CONTRACT OF SALE

CONTRACT OF SALE

between

G&I III RESOURCE SQUARE LLC

Seller

and

TRIPLE NET PROPERTIES, LLC

Purchaser

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1. Definitions.

2. Subject of Sale.

3. Purchase Price.

4. Deposit Provisions.

5. “As-Is”

6. Representations.

7. Ongoing Operations.

8. Title.

9. Closing.

10. Default.

11. Risk of Loss.

12. Purchaser’s Review Period.

13. Miscellaneous.

Exhibit 13 Form of Assignment of Leasing Commission Agreements and Construction Contracts

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CONTRACT (this “ Contract ”) made this 9 day of January, 2007 by and between G&I III RESOURCE SQUARE LLC, a Delaware limited liability company, having an address at c/o DRA Advisors LLC, 220 East 42nd Street, New York, New York 10017 (“ Seller ”) and TRIPLE NET PROPERTIES, LLC , a Virginia limited liability company, having an address at 1551 N. Tustin Avenue, Suite 200, Santa Ana, CA 92705 (“ Purchaser ”).

W I T N E S S E T H :

WHEREAS , upon the terms and conditions hereinafter set forth, Seller agrees to sell and convey fee title to that certain parcel of land described on Schedule A annexed hereto with the improvements erected thereon (which parcel of land and the improvements erected thereon are herein referred to collectively as the “ Property ”) to Purchaser and Purchaser agrees to purchase the Property.

NOW, THEREFORE, intending to be legally bound hereby, the parties agree as follows:

The terms defined in this Article shall for all purposes of this Contract have the meanings herein specified unless the context requires otherwise.

1.1 “Additional Deposit” shall have the meaning ascribed to it in Section 3.2.

1.2 “Additional Rents” shall have the meaning ascribed to it in Section 9.4(a).

1.3 “Broker” shall have the meaning ascribed to it in Section 13.1.

1.4 “Business Day” shall mean any day other than a Saturday, Sunday or day on which the banks in New York are authorized or permitted to be closed.

1.5 “Casualty” shall have the meaning ascribed to it in Section 11.2.

1.6 “Casualty Termination Event” shall have the meaning ascribed to it in Section 11.2.

1.7 “Closing” shall have the meaning ascribed to it in Section 9.1.

1.8 “Closing Date” shall have the meaning ascribed to it in Section 9.1.

1.9 “Contract” shall have the meaning ascribed to it in the introductory paragraph.

1.10 “Deposit” shall have the meaning ascribed to it in Section 3.2.

1.11 “Escrowee” shall have the meaning ascribed to it in Section 3.1.

1.12 “Estoppel Certificate(s)” shall have the meaning ascribed to it in Section 9.3(a)(xiii).

1.13 “Estoppel Default” shall have the meaning ascribed to it in Section 9.3(a)(xiii).

1.14 “Estoppel Tenants” shall have the meaning ascribed to it in Section 9.3(a)(xiii).

1.15 “Evaluation Material” shall have the meaning ascribed to it in Section 13.6(a).

1.16 “Exchange” shall have the meaning ascribed to it in Section 13.20.

1.17 “Existing Space Leases” shall have the meaning ascribed to it in Section 6.1(d).

1.18 “Existing Space Tenants” shall have the meaning ascribed to it in Section 6.1(f).

1.19 “Initial Deposit” shall have the meaning ascribed to it in Section 3.1.

1.20 “Major Tenants” shall have the meaning ascribed to it in Section 9.3(a)(xiii).

1.21 “Maximum Representation Expense” shall have the meaning ascribed to it in Section 6.4(b).

1.22 “Maximum Title Expense” shall have the meaning ascribed to it in Section 8.3(b).

1.23 “New Lease(s)” shall have the meaning ascribed to it in Section 7.1(a).

1.24 “Non-Permitted Title Objections” shall have the meaning ascribed to it in Section 8.3(a).

1.25 “Outside Termination Date” shall have the meaning ascribed to it in Section 12.1.

1.26 “Permitted Exceptions” shall have the meaning ascribed to it in Section 8.2.

1.27 “Preliminary Proration Statement” shall have the meaning ascribed to it in Section 9.4(a)(i).

1.28 “Premises” shall have the meaning ascribed it in Section 2.2.

1.29 “Property” shall have the meaning ascribed to it in the “WHEREAS” paragraph in this Contract.

1.30 “Purchase Price” shall have the meaning ascribed to it in Section 3.

1.31 “Purchaser” shall have the meaning ascribed to it in the introductory paragraph.

1.32 “Purchaser’s Review Period” shall have the meaning ascribed to it in Section 12.1.

1.33 “Purchaser’s 2006 Actual Operating Expenses” shall have the meaning ascribed to it in Section 9.4(b).

1.36 “Seller” shall have the meaning ascribed to it in the introductory paragraph.

1.37 “Seller’s Estoppel” shall have the meaning ascribed to it in Section 9.3(a)(xiii).

1.38 “Seller’s 2006 Actual Operating Expenses” shall have the meaning ascribed to it in Section 9.4(b).

1.39 “Service Contracts” shall have the meaning ascribed to it in Section 6.1(i).

1.43 “Substantial Portion” shall have the meaning ascribed to it in Section 11.1(b).

1.44 “Supplemental Proration Statement” shall have the meaning ascribed to it in Section 9.4(b).

1.45 “Survey” shall have the meaning ascribed to it in Section 8.1.

1.46 “Taking” shall have the meaning ascribed to it in Section 11.1(a).

1.47 “Title Commitment” shall have the meaning ascribed to it in Section 8.1.

1.48 “Title Company” shall have the meaning ascribed to it in Section 8.1.

1.49 “Title Objection Date” shall have the meaning ascribed to it in Section 8.1.

1.50 “Transfer Tax” shall have the meaning ascribed to it in Section 9.2(a).

1.51 “Violations” shall have the meaning ascribed to it in Section 5.1.

2.1 Seller agrees to sell and convey to Purchaser the Premises and Purchaser agrees to purchase from Seller the Premises subject to the terms and conditions contained in this Contract.

2.2 This sale includes all right, title and interest, if any, of Seller in and to: (a) the Property; (b) any land lying in the bed of any street, road or avenue opened or proposed, adjacent to the Property, to the center line thereof, and all right, title and interest of Seller in and to any award made or to be made in lieu thereof and in and to any unpaid award for damage to the Property by reason of change of grade of any street; and Seller will execute and deliver to the Purchaser at the Closing, or thereafter, on demand, all proper instruments for the conveyance to such title and the assignment and collection of any such award; (c) fixtures, equipment and other personal property located at, used in connection with, or attached to or beneath the Property (including without limitation underground or above ground storage tanks, if any) and not owned by the Space Tenants or a governmental entity, if any, but no part of the Purchase Price shall be deemed to be paid for such fixtures, equipment or personal property; (d) rights of way, appurtenances, easements, sidewalks, alleys, gores or strips of land adjoining or appurtenant to the Property and used in connection therewith; and (e) the interest of landlord in the Space Leases ((a) through (e) herein referred to collectively as the “ Premises ”).

The purchase price (the “ Purchase Price ”) for the Premises is the sum of TWENTY THREE MILLION TWO HUNDRED THOUSAND AND 00/100 DOLLARS ($23,200,00.00), payable by Purchaser to Seller as follows:

3.1 Within two (2) Business Days after the full execution of this Contract, the sum of FIVE HUNDRED THOUSAND AND 00/100 DOLLARS ($500,000.00) (together with interest earned thereon, the “ Initial Deposit ”) to be paid by electronic wire transfer of immediately available federal funds to an account designated by Chicago Title Insurance Company, Attention: Mario Varano (“ Escrowee ”) pursuant to the wire transfer instructions attached hereto as Exhibit 14.

3.2 Prior to the expiration of Purchaser’s Review Period, the sum of TWO HUNDRED FIFTY THOUSAND AND 00/100 DOLLARS ($250,000.00) (the “ Additional Deposit ”) to be paid by electronic wire transfer of immediately available federal funds to the account previously designated by Escrowee or by certified check of Purchaser or bank teller’s check to the order of Escrowee. The Initial Deposit and the Additional Deposit, to the extent then paid, together with interest earned thereon is hereinafter called the “ Deposit .” In the event any check in payment of the Deposit is cancelled or returned uncollected, Seller, at its sole option, may cancel this Contract and/or pursue any legal remedies Seller may have against Purchaser on such check at the sole expense of Purchaser, such remedies being cumulative and not exclusive.

3.3 On the Closing Date, the sum of TWENTY TWO MILLION FOUR HUNDRED FIFTY THOUSAND AND 00/100 DOLLARS ($22,450,000.00), subject to adjustment and proration pursuant to Section 9.4 below, to be paid by electronic wire transfer of immediately available federal funds pursuant to wiring instructions to be given by Escrowee or as Escrowee may direct to Purchaser prior to the Closing and Purchaser shall cause Escrowee to distribute such funds to Seller in accordance with this Contract.

4.1 Upon the Closing, Escrowee is authorized and directed to pay the Deposit to Seller (or as Seller may direct).

4.2 In the event Purchaser should default under this Contract, or in the event that Purchaser terminates this Contract pursuant to Article 12 herein, Escrowee shall pay the Deposit to Seller, who shall retain the Deposit in accordance with Section 10.1 below.

4.3 In the event this Contract is terminated by reason other than Purchaser’s default, or Purchaser’s termination pursuant to Article 12 herein, Escrowee shall pay the Deposit to Purchaser.

4.4 Escrowee shall invest and reinvest the proceeds of the Deposit, and any interest earned thereon, in United States Government Treasury Bills or Certificate(s) of Deposit or bank money market account(s) as Seller shall direct. The party entitled to receive the interest earned on the Deposit shall pay all income taxes owed in connection therewith. The employer identification numbers of Seller and Purchaser are respectively set forth on the signature page hereof.

4.5 Escrowee, by signing this Contract at the end hereof where indicated, signifies its agreement to hold the Deposit for the purposes as provided in this Contract. In the event of any dispute, Escrowee shall have the right to deposit the Deposit in court to await the resolution of such dispute. Escrowee shall not incur any liability by reason of any action or non-action taken by it in good faith or pursuant to the judgment or order of a court of competent jurisdiction. Escrowee shall have the right to rely upon the genuineness of all certificates, notices and instruments delivered to it pursuant hereto, and all the signatures thereto or to any other writing received by Escrowee purporting to be signed by any party hereto, and upon the truth of the contents thereof.

4.6 Except as otherwise provided for in Section 4.1, Escrowee shall not pay or deliver the Deposit to any party unless written demand is made therefor and a copy of such written demand is delivered to the other party. If Escrowee does not receive a written objection from the other party to the proposed payment or delivery within five (5) Business Days after such demand is served by personal delivery on such party, Escrowee is hereby authorized and directed to make such payment or delivery. If Escrowee does receive such written objection within such five (5) Business Day period or if for any other reason Escrowee in good faith shall elect not to make such payment or delivery, Escrowee shall forward a copy of the objections, if any, to the other party or parties, and continue to hold the Deposit unless otherwise directed by written instructions from the parties to this Contract or by a judgment of a court of competent jurisdiction. In any event, Escrowee shall have the right to refrain from taking any further action with respect to the subject matter of the escrow until it is reasonably satisfied that such dispute is resolved or action by Escrowee is required by an order or judgment of a court of competent jurisdiction.

4.7 Escrowee is acting solely as a stakeholder and depository, and is not responsible or liable in any manner whatsoever for the identity or authority of any person depositing the Deposit with Escrowee. Purchaser and Seller agree to jointly and severally indemnify Escrowee from and against any loss, cost, damage, expense and attorneys’ fees arising out of this Article 4, other than any loss, cost, damage, expense or attorneys’ fees resulting from Escrowee’s own negligence or misconduct. Escrowee shall be entitled to consult with counsel in connection with its duties hereunder. Seller and Purchaser, jointly and severally, agree to reimburse Escrowee, upon demand, for the reasonable costs and expenses including attorneys’ fees incurred by Escrowee in connection with its acting in its capacity as Escrowee. In the event of litigation relating to the subject matter of the escrow, whichever of Seller or Purchaser is not the prevailing party shall reimburse the prevailing party for any costs and fees paid by the prevailing party or paid from the escrowed funds to Escrowee.

5.1 Purchaser acknowledges and agrees that (a) Purchaser has, or will have prior to the expiration of Purchaser’s Review Period, independently examined, inspected, and investigated to the full satisfaction of Purchaser, the physical nature and condition of the Premises, including, without limitation, its environmental condition, and the income, operating expenses and carrying charges affecting the Premises, (b) except as expressly set forth in this Contract, neither Seller nor any agent, officer, employee, or representative of Seller has made any representation whatsoever regarding the subject matter of this Contract or any part thereof, including (without limiting the generality of the foregoing) representations as to the physical nature or environmental condition of the Premises, the existence or non-existence of petroleum, asbestos, lead paint, fungi, including mold, or other microbial contamination, hazardous substances or wastes, underground or above ground storage tanks or any other environmental hazards on, under or about the Property, the Property Information, the Space Leases, operating expenses or carrying charges affecting the Premises, the compliance of the Premises or its operation with any laws, rules, ordinances or regulations of any applicable governmental or quasi-governmental authority or the habitability, merchantability, marketability, profitability or fitness of the Premises for any purpose and (c) except as expressly set forth in this Contract, Purchaser, in executing, delivering and performing this Contract, does not rely upon any statement, offering material, operating statement, historical budget, engineering structural report, any environmental reports, information (including the Property Information), or representation to whomsoever made or given, whether to Purchaser or others, and whether directly or indirectly, orally or in writing, made by any person, firm or corporation except as expressly set forth herein, and Purchaser acknowledges that any such statement, information (including the Property Information), offering material, operating statement, historical budget, report or representation, if any, does not represent or guarantee future performance of the Premises. Without limiting the foregoing, but in addition thereto, except as otherwise expressly set forth in Section 6.1 of this Contract, Seller shall deliver, and Purchaser shall take, the Premises in its “as is” “where is” condition and with all faults on the Closing Date, including without limitation, any notes or notices or violations of law or municipal ordinances, orders or requirements imposed or issued by any governmental or quasi-governmental authority having or asserting jurisdiction, against or affecting the Premises and any conditions which may result in violations (collectively, “ Violations ”). The provisions of this Section shall survive the Closing or the earlier termination of this Contract.

5.2 Except as set forth in this Contract, Purchaser hereby waives, releases and forever discharges Seller, its affiliates, subsidiaries, officers, directors, shareholders, employees, independent contractors, partners, representatives, agents, successors and assigns (collectively, the “Released Parties”), and each of them, from any and all causes of action, claims, assessments, losses, damages (compensatory, punitive or other), liabilities, obligations, reimbursements, costs and expenses of any kind or nature, actual, contingent, present, future, known or unknown, suspected or unsuspected, including, without limitation, interest, penalties, fines, and attorneys’ and experts’ fees and expenses, whether caused by, arising from, or premised, in whole or in part, upon Seller’s acts or omissions, and notwithstanding that such acts or omissions are negligent or intentional, or premised in whole or in part on any theory of strict or absolute liability, which Purchaser, its successors or assigns or any subsequent purchaser of the Premises may have or incur in any manner or way connected with, arising from, or related to the Premises, including without limitation (i) the environmental condition of the Premises, or (ii) actual or alleged violations of environmental laws or regulations in connection with the Premises and/or any property conditions. Purchaser agrees, represents and warrants that the matters released herein are not limited to matters which are known, disclosed, suspected or foreseeable, and Purchaser hereby waives any and all rights and benefits which it now has, or in the future may have, conferred upon Purchaser by virtue of the provisions of any law which would limit or detract from the foregoing general release of known and unknown claims. The provisions of this Section 5.2 shall survive the Closing or termination of this Contract.

6.1 Seller’s Representations. Seller represents that as of the date hereof:

(a) Seller is, and at the Closing shall be, a limited liability company formed under the laws of the State of Delaware. Seller has the right, power and authority to make and perform its obligations under this Contract without the need for governmental approval, consent or filing.

(b) The execution, delivery and performance of this Contract in accordance with its terms, do not violate the limited liability company agreement of Seller, or any contract, agreement, commitment, order, judgment or decree to which Seller is a party or by which it is bound.

(c) Seller has the right, power and authority to make and perform its obligations under this Contract.

(d) This Contract is a valid and binding obligation of Seller enforceable against Seller in accordance with its terms.

(e) Seller is not a “foreign person” within the meaning of Section 1445 of the Internal Revenue Code of 1986, as amended.

(f) The tenants listed on Schedule C annexed hereto are tenants under leases (such leases are herein called the “ Existing Space Leases ” and the lessees thereunder are herein called the “ Existing Space Tenants ”), true, correct and complete copies of which have been delivered or made available to Purchaser, constitute the only leases, licenses or other written agreements for the use or occupancy of the Premises to which Seller is a party and which will be binding on Purchaser following the Closing, except as may otherwise be set forth in the Permitted Exceptions. Except as may be set forth in Schedule C annexed hereto, the Existing Space Leases are in full force and effect.

(g) The information on the rent roll attached hereto as Schedule C is true and correct in all material respects.

(h) The 2005 and 2006 year-to-date operating statements for the Property attached hereto as Schedule F were prepared in the normal course of business.

(i) Except as may be set forth in its Space Lease, no Existing Space Tenant has made payments to Seller in advance for more than one (1) month (exclusive of security deposits).

(j) Set forth on Schedule D is a true, correct and complete list of the service contracts (the “ Service Contracts ”) which may be binding on Purchaser or the Property after the Closing. Seller does not guarantee or undertake that any of the Service Contracts will be in effect as of the Closing. Seller reserves the right to modify, terminate or enter into new Service Contracts prior to Closing provided such new service contracts are terminable on not more than thirty (30) days prior notice without payment of any premium or penalty (unless Seller agrees to pay the premium or penalty). Notwithstanding anything contained herein to the contrary, Purchaser shall notify Seller in writing prior to the expiration of Purchaser’s Review Period which, if any, of the Service Contracts Purchaser does not wish to assume at Closing and Seller shall terminate, prior to the Closing Date, those Service Contracts specified in Purchaser’s notice, except Seller shall have no obligation to terminate, and Purchaser hereby agrees to accept and assume in accordance with Exhibit 3 all Service Contracts (including those specified in Purchaser’s notice) which cannot be terminated by Seller (i) without cause, (ii) upon less than thirty (30) days’ notice, or (iii) without payment of a premium or penalty. Purchaser’s failure to timely deliver notice pursuant to the preceding sentence shall be deemed Purchaser’s election to accept and assume all of the Service Contracts in accordance with Exhibit 3 .

(k) There are no persons employed by Seller at the Premises in connection with the operation or maintenance of the Premises who will be binding upon Purchaser after the Closing.

(l) Except as set forth on Schedule C or in the tenant files delivered or made available to Purchaser, Seller has not sent to or received a written notice of default from a Space Tenant under the Space Leases in the past six (6) months which has not been cured or waived.

(m) There is no pending or overtly threatened condemnation proceeding against the Premises or any portion thereof.

(n) Except as set forth on Schedule E annexed hereto, in the tenant files delivered or made available to Purchaser or for matters fully covered (excluding deductibles) by one or more insurance policies, there is no litigation pending against the Premises.

(o) No Major Tenant (i) is in default of their monthly base rent payments for more than sixty (60) consecutive days, (ii) has commenced a pending action for bankruptcy, (iii) has given notice in the prior twelve (12) months that it will abandon its entire demised premises or (iv) has abandoned its entire demised premises. If Purchaser has not terminated this Agreement pursuant to Section 12.1 herein, then following the waiver of Purchaser’s Review Period or the expiration of the Outside Termination Date, this representation shall be deemed stricken from the Agreement and Purchaser shall have no rights against Seller or with respect to this Agreement in connection thereto.

6.2 Knowledge. The representations of Seller set forth in Section 6.1 are made to the actual knowledge of Michael Collazo, who is the asset manager (for DRA Advisors LLC) of the Premises and Valla Brown, who is the former asset manager (for DRA Advisors LLC) of the Premises. Any reference to Seller’s “receipt” or language similar thereto of notices or other written documents shall mean the actual receipt of the same by Michael Collazo and Valla Brown. In no event shall Purchaser be entitled to assert any cause of action against Michael Collazo or Valla Brown nor shall Michael Collazo or Valla Brown have any personal liability whatsoever for any matter under or related to this Contract.

6.3 Update and Survival. At Closing, Seller shall update the representations made in Section 6.1 above as the facts then exist. The representations made in Section 6.1 and any update of such representations shall survive the Closing for three (3) months; provided, however, any representation which results in a reduction of the Purchase Price pursuant to Section 6.4 shall not survive the Closing. In any event, Seller’s maximum liability after Closing for representations that survive Closing shall be equal to the Maximum Representation Expense.

6.4 Liability for Misrepresentations .

(a) Subject to the provisions of Section 6.4(b) below, if any representation of Seller shall fail to be true in any material and adverse respect, Purchaser’s sole remedy shall be to terminate this Contract and receive the return of the Deposit and upon the receipt of same, this Contract shall be null and void and of no further force or effect and, except for those provisions expressly stated to survive the termination of this Contract, neither party shall have any rights or obligations against or to the other. Seller shall have the option to rescind Purchaser’s termination of this Contract and adjourn the Closing for a period not to exceed thirty (30) days beyond the date scheduled for the Closing in order to make such representation true. If the Closing shall take place without Purchaser making an objection to an untrue representation of which Purchaser shall have actual knowledge, Purchaser shall be deemed to have waived all liability of Seller by reason of such untrue representation. Upon delivery of any Estoppel Certificates, Seller shall be entirely released from any liability under Seller’s representations (including, without limitation, any update of the representations) concerning the information contained in such Estoppel Certificates to the extent the same is consistent with, or more favorable than, the information contained in Seller’s representations. The provisions of this Section 6.4 shall survive the Closing or termination of this Contract.

(b) The provisions of Section 6.4(a) above to the contrary notwithstanding, if any representation(s) shall fail to be true and such representation(s) can be made true by the payment of a liquidated sum of money only, and if both (a) such representation(s) can reasonably be expected to be made true within a period of thirty (30) days beyond the date scheduled for Closing and (b) the sum of money required to make such representation(s) true shall not exceed Eighteen Thousand Seven Hundred Fifty and 00/100 ($18,750.00) Dollars in the aggregate (the “ Maximum Representation Expense ”), in such event, Seller agrees to adjourn the Closing for the period required to make such representation(s) true, but not to exceed thirty (30) days beyond the date scheduled for the Closing and to expend (or, at Seller’s election, to obligate itself to expend by indemnity agreement, bond or any other manner) an amount not to exceed the Maximum Representation Expense. If there shall be any untrue representation(s) which can be made true by the payment of a sum of money only which exceeds the Maximum Representation Expense, or which can be made true by the payment of not more than the Maximum Representation Expense but not within the available time, and Seller notifies Purchaser that Seller elects not to, or cannot, make such representation(s) true within the available time, Purchaser may elect to (i) cancel this Contract by notice to Seller given within five (5) Business Days after receipt of Seller’s notice or (ii) close with a credit from Seller equal to the lesser of the amount required to make the representation true or the Maximum Representation Expense. If Purchaser fails to timely cancel this Contract as provided in the preceding sentence, Purchaser shall nevertheless proceed to Closing and the Purchase Price shall be reduced by the lesser of the sum of money required to make such representations true or the Maximum Representation Expense. Anything in this Section to the contrary notwithstanding, an attempt by Seller to make any untrue representation to be true shall not be deemed to be or create an obligation of Seller to make the same true.

6.5 Purchaser’s Representations . Purchaser represents that:

(a) The execution, delivery and performance of this Contract in accordance with its terms, do not violate the partnership agreement, corporate charter, by-laws, certificate of incorporation or operating agreement of Purchaser, or any contract, agreement, commitment, order, judgment or decree to which Purchaser is a party or by which it is bound;

(b) Purchaser has the right, power and authority to make and perform its obligations under this Contract; and

(c) This Contract is a valid and binding obligation of Purchaser enforceable against Purchaser in accordance with its terms. Purchaser covenants and warrants that the representations in the preceding sentences of this Section 6.5 will be true on the Closing with respect to Purchaser or any permitted assignee of Purchaser and Purchaser or such assignee shall deliver to Seller at Closing copies of Purchaser’s organizational documents and resolutions and/or consents and certificates as necessary to substantiate that such representations of Purchaser are true as of the Closing.

7.1 Leasing Practice .

(a) The Existing Space Leases, together with any modifications, renewals and new leases made after the date hereof in accordance with this Section 7.1 hereof are herein called the “ Space Leases ” and the tenants thereunder are herein called the “ Space Tenants ”. During the period ending five (5) days before the Outside Termination Date, Seller may enter into new leases, terminate, renew and/or make modifications to the Space Leases (collectively, “ New Lease(s) ”) without the approval of Purchaser. Beginning with the fifth (5th) day before the Outside Termination Date, provided Purchaser is not in default under this Contract, Seller shall not enter into New Leases without the prior approval of Purchaser, which approval shall not be unreasonably withheld, conditioned or delayed. Purchaser agrees to grant or deny consent in writing (and provide, in reasonable detail, the reasons for any denial) within three (3) Business Days after Purchaser’s receipt of Seller’s request, which request shall contain copies of all material information related to such request and a summary of the material terms of the proposed New Lease. Purchaser’s failure to timely respond in writing to Seller’s request shall be deemed a consent to the proposed New Lease. Seller shall, from time to time, inform (orally or in writing) Purchaser of any new lease negotiations and promptly give notice to Purchaser of any New Lease and a copy of any instruments executed and any material information delivered in connection with the New Lease.

(b) Following the Outside Termination Date, Seller may continue to grant consent or approval to a request made by a Space Tenant if such consent or approval is required to be granted pursuant to the applicable provisions of the Space Lease or if Seller is required to exercise reasonable judgment or discretion in determining whether to grant the consent or approval.

(c) Following the Outside Termination Date, if Seller is not obligated to grant, or exercise reasonable judgment or discretion in determining whether to grant, consent or approval to a request made by a Space Tenant, then, provided Purchaser is not in default under this Contract, Seller shall, prior to granting such consent or approval, notify Purchaser of the request made by a Space Tenant, which notice shall contain copies of all documents, if any, submitted by such Space Tenant in connection with the request. Purchaser agrees to advise Seller in writing, within three (3) Business Days after Purchaser’s receipt of Seller’s notice, whether Purchaser elects that the Space Tenant’s request be granted or denied (and provide, in reasonable detail, the reasons for any denial), which election shall be made in Purchaser’s reasonable judgment. Purchaser’s failure to timely respond in writing to Seller’s notice shall be deemed an election to consent to the proposed request.

(d) Purchaser acknowledges and agrees that no representation has been made and no responsibility has been assumed by Seller with respect to the continued occupancy of the Premises, or any part thereof, by the Space Tenants from and after the date hereof. Seller does not undertake or guarantee that the Space Tenants will be in occupancy from and after the date hereof. Prior to the Closing, Seller shall have the right, but not the obligation, to enforce its rights against the Space Tenants by summary proceeding, drawing down or application of security deposits or in any other manner. Except as provided in this Section 7.1 above and provided Purchaser is not in default under this Contract, Seller shall not terminate any Space Lease without the prior consent of Purchaser except in the event of a default by a Space Tenant under its Space Lease.

7.2 Personal Property and Equipment. During the pendency of this Contract, Seller agrees not to transfer to any third party or remove any personal property or equipment owned by Seller and material to the operation or maintenance of the Premises and located in the Premises unless such personal property or equipment is obsolete or replaced with a substantially similar item.

7.3 Employees. During the pendency of this Contract, Seller shall not hire any employees for whom Purchaser will have liability following the Closing.

7.4 Development Rights. During the pendency of this Contract, Seller shall not sell, lease, transfer or otherwise encumber any development rights appurtenant to the Premises that would materially and adversely affect the Premises.

7.5 Tax Protest Proceedings. Seller shall have sole authority to prosecute, settle and withdraw proceedings to review any real estate tax assessment for the Premises covering the fiscal years prior to and in which the Closing occurs. Purchaser acknowledges that it has no interest in any proceedings or refunds applicable to any fiscal tax year prior to the year in which the Closing occurs. The provisions of this Section shall survive the Closing.

7.6 Operation and Maintenance. From and after the date hereof until the date and time of the Closing, Seller shall operate and maintain the Premises in the usual course of business and consistent with past practices, excepting normal wear and tear and loss or Casualty, except that Seller shall have no obligation whatsoever to make any capital expenditures.

8.1 Title Commitment. Seller has (i) caused to be issued and delivered to Purchaser a title commitment (the “ Title Commitment ”) issued by Chicago Title Insurance Company; Attention: Mario Varano (the “ Title Company ”), accompanied by a copy of all recorded documents affecting the Property listed as exceptions in Schedule B of the Title Commitment and (ii) delivered to Purchaser a copy of the existing ALTA survey for the Property prepared by ESP Associates, P.A., dated November 7, 2006 (the “ Survey ”). At least ten (10) Business Days prior to the Outside Termination Date, Purchaser shall furnish Seller with notice of any objections Purchaser has to the Title Commitment (the “ Title Objection Date ”); provided, however, Seller shall have no obligation to cure any such objections. Except as set forth in Section 8.3(c) below, any matters existing as of the Title Objection Date to which Purchaser does not object, shall be deemed Permitted Exceptions. All defects, encumbrances, encroachments or other objections to title that exist as of the Outside Termination Date and which Seller has not in this Contract or in a separate writing expressly agreed to remove, shall be deemed Permitted Exceptions. Following the Outside Termination Date, Purchaser shall notify Seller within five (5) days of becoming aware of any other defects, encumbrances, encroachments or other objections to title that are not Permitted Exceptions. Any defects, encumbrances, encroachments or other objections to title that are not Permitted Exceptions that are not timely objected to in accordance with this Section 8.1 shall be deemed Permitted Exceptions.

8.2 Status of Title. Seller shall deliver and Purchaser shall accept title to the Premises and consummate the transaction contemplated by this Contract subject to (a) the title exceptions set forth in Schedule B to this Contract and (b) title exceptions created or suffered by the Space Tenants or Purchaser and (c) the title exceptions deemed Permitted Exceptions under Section 8.1 above and (d) any items or exceptions to title set forth on the Survey and (e) such other title exceptions which Seller may, in accordance with the provisions of this Contract, cause the Title Company to omit from Purchaser’s title policy or affirmatively insure, without additional premium (unless paid by Seller) (the title exceptions [whether liens, encumbrances, defects, encroachments or other objections] described in (a), (b), (c), (d) and (e) herein sometimes referred to collectively as “ Permitted Exceptions ”).

8.3 Non-Permitted Title Objections .

(a) If on the Closing it should appear that the Premises is affected by any lien, encumbrance, defect, encroachment or objection which is not a Permitted Exception (collectively, “ Non-Permitted Title Objections ”), then in such event, Seller, at Seller’s election,