”); (xi) to the extent assignable, assignments of such Sellers’ Seller’s rights to any security deposit that which is not in the form of cash; , (xij) a release letter State of certificate from each Minnesota Well Disclosure Statement, (k) two original counterparts of (a) the Illinois Department Assignment of Revenue stating that no assessed but unpaid tax penalties or interest are due under Section 9-902(d) of the Illinois Income Tax ActEasements and Declarations, 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 such letters, an indemnity agreement in the form attached hereto as Exhibit QO (the “Easement Assignment”); (l) two 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 originals are not available) of the Leases, together with all guaranties thereof, any letters of credit issued with respect to such Leases, and all 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 such matters described in the Blanket Assignment (as hereinafter defined) relating to the Property as are in the possession or control of Seller; (w) such evidence of Seller’s power and authority as the Title Insurer may reasonably request; (x) such other assignments, instruments of transfer and other documents as Purchaser may reasonably require, including a certificate of good standing from the Secretary of State for the State of Delaware and the 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 Seller; Equity Office Management, L.L.C. (if agreed upon pursuant to Section 9.6) and (xiiz) a certificate 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 City final adjudication 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 outstanding charges have been received. To the extent any Construction Contract is not assignable and the work thereunder is not completed by the Closing Date, the parties shall in good faith attempt to agree upon a delegation or other transfer of duties and rights thereunder which comply with the terms and conditions of such Construction Contractsaid protests.”. The Joint Closing Statement and Escrow Agent’s Closing Statement may be signed in facsimile or PDF counterparts on the Closing Date. To the extent available and applicable, each Seller shall deliver all of the original 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, Licenses and Permits pertaining to such Sellers’ Real Property at the applicable Real Property. To the extent required by Title Insurer to issue the Owner Title Policy (defined in Section 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 the Closing, each Seller shall execute (as necessary) and deliver to Purchaser (either through escrow or as otherwise provided below) each of the documents described below (with respect to each Real Property owned by it): Buyer: (i) one original special warranty deed a duly executed bill of sale relating to the Assets, reasonably satisfactory in form attached hereto as Exhibit F-1 and otherwise acceptable axx xubstance to Title Insurer, subject only to the Permitted ExceptionsBuyer; (ii) two original counterparts a duly executed copy of a xxxx each of sale and assignment and assumption of Assignable Leases, Taken Service Contracts the Ancillary Agreements (as defined in the Company Disclosure Letter) and Assignable Construction Contracts as to the applicable Real Property in the form attached hereto as Exhibit G (the “Xxxx of Sale and General Assignment”Section 1.9); (iii) one original notice letter to each a duly executed copy of the tenants Forza Release (as to the applicable Real Property, substantially in the form attached hereto as Exhibit Hdefined below); (iv) one original notice letter to each vendor or contractor as a duly executed copy of an assignment and assumption agreement pertaining to the applicable Real Property under an Assignable Service Contract or Assignable Construction Contracts, substantially in Contracts and the form attached hereto as Exhibit IAssumed Liabilities; (v) one original non-foreign affidavit, in the form attached hereto as Exhibit Jany consents necessary pursuant to SCHEDULE 2.2; (vi) one counterpart of all such other instruments as shall be reasonably requested by the Joint Closing Statement (as defined Buyer to vest fully in Section 4.3 below)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 counsel, dated the final and agreed-upon closing statement prepared by Closing Date, from Archer & Greiner, a Professional Corporation, counsel to the Title CompanySeller, in its capacity as escrow agentix xxxx anx xxxxxance satisfactory to the Buyer, “Escrow Agent” (to the “Escrow Agent’s Closing Statement”); (viii) evidence of termination of all property management agreements, including without limitation effect that (a) any Seller has been duly incorporated and is validly existing master property management agreement with Equity Commonwealth Management LLC, as a Delaware limited liability company (“EQC Management”) as to corporation in good standing under the applicable Real Property, and (b) any existing sub-management agreement with the property management company identified in the Company Disclosure Letter (“Property Manager”) as to the applicable Real Property; (ix) such transfer tax forms, prepared and submitted in electronic format using xxxxx://xxxxx.xxxxxxxx.xxx/MyDec, as are required by law as to the applicable Real Property, if any (the “Transfer Declarations”); (x) to the extent assignable, assignments of such Sellers’ rights to any security deposit that is not in the form of 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) laws of the Illinois Income Tax Act, as amended, or 35 ILCS 120/5j State of the Illinois Compiled Statues, as amendedNew York; (b) from this Agreement and the Chicago Department of Revenue stating that no assessed but unpaid tax penalties or interest Ancillary Agreements have been duly authorized, executed and delivered by all necessary corporate actions, and are due under Section 3-4-140 the legal, valid and binding obligation of the Chicago Uniform Revenue Procedures OrdinanceSeller and are enforceable against the Seller in accordance with their terms, except as amendedthe 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; and (c) from the Xxxx County Department of Revenue stating that no assessed but unpaid tax penalties or interest are due under Article XI Seller is not required to obtain shareholder approval of the Xxxx County, Illinois Revenue Ordinance, as amended; or in the absence consummation of any such letters, an indemnity agreement in the form attached hereto as Exhibit Q, executed by Seller; and (xii) 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 outstanding charges have been received. To the extent any Construction Contract is not assignable and the work thereunder is not completed by the Closing Date, the parties shall in good faith attempt to agree upon a delegation or other transfer of duties and rights thereunder which comply with the terms and conditions of such Construction Contract. The Joint Closing Statement and Escrow Agent’s Closing Statement may be signed in facsimile or PDF counterparts on the Closing Date. To the extent available and applicable, each Seller shall deliver all of the original 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, Licenses and Permits pertaining to such Sellers’ Real Property at the applicable Real Property. To the extent required by Title Insurer to issue the Owner Title Policy (defined in Section 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 and 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 documents Assets to be executed sell the Assets to Forza or any right by Forza to purchase the Assets known to such counsel; and delivered (e) the execution, delivery and performance of this Agreement and the Ancillary Agreements by Sellers at Closingthe Seller, including, without limitation, an ALTA Statement and GAP Indemnity the consummation of the transactions contemplated in the forms attached 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 Company Disclosure Letter Seller, 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 Exhibit T-1 and Exhibit T-2to matters of fact.

Seller’s Closing Deliveries. At Closing, each Seller shall execute (as necessary) and deliver to Purchaser (either through escrow or as otherwise provided below) each of the documents described below (with respect to each Real Property owned by it): below: (i) one original special warranty deed “Special” or “Limited” Warranty Deed, in form attached hereto as Exhibit F-1 and otherwise acceptable to Title Insurer, subject only 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) two original counterparts of a xxxx of sale and assignment and assumption of Assignable Leases, Taken Service Contracts (as defined in the Company Disclosure Letter) leases and Assignable Construction Contracts as contracts with respect to the applicable Real Property Property, in the form attached hereto as Exhibit G (the “Xxxx of Sale and General Assignment”); (iii) one original notice letter to each of the tenants as tenant with respect to the applicable Real Property, substantially in the form attached hereto as Exhibit HH (to be delivered outside of Closing); (iv) one original notice letter to each Service Contract vendor or contractor as with respect to the applicable Real Property under an Assignable Service Contract or Assignable Construction ContractsProperty, substantially in the form attached hereto as Exhibit II (to be delivered outside of Closing); (v) one original Seller’s non-foreign affidavit, in the form attached hereto as Exhibit J; (vi) one counterpart of the Joint Closing Statement (as defined in Section 4.3 below4.3); (vii) 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”); (viii) evidence of termination of all property management agreements, including without limitation (a) any the existing master property management agreement with Equity Commonwealth Management LLCOffice Management, L.L.C., a Delaware limited liability company (“EQC ManagementProperty Manager”) as to the applicable Real Property, and (b) any existing sub-management the brokerage agreement with the property management company identified in the Company Disclosure Letter (“Property Manager”) , together with a broker’s lien waiver executed by Property Manager, which lien waiver may exclude any Protected Tenants (as to the applicable Real Propertydefined in Section 4.8); (ix) a list of Protected Tenants with respect to the Property; (x) such transfer tax forms, prepared and submitted in electronic format using xxxxx://xxxxx.xxxxxxxx.xxx/MyDec, forms as are required by law as to the applicable Real Propertylaw, if any (the “Transfer DeclarationsDocuments”); (xxi) to the extent assignable, assignments of such Sellers’ Seller’s rights to any security deposit that is not in the form of 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 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 such letters, an indemnity agreement in the form attached hereto as Exhibit Q, executed by Seller; and (xii) a certificate from rent roll used by Seller in the City ordinary course of Chicago Department business; (xiii) two (2) original counterparts of Water Management stating that a final reading Master Lease (as defined in Section 8.9 hereof); (xiv) an executed copy of the water meter at Declaration (as defined in Section 8.6) and (xv) such evidence of Seller’s power and authority as the Property has been made and full payment of all outstanding charges have been received. To the extent any Construction Contract is not assignable and the work thereunder is not completed by the Closing Date, the parties shall in good faith attempt to agree upon a delegation or other transfer of duties and rights thereunder which comply with the terms and conditions of such Construction ContractTitle Insurer may reasonably request. The Joint Closing Statement and Escrow Agent’s Closing Statement may be signed in facsimile or PDF counterparts on the Closing Date. To the extent available and applicableavailable, each Seller shall leave, and/or cause the Property Manager to leave and/or deliver promptly after the Closing Date all of the original Leases, Taken Leases and Service Contracts (as defined in the Company Disclosure Letter), Assignable Construction Contracts, keys and electronic pass cards or devices warranties, all correspondence and working files maintained by the Property Manager relating to all entrance doors to, and equipment and utility rooms and vault boxes located in, the Property, and, to the extent available and in Seller’s possession, originals and/or copies of all plans and specifications, Licenses contracts, licenses, permits, keys, access cards and Permits Tangible Personal Property pertaining to such Sellers’ Real Property the Property, at the applicable Real respective Property. To the extent required by Title Insurer to issue the Owner Title Policy (defined in Section 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 ClosingOn or before the Closing Date, each the Seller shall execute (as necessary) and acknowledge, where appropriate, and deliver the instruments, documents and/or other items described in clauses (i), (ii), (iii), (iv), (viii), (ix), (x), (xi), and (xii) to Purchaser the Purchasers (either through escrow or as otherwise provided below) each of the documents described below (or, with respect to each Real Property owned clause (xii) below, to the German Notary) at Closing as provided herein, provided that the instruments described in clause (i) will be delivered upon Seller’s receipt of (x) the amount described in Section 3.1(d)(i) and (y) evidence of the wire transfer (e.g., SWIFT confirmation) for payment of the Bank Payoff Amount due pursuant to this Agreement, and also upon receipt of such amount and evidence, Seller shall deliver the following items (v), (vi), (vii) and (xiii) to the Purchasers (the following collectively with the documents to be delivered by itPurchaser pursuant to Section 3.1(c), the “Closing Documents”): (i) one original special warranty deed A duly executed Assignment of LLC Interests in form attached hereto as Exhibit F-1 and otherwise acceptable to Title Insurer, subject only to respect of the Permitted Exceptions; (ii) two original counterparts of a xxxx of sale and assignment and assumption of Assignable Leases, Taken Service Contracts (as defined LLC Interests in the Company Disclosure Letter) and Assignable Construction Contracts as to the applicable Real Property each Owner in the form attached hereto as Exhibit G B-1 and a duly executed First Amendment to Limited Liability Company Agreement for each Owner LLC Agreement in the form attached hereto as Exhibit B-2, pursuant to which, among other things, the words “Xxxxx Global REIT” will be deleted from the names of the Owners; (ii) Evidence of authority (including customary officer’s certificates relating to organizational documents, incumbency and authorizing resolutions), good standing (if applicable) and due authorization of Seller to enter into the “Xxxx transaction contemplated hereby and to perform all of Sale its obligations hereunder, including the execution and General Assignment”)delivery of all the closing documents required by this Agreement; (iii) one original notice letter to A certificate in the form attached hereto as Exhibit C (“FIRPTA Certificate”) from Seller certifying that Seller is not a “foreign person” as defined in Section 1445 of the Internal Revenue Code of 1986, as amended; (iv) Written resignations, dated the Closing Date, of each of the tenants Managers (solely for the purposes of this sub-clause (iv), as defined in each Owner LLC Agreement) of each Owner; (v) All of the books and records of each Owner, including all notices, correspondence, orders, inquiries, drawings, plans, books of account and other documents and records, in each case to the applicable Real Propertyextent in the possession of Seller or at a Manager’s office (which shall be deemed delivered provided such items are located in the offices of an Owner or any Manager at a Project); (vi) All original Applicable Leases and Applicable Contracts for each Project to the extent in the possession of Seller or an Owner (which shall be deemed delivered provided such items are located in the offices of an Owner or any Manager at a Project); 18 (vii) All keys for the Projects and all leasing and other files relating to the Projects and all other licenses, certificates, permits, plans records, reports, documents and instruments that comprise the Intangible Property for the Projects to the extent in the possession of Seller or an Owner (which shall be deemed delivered provided such items are located in the offices of an Owner or any Manager at a Project); (viii) A copy of the executed agreements terminating, at no cost to the Owners or the Purchasers, the Management Agreements as of the Closing Date; (ix) Reasonable evidence that each Owner’s existing insurance policies (if any) shall be cancelled at Closing at no cost to the Owners or the Purchasers; (x) A good standing certificate from the Secretary of State of Delaware for each Owner, dated as of a date within ten (10) Business Days of the Closing Date; (xi) A closing certificate (the “Seller’s Closing Certificate”) substantially in the form attached hereto as Exhibit H; (iv) one original notice letter to each vendor O-1 dated as of the Closing Date, certifying that all of the Seller’s Representations and Warranties are true and correct in all material respects as of the Closing Date, and repeating all of the Seller’s Representations and Warranties as of the Closing Date, subject to, and as adjusted solely for, any Authorized Qualifications and other events that have first arisen since the Effective Date that would result in any breach or contractor inaccuracy of the Seller’s Representations and Warranties when repeated as of the Closing Date that have been disclosed in writing to the applicable Real Property under an Assignable Service Contract or Assignable Construction Contracts, substantially in the form attached hereto as Exhibit I; (v) one original non-foreign affidavit, in the form attached hereto as Exhibit J; (vi) one counterpart of the Joint Closing Statement (as defined in Section 4.3 below); (vii) one counterpart of the final and agreed-upon closing statement prepared by the Title Company, in its capacity as escrow agent, “Escrow Agent” (the “Escrow Agent’s Closing Statement”); (viii) evidence of termination of all property management agreements, including without limitation (a) any existing master property management agreement with Equity Commonwealth Management LLC, a Delaware limited liability company (“EQC Management”) as Purchasers prior 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”) as to the applicable Real Property; (ix) such transfer tax forms, prepared and submitted in electronic format using xxxxx://xxxxx.xxxxxxxx.xxx/MyDec, as are required by law as to the applicable Real Property, if any (the “Transfer Declarations”); (x) to the extent assignable, assignments of such Sellers’ rights to any security deposit that is not in the form of 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 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 such letters, an indemnity agreement in the form attached hereto as Exhibit Q, executed by SellerClosing Date; and (xii) a certificate from The following with respect to the City Existing Mortgages (to be delivered at or before Closing to the German Notary): (A) the documents required for the cancellation of Chicago Department of Water Management stating Existing Mortgages (including, where required, land charge certificates and previous assignment agreements if any Existing Lender is not registered as beneficiary in the relevant land register), in such form as is required for recording in the land register (in grundbuchtauglicher Form) and only under the condition (Treuhandauflage) that a final reading of the water meter at cancellation may only be filed with the Property land register upon written confirmation by the respective Existing Lender that the amount set out in the respective Bank Payoff Statement has been made and full payment of all outstanding charges have been received. To the extent any Construction Contract is not assignable and the work thereunder is not completed by the Closing Date, the parties shall in good faith attempt to agree upon a delegation or other transfer of duties and rights thereunder which comply with the terms and conditions of such Construction Contract. The Joint Closing Statement and Escrow Agent’s Closing Statement may be signed in facsimile or PDF counterparts on the Closing Date. To the extent available and applicable, each Seller shall deliver all of the original 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, Licenses and Permits pertaining to such Sellers’ Real Property at the applicable Real Property. To the extent required by Title Insurer to issue the Owner Title Policy (defined in Section 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 repaid; the documents to be executed provided shall include the applications for release of the Existing Mortgage (Löschungsantrage) of the respective Owner in such form as is required for recording in the land register; and (B) security release agreements between the providers of security in connection with the existing facilities pursuant to which the respective security is (i) released upon (and with effect of) the receipt by the relevant 19 Existing Lender on the Closing Date of the respective Bank Payoff Amount. The Seller shall procure from each Existing Lender a statement by such Existing Lender confirming that all obligations of the respective Owner in respect of (y) principal and interest and (z) (to the extent such confirmation can be given by the relevant Existing Lender at that point in time and/or in compliance with its standard procedures) costs, fees and expenses then due in connection with the applicable Existing Mortgage, as well as any associated security and hedging agreements, will be fully discharged upon receipt by such Existing Lender of the relevant Bank Payoff Amount (such documents and agreements described in (A) and (B) above, collectively, the “Releases”). (xiii) Such other instruments and documents, if any, to be executed, acknowledged and/or delivered by Sellers at ClosingSeller to the Purchasers pursuant to any of the other provisions of this Agreement or otherwise reasonably necessary to complete the transaction contemplated hereby and to carry out the intent and purposes of this Agreement; provided the same shall not impose any new obligations upon Seller (other than to a de minimis extent), includingsubject Seller to additional liability not already contemplated hereunder, without limitation, an ALTA Statement and GAP Indemnity or require the expenditure by Seller of any monies in excess of de minimis amounts (in the forms attached to the Company Disclosure Letter as Exhibit T-1 and Exhibit T-2.aggregate). (d)

Seller’s Closing Deliveries. At Closing, each Seller shall execute (as necessary) and deliver or cause to be delivered to Purchaser (either through escrow or as otherwise provided below) each of the documents described below below: (with respect to each Real Property owned by it): (ia) one original special warranty deed in form attached hereto as Exhibit F-1 and otherwise acceptable for each Property conveying fee simple title to Title Insurereach Property to Purchaser (each, subject only to the Permitted Exceptionsa “Deed”); (iib) two one original counterparts of a xxxx of 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 Seller’s non-foreign affidavit in the form attached hereto as Exhibit G C, which shall be executed and delivered by the transferor (within the “Xxxx meaning of Sale and General Assignment”Code Section 1445) of the Properties; (c) counterparts of the Closing Statement (as defined in Section 4.4 below); (iiid) one original notice letter such evidence of Seller’s power and authority to 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 contemplated herein and which do not impose, create, or 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 (each, a “Master Lease” and collectively, the tenants as to the applicable Real Property, substantially “Master Leases”) in the form attached hereto as Exhibit HB 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; (ivh) Seller executed notices of sale with respect to the Properties; (i) one original notice letter assignment agreement for each pool of Properties covered by a Master Lease transferring to each vendor or contractor as Purchaser Seller’s right, title and interest in and to the applicable Real Property under an Assignable Service Contract or Assignable Construction Contractsany permits, substantially in the form attached hereto as Exhibit I; (v) one original non-foreign affidavitlicenses, warranties and guaranties relating to such Properties, if any, in the form attached hereto as Exhibit JF; (vij) one counterpart of the Joint Closing Statement (as defined in Section 4.3 below); (vii) one counterpart of the final and agreed-upon closing statement prepared an original estoppel certificate with respect to each Master Lease executed by the Title CompanyApro, in its capacity as escrow agent, “Escrow Agent” (the “Escrow Agent’s Closing Statement”); (viii) evidence of termination of all property management agreements, including without limitation (a) any existing master property management agreement with Equity Commonwealth Management LLC, a Delaware limited liability company (“EQC ManagementTenant”) 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”) as to the applicable Real Property; (ix) such transfer tax forms, prepared and submitted in electronic format using xxxxx://xxxxx.xxxxxxxx.xxx/MyDec, as are form required by law as such Master Lease and dated no earlier than five (5) days prior to the applicable Real PropertyClosing (each, if any (a “Tenant Estoppel” and collectively, the “Transfer DeclarationsTenant Estoppels”); and (xk) an original estoppel certificate executed by all other parties (to the extent assignable, assignments 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 such Sellers’ rights Seller) to any security deposit 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 form of cash; event that Seller is unable to deliver any estoppel certificate required under this clause (xik) 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 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 such letters, an indemnity agreement in the form attached hereto as Exhibit Q, executed by Seller; and (xii) 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 outstanding charges have been received. To the extent any Construction Contract is not assignable and the work thereunder is not completed by prior to the Closing Date, the parties Closing Date shall not be postponed, but Seller shall use its best efforts to assist Purchaser in good faith attempt obtaining such estoppel certificate as soon after the Closing Date as commercially practicable. Notwithstanding anything to agree upon a delegation or other transfer of duties the contrary herein, Seller shall deliver the Tenant Estoppels to Purchaser at least five (5) days prior to the Closing Date. Seller’s obligation, if any, to provide the files and rights thereunder which comply with materials listed herein shall survive the terms and conditions of such Construction ContractClosing. The Joint Closing Statement and Escrow Agent’s Closing Statement may be signed in electronic or facsimile or PDF counterparts on the Closing Date. To the extent available and applicable, each Seller shall deliver all of the original 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, Licenses and Permits pertaining to such Sellers’ Real Property at the applicable Real Property. To the extent required by Title Insurer to issue the Owner Title Policy (defined in Section 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 ClosingOn or before the day that is one (1) business day prior to the Closing Date (or such other date specified in this Section), each 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 otherwise provided below) each of the documents described below (with respect to each Real Property owned by it): California Form 593-C, (i) one original special warranty deed in form attached hereto as Exhibit F-1 (1) closing statement ("Closing Statement") executed or initialed by Seller reflecting the Purchase Price and otherwise acceptable to Title Insurerthe adjustments and prorations required hereunder, subject only G) evidence reasonably satisfactory to the Permitted Exceptions; Title Company respecting the due organization of Seller and the due authorization and execution by Seller of this Agreement and the documents required to be delivered hereunder, and (iik) two original counterparts of a xxxx of sale and assignment and assumption of Assignable Leases, Taken Service Contracts (such additional documents as defined in the Company Disclosure Letter) and Assignable Construction Contracts as to the applicable Real Property in the form attached hereto as Exhibit G (the “Xxxx of Sale and General Assignment”); (iii) one original notice letter to each of the tenants as to the applicable Real Property, substantially in the form attached hereto as Exhibit H; (iv) one original notice letter to each vendor or contractor as to the applicable Real Property under an Assignable Service Contract or Assignable Construction Contracts, substantially in the form attached hereto as Exhibit I; (v) one original non-foreign affidavit, in the form attached hereto as Exhibit J; (vi) one counterpart of the Joint Closing Statement (as defined in Section 4.3 below); (vii) one counterpart of the final and agreed-upon closing statement prepared may be reasonably required by the Title Company, Company in its capacity as escrow agent, “Escrow Agent” (the “Escrow Agent’s Closing Statement”); (viii) evidence of termination of all property management agreements, including without limitation (a) any existing master property management agreement with 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”) as to the applicable Real Property; (ix) such transfer tax forms, prepared and submitted in electronic format using xxxxx://xxxxx.xxxxxxxx.xxx/MyDec, as are required by law as to the applicable Real Property, if any (the “Transfer Declarations”); (x) to the extent assignable, assignments of such Sellers’ rights to any security deposit that is not in the form of 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 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 such letters, an indemnity agreement in the form attached hereto as Exhibit Q, executed by Seller; and (xii) 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 outstanding charges have been received. To the extent any Construction Contract is not assignable and the work thereunder is not completed by the Closing Date, the parties shall in good faith attempt to agree upon a delegation or other transfer of duties and rights thereunder which comply with the terms and conditions of such Construction Contract. The Joint Closing Statement and Escrow Agent’s Closing Statement may be signed in facsimile or PDF counterparts on the Closing Date. To the extent available and applicable, each Seller shall deliver all of the original 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, Licenses and Permits pertaining to such Sellers’ Real Property at the applicable Real Property. To the extent required by Title Insurer to issue the Owner Title Policy (defined in Section 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 order to consummate the transactions contemplated under this Agreement hereunder (provided the same do not increase in any material respect the costs to, or the documents to be executed and delivered by Sellers at Closingli_ability or obligations of, including, without limitation, an ALTA Statement and GAP Indemnity Seller in the forms attached to the Company Disclosure Letter as Exhibit T-1 and Exhibit T-2a manner not otherwise provided for herein).

Seller’s Closing Deliveries. At Closing, each Seller shall execute (as necessary) and deliver to Purchaser (either through escrow or as otherwise provided below) each of the documents described below below: (with respect to each Real Property owned by it): (ia) one original special warranty deed Grant Deed for the Property, in the form attached hereto as Exhibit F-1 and otherwise acceptable S, warranting title to Title Insurerthe Real Property against all persons claiming by, through or under Seller, but not otherwise, subject only to the exceptions listed on attached Exhibit F and any other matters which become Permitted ExceptionsExceptions pursuant to Section 3 above; (iib) two original counterparts of a xxxx bxxx of sale and assignment of Leases and assumption of Assignable LeasesContracts for the Property, Taken Service Contracts (as defined in the Company Disclosure Letter) and Assignable Construction Contracts as to the applicable Real Property in the form attached hereto as Exhibit G (the “Xxxx of Sale and General Assignment”), together with an updated Rent Roll and schedule of rent arrearages for the Property; (iiic) one original notice letter to each of the tenants as to the applicable Real Propertytenant, substantially in the form attached hereto as Exhibit HH (to be delivered outside of escrow); (ivd) one original notice letter to each vendor or contractor as to the applicable Real Property under an Assignable Service Contract or Assignable Construction Contractsparty, substantially in the form attached hereto as Exhibit I; (ve) one original Seller’s non-foreign affidavitaffidavits (under Federal and California law), in the form forms attached hereto as Exhibit JExhibits J and J-1, respectively; (vif) one counterpart two original counterparts of the Joint Closing Statement (as defined in Section 4.3 below); (vii) one counterpart of the final and agreed-upon closing statement prepared by the Title Company, in its capacity as escrow agent, “Escrow Agent” (the “Escrow Agent’s Closing Statement”); (viiig) evidence of termination of all property management agreements, including without limitation (a) any the existing master property management agreement with Equity Commonwealth Management LLCOffice Management, 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 L.L.C. (“Property Manager”) as to and of the applicable Real Propertyexisting leasing agreement with Equity Office Properties Management Corp., a Delaware corporation; (ixh) such transfer tax forms, prepared and submitted in electronic format using xxxxx://xxxxx.xxxxxxxx.xxx/MyDec, forms as are required by law as to the applicable Real Propertylaw, if any (the “Transfer DeclarationsDocuments”); (xi) to the extent assignable, assignments of such Sellers’ Seller’s rights to any security deposit that which is not in the form of cash; (xij) a release letter such evidence of certificate from each of (a) Seller’s power and authority as Purchaser and the Illinois Department of Revenue stating that no assessed but unpaid tax penalties or interest are due under Section 9-902(d) of the 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 amendedTitle Insurer may reasonably request; and (ck) 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, such affidavits as amended; or in the absence of any such letters, an indemnity agreement in the form attached hereto as Exhibit Q, executed by Seller; and (xii) 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 outstanding charges have been received. To the extent any Construction Contract is not assignable and the work thereunder is not completed may be reasonably required by the Closing DateTitle Insurer, the including, without limitation, mechanics’ liens, parties shall in good faith attempt to agree upon a delegation or other transfer of duties possession and rights thereunder which comply with the terms and conditions of such Construction Contractgap affidavits. The Joint Closing Statement and Escrow Agent’s Closing Statement may be signed in facsimile or PDF counterparts on the Closing Date. To the extent available and applicableavailable, each Seller shall deliver leave all of the original Leases, Taken Leases and 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, Licenses contracts, licenses and Permits permits pertaining to such Sellers’ Real the Property at the applicable Real Property. To the extent required by Title Insurer to issue the Owner Title Policy (defined in Section 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 ClosingOn or before the day that is one (1) business day prior to the Closing Date (or such other date specified in this Section), each Seller shall execute (as necessary) and deliver to Purchaser Escrow Holder the following: (either through escrow or as otherwise provided belowa) each one (1) duly executed and notarized original of the documents described below grant deed (the “Deed”) in the form of Exhibit “C” attached hereto, with respect restrictions and reservations, if any, that Buyer and Seller have agreed upon in writing to each Real Property owned by it): (i) one original special warranty deed include in form attached hereto as Exhibit F-1 and otherwise acceptable to Title Insurer, subject only the Deed prior to the Permitted Exceptions; Inspection Deadline, (iib) two four (4) duly executed original counterparts of a the quitclaim xxxx of 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 hereto as Exhibit G (the “Xxxx of Sale and General Assignment”); (iii) one original notice letter to each of the tenants as to the applicable Real Property, substantially in the form attached hereto as Exhibit H; (iv) one original notice letter to each vendor or contractor as to the applicable Real Property under an Assignable Service Contract or Assignable Construction Contracts, substantially in the form attached hereto as Exhibit I; (v) one original non-foreign affidavit, in the form attached hereto as Exhibit J; (vi) one counterpart of the Joint Closing Statement (as defined in Section 4.3 below); (vii) one counterpart of the final and agreed-upon closing statement prepared by the Title Company, in its capacity as escrow agent, “Escrow Agent” (the “Escrow Agent’s Closing Statement”); (viii) evidence of termination of all property management agreements, including without limitation (a) any existing master property management agreement with Equity Commonwealth Management LLC, a Delaware limited liability company (“EQC ManagementSale”) 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”) as to the applicable Real Property; (ix) such transfer tax forms, prepared and submitted in electronic format using xxxxx://xxxxx.xxxxxxxx.xxx/MyDec, as are required by law as to the applicable Real Property, if any (the “Transfer Declarations”); (x) to the extent assignable, assignments of such Sellers’ rights to any security deposit that is not in the form of 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 Illinois Income Tax ActExhibit “D” attached hereto, 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 four (4) duly executed original counterparts of the Xxxx County, Illinois Revenue Ordinance, as amended; or in assignment of leases and contracts (the absence “Assignment of any such letters, an indemnity agreement Leases and Contracts”) in the form of Exhibit “E” attached hereto as hereto, (d) four (4) duly executed original counterparts of the general assignment (the “General Assignment”) in the form of‌ Exhibit Q“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 reasonably revised by Seller) and the California Form 593-C, (i) one (1) closing statement (“Closing Statement”) executed or initialed by Seller reflecting the Purchase Price and the adjustments and prorations required hereunder, (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 and the documents required to be delivered hereunder, and (xiik) 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 outstanding charges have been received. To the extent any Construction Contract is not assignable and the work thereunder is not completed such additional documents as may be reasonably required by the Closing Date, the parties shall Title Company in good faith attempt to agree upon a delegation or other transfer of duties and rights thereunder which comply with the terms and conditions of such Construction Contract. The Joint Closing Statement and Escrow Agent’s Closing Statement may be signed in facsimile or PDF counterparts on the Closing Date. To the extent available and applicable, each Seller shall deliver all of the original 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, Licenses and Permits pertaining to such Sellers’ Real Property at the applicable Real Property. To the extent required by Title Insurer to issue the Owner Title Policy (defined in Section 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 order to consummate the transactions contemplated under this Agreement hereunder (provided the same do not increase in any material respect the costs to, or the documents to be executed and delivered by Sellers at Closingliability or obligations of, including, without limitation, an ALTA Statement and GAP Indemnity Seller in the forms attached to the Company Disclosure Letter as Exhibit T-1 and Exhibit T-2a manner not otherwise provided for herein).

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), each Seller shall execute deliver to Escrow Holder the following: (a) one (1) duly executed and notarized original of the grant deed (the “Deed”) in the form of Exhibit “C” attached hereto, with restrictions and reservations, if any, 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 of the quitclaim bill of sale (the “Bill of Sale”) in the form of Exhibit “D” attached 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 “E” attached hereto, (d) four (4) duly executed original counterparts of the 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 otherwise provided below) each of the documents described below (with respect to each Real Property owned by it): California Form 593-C, (i) one original special warranty deed in form attached hereto as Exhibit F-1 (1) closing statement (“Closing Statement”) executed or initialed by Seller reflecting the Purchase Price and otherwise acceptable to Title Insurerthe adjustments and prorations required hereunder, subject only (j) evidence reasonably satisfactory to the Permitted Exceptions; Title Company respecting the due organization of Seller and the due authorization and execution by Seller of this Agreement and the documents required to be delivered hereunder, and (iik) two original counterparts of a xxxx of sale and assignment and assumption of Assignable Leases, Taken Service Contracts (such additional documents as defined in the Company Disclosure Letter) and Assignable Construction Contracts as to the applicable Real Property in the form attached hereto as Exhibit G (the “Xxxx of Sale and General Assignment”); (iii) one original notice letter to each of the tenants as to the applicable Real Property, substantially in the form attached hereto as Exhibit H; (iv) one original notice letter to each vendor or contractor as to the applicable Real Property under an Assignable Service Contract or Assignable Construction Contracts, substantially in the form attached hereto as Exhibit I; (v) one original non-foreign affidavit, in the form attached hereto as Exhibit J; (vi) one counterpart of the Joint Closing Statement (as defined in Section 4.3 below); (vii) one counterpart of the final and agreed-upon closing statement prepared may be reasonably required by the Title Company, Company in its capacity as escrow agent, “Escrow Agent” (the “Escrow Agent’s Closing Statement”); (viii) evidence of termination of all property management agreements, including without limitation (a) any existing master property management agreement with 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”) as to the applicable Real Property; (ix) such transfer tax forms, prepared and submitted in electronic format using xxxxx://xxxxx.xxxxxxxx.xxx/MyDec, as are required by law as to the applicable Real Property, if any (the “Transfer Declarations”); (x) to the extent assignable, assignments of such Sellers’ rights to any security deposit that is not in the form of 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 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 such letters, an indemnity agreement in the form attached hereto as Exhibit Q, executed by Seller; and (xii) 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 outstanding charges have been received. To the extent any Construction Contract is not assignable and the work thereunder is not completed by the Closing Date, the parties shall in good faith attempt to agree upon a delegation or other transfer of duties and rights thereunder which comply with the terms and conditions of such Construction Contract. The Joint Closing Statement and Escrow Agent’s Closing Statement may be signed in facsimile or PDF counterparts on the Closing Date. To the extent available and applicable, each Seller shall deliver all of the original 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, Licenses and Permits pertaining to such Sellers’ Real Property at the applicable Real Property. To the extent required by Title Insurer to issue the Owner Title Policy (defined in Section 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 order to consummate the transactions contemplated under this Agreement hereunder (provided the same do not increase in any material respect the costs to, or the documents to be executed and delivered by Sellers at Closingliability or obligations of, including, without limitation, an ALTA Statement and GAP Indemnity Seller in the forms attached to the Company Disclosure Letter as Exhibit T-1 and Exhibit T-2a manner not otherwise provided for herein).

Seller’s Closing Deliveries. At Closing, each Seller shall execute (as necessary) and deliver to Purchaser (either through escrow or as otherwise provided below) each of the documents described below (with respect to each Real Property owned by it): below: (i) one original special warranty deed in form attached hereto as Exhibit F-1 an assignment of the Membership Interests of Seller and otherwise acceptable to Title Insurerthe assumption thereof by Purchaser, subject only to the Permitted Exceptions; (ii) two original counterparts of a xxxx of 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 hereto as Exhibit G (the “Xxxx Assignment of Sale and General AssignmentMembership Interests”), executed by Seller; (ii) resignation letters from each officer, director and/or manager of Nine Penn Owner, in each case effective as of the Closing Date, (iii) one original notice letter to each of the tenants as to the applicable Real Propertytenants, substantially in the form attached hereto the Company Disclosure Letter as Exhibit H; (iv) one original notice letter to each vendor or contractor as to the applicable Real Property under an Assignable Service Contract or Assignable Construction ContractsContract, substantially in the form attached hereto the Company Disclosure Letter as Exhibit I; (v) one original Seller’s non-foreign affidavit, in the form attached hereto as Exhibit J; (vi) one counterpart of the Joint Closing Statement (as defined in Section 4.3 below); (vii) 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”); (viii) evidence of termination of all property management agreements, including without limitation (a) any existing master property management agreement with 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”), (c) the Brokerage Agreements, (d) all Service Contracts and Utility Agreements that Seller is required to terminate pursuant to this Agreement, and (e) the amenities 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 applicable Real PropertyClosing 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) such transfer tax forms, prepared and submitted a list of Protected Tenants (as defined in electronic format using xxxxx://xxxxx.xxxxxxxx.xxx/MyDec, as are required by law as to the applicable Real Property, if any (the “Transfer Declarations”Section 4.3.7.2 below); (x) subject to Section 9.2 below, a certificate of Seller stating that the extent assignable, assignments representations and warranties made by Seller in Section 9.1 of such Sellers’ rights to any security deposit that is not this Agreement are true and correct in all material respects as of the form of cashClosing; (xi) a release letter of certificate from each of (a) certification statement issued by the Illinois Philadelphia Department of Revenue stating that no assessed but unpaid tax penalties or interest are due under Section 9-902(d) of the 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; Licenses 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 such letters, an indemnity agreement in the form attached hereto as Exhibit Q, executed by SellerInspections; and (xii) a certificate from an updated rent roll in the City of Chicago Department of Water Management stating that a final reading same form attached to this Agreement dated no earlier than three (3) Business Days prior to Closing and certified by Seller as the operational rent roll used by Nine Penn Owner in the operation and management of the water meter at the Property has been made and full payment of all outstanding charges have been received. To the extent any Construction Contract is not assignable and the work thereunder is not completed by the Closing Date, the parties shall in good faith attempt to agree upon a delegation or other transfer of duties and rights thereunder which comply with the terms and conditions of such Construction ContractProperty. The Joint Closing Statement and Escrow Agent’s Closing Statement may be signed in facsimile or PDF counterparts on the Closing Date. To the extent available and applicableavailable, each Seller shall deliver leave all of the original Leases, Taken Assignable 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 Propertykeys, plans and specifications, Licenses licenses and Permits permits, and other books and records of Nine Penn Owner pertaining to such Sellers’ Real the Property at the applicable Real Property. To the extent required by Title Insurer to issue the Owner Title Policy (defined in Section 8.4 below)Owner’s Policy, Seller agrees to deliver to Title Insurer such (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 Sellers’ Seller’s organization, power and authority in form and such other documents as content reasonably required by 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-2Insurer.

Seller’s Closing Deliveries. At Closing, each Seller shall execute (as necessary) and deliver to Purchaser (either through escrow or as otherwise provided below) each of the documents described below below: (with respect to a) each Real Property owned by it): (i) one original special warranty deed in form attached hereto as Exhibit F-1 and otherwise acceptable to Title Insurer, subject only to the Permitted ExceptionsSeller’s Deed; (iib) two original counterparts of a xxxx each Seller’s Xxxx of sale Sale and assignment Assignment and assumption Assumption of Assignable Leases, Taken Service Leases and Assumed Contracts (as defined herein) as to such Seller’s interest in the Company Disclosure Letter) and Assignable Construction Contracts as to the applicable Real Property Property, each in the form attached hereto as Exhibit G C (the “Xxxx of Sale and "General Assignment”Assignments"); (iiic) one original notice letter to each of the tenants as to the applicable Real Property, substantially in the form attached hereto as Exhibit H; (iv) one original notice letter to each vendor or contractor as to the applicable Real Property under an Assignable Service Contract or Assignable Construction Contracts, substantially in the form attached hereto as Exhibit I; (v) one original Seller’s non-foreign affidavit, in the form attached hereto as Exhibit JE; (vid) one counterpart two original, facsimile or electronic (i.e. scanned and delivered via e-mail) counterparts of the Joint Closing Statement (as defined in Section 4.3 below); (vii) one counterpart of the final and agreed-upon closing statement prepared by the Title Company, in its capacity as escrow agent, “Escrow Agent” (the “Escrow Agent’s Closing Statement”); (viiie) evidence of termination of all any existing property management agreementsagreements with TPG-FP Services, including without limitation (a) any existing master property management agreement with Equity Commonwealth Management LLCL.P., a Delaware Texas limited liability company partnership (“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”") as to affecting the applicable Real Property; (ixf) such transfer tax forms, prepared and submitted in electronic format using xxxxx://xxxxx.xxxxxxxx.xxx/MyDec, forms as are required by law as to the applicable Real Property, if any (the “"Transfer Declarations”Documents"); (xg) the schedules of delinquent rents and Tenant Reimbursements described in Sections 4.3.2 and 4.4.1, respectively; (h) the list of tenants with ongoing reconciliations of Tenant Reimbursements and Tenant Reimbursement Expenses, if any, for the year 2012 as described in Sections 4.4.2 and 4.4.1, (i) affidavits to the extent assignable, assignments of such Sellers’ rights to any security deposit that is not in the form of cash; (xi) a release letter of certificate Title Company 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 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 such letters, an indemnity agreement Seller in the form attached hereto as Exhibit QL or in a form otherwise reasonably acceptable to Seller and the Title Company, executed by Sellerand such evidence of power and authority as the Title Company reasonably may request; (j) one original notice letter to tenants for each Property in the form attached hereto as Exhibit D (delivery may be made outside of escrow); (k) copies of the notices of assignment to the counterparties of the Service Contracts that are Assumed Contracts as described in Section 9.3.5 hereof, which Seller will transmit outside of escrow at Closing and (xiil) 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 outstanding charges have been received. To to the extent any Construction Contract is not assignable declaration of restrictions, easements and agreements ("REA") affecting the work thereunder is not completed Property requires a specific written assignment and/or assumption agreement with respect to such REA, an executed assignment and/or assumption agreement with respect to such REA in the form required by the Closing Date, the parties shall in good faith attempt to agree upon a delegation or other transfer of duties and rights thereunder which comply with the terms and conditions of such Construction Contract. The Joint Closing Statement and Escrow Agent’s Closing Statement may be signed in facsimile or PDF counterparts on the Closing DateREA. To the extent available and applicablein a Seller’s possession, at Closing each Seller shall deliver leave for Purchaser at each respective Property all of the original 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, Licenses contracts, licenses and Permits permits, property correspondence files and tenant records and files (excluding therefrom any confidential internal memoranda of any Seller and any documentation subject to attorney-client privilege), marketing materials (excluding therefrom any such materials that include any information proprietary to a Seller or any other party affiliated with Xxxxxx Properties Group, Inc.) pertaining to such Sellers’ Real Property at the applicable Real Property. To the extent required by Title Insurer to issue the Owner Title Policy (defined in Section 8.4 below), Each Seller agrees to shall also deliver to Title Insurer Purchaser at Closing possession of each respective Property with all necessary keys and codes in such Seller’s possession or control and such evidence of Sellers’ organization, such Seller’s power and authority and such other documents as the Title Insurer Purchaser 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-2request.

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), each 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 otherwise provided below) each of the documents described below (with respect to each Real Property owned by it): California Form 593-C, (i) one original special warranty deed in form attached hereto as Exhibit F-1 (1) closing statement ("Closing Statement") executed or initialed by Seller reflecting the Purchase Price and otherwise acceptable to Title Insurerthe adjustments and prorations required hereunder, subject only G) evidence reasonably satisfactory to the Permitted Exceptions; Title Company respecting the due organization of Seller and the due authorization and execution by Seller of this Agreement and the documents required to be delivered hereunder, and (iik) two original counterparts of a xxxx of sale and assignment and assumption of Assignable Leases, Taken Service Contracts (such additional documents as defined in the Company Disclosure Letter) and Assignable Construction Contracts as to the applicable Real Property in the form attached hereto as Exhibit G (the “Xxxx of Sale and General Assignment”); (iii) one original notice letter to each of the tenants as to the applicable Real Property, substantially in the form attached hereto as Exhibit H; (iv) one original notice letter to each vendor or contractor as to the applicable Real Property under an Assignable Service Contract or Assignable Construction Contracts, substantially in the form attached hereto as Exhibit I; (v) one original non-foreign affidavit, in the form attached hereto as Exhibit J; (vi) one counterpart of the Joint Closing Statement (as defined in Section 4.3 below); (vii) one counterpart of the final and agreed-upon closing statement prepared may be reasonably required by the Title Company, Company in its capacity as escrow agent, “Escrow Agent” (the “Escrow Agent’s Closing Statement”); (viii) evidence of termination of all property management agreements, including without limitation (a) any existing master property management agreement with 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”) as to the applicable Real Property; (ix) such transfer tax forms, prepared and submitted in electronic format using xxxxx://xxxxx.xxxxxxxx.xxx/MyDec, as are required by law as to the applicable Real Property, if any (the “Transfer Declarations”); (x) to the extent assignable, assignments of such Sellers’ rights to any security deposit that is not in the form of 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 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 such letters, an indemnity agreement in the form attached hereto as Exhibit Q, executed by Seller; and (xii) 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 outstanding charges have been received. To the extent any Construction Contract is not assignable and the work thereunder is not completed by the Closing Date, the parties shall in good faith attempt to agree upon a delegation or other transfer of duties and rights thereunder which comply with the terms and conditions of such Construction Contract. The Joint Closing Statement and Escrow Agent’s Closing Statement may be signed in facsimile or PDF counterparts on the Closing Date. To the extent available and applicable, each Seller shall deliver all of the original 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, Licenses and Permits pertaining to such Sellers’ Real Property at the applicable Real Property. To the extent required by Title Insurer to issue the Owner Title Policy (defined in Section 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 order to consummate the transactions contemplated under this Agreement hereunder (provided the same do not increase in any material respect the costs to, or the documents to be executed and delivered by Sellers at Closingli_ability or obligations of, including, without limitation, an ALTA Statement and GAP Indemnity Seller in the forms attached to the Company Disclosure Letter as Exhibit T-1 and Exhibit T-2a manner not otherwise provided for herein).