PURCHASE AND SALE AGREEMENT

A.           Seller is the owner of the Property.

B.           Seller desires to sell the Property to Purchaser and Purchaser desires to purchase the Property from Seller upon the terms and conditions set forth herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1.   Purchase and Sale; Purchase Price; Terms of Payment .

1.1.   Purchase and Sale .  Seller agrees to sell, and Purchaser agrees to purchase, the Property on the terms and conditions set forth in this Agreement.

1.2.   Purchase Price .  The total purchase price which Purchaser agrees to pay for the Property (the “ Purchase Price ”) is Eight Million Seven Hundred and Fifty Thousand and No/100 Dollars ($ 8,750,000.00), subject to all prorations and adjustments provided for herein.

1.3.   Terms of Payment .  The Purchase Price shall be payable as follows:

1.3.1.   Deposit . One Hundred Thousand and No/100 Dollars ($100,000.00) in immediately available funds shall be deposited with Escrow Agent, as partial payment and as an earnest money deposit (the “ Deposit ”) on or before 4:00 p.m., Arizona time, on the date two (2) business days following the execution of this Agreement by both Seller and Purchaser and delivery of the same to Escrow Agent.  Should Purchaser give the Feasibility Waiver Notice, as that term is defined in Section 5.2 , or pay the Extension Deposit, as that term is defined in Section 5.1.1 ,  the Deposit shall be non-refundable to Purchaser, except if:  (i) this Agreement terminates pursuant to any provision of this Agreement specifically allowing a refund of the Deposit, (ii) an express condition to Purchaser's performance hereunder fails to occur and all applicable cure periods, if any, have expired, or (iii) Seller fails to perform when due any act required by this Agreement to be performed by Seller and all applicable cure periods, if any, have expired.

Upon receipt of the Deposit, Escrow Agent shall immediately deposit it in a federally insured, interest bearing account of Purchaser's choice.  All resulting accrued interest on the Deposit shall become part of the Deposit and shall be paid to whichever party becomes entitled to the Deposit under any provision of this Agreement, whether or not the provision specifically refers to interest on the Deposit.

1.3.2.   Cash Payment .  An amount equal to the difference between the Purchase Price and the Deposit shall be paid by Purchaser in immediately available funds on or before the date one (1) business day prior to the Closing (the “ Cash Payment ”).

2.   Closing; Conditions to Closing .

2.1.   Closing .  The closing of this transaction (the “ Closing ”) shall occur on or before fifteen (15) days after the expiration of the Property Review Period, as that term is defined in Section 5.1 , at the offices of Escrow Agent, unless some other location is mutually agreed to by the parties (the “ Closing Date ”).

2.2.   Conditions to Seller's Obligation to Close .  Seller's obligation to close escrow hereunder is conditioned upon the following:

2.2.1.   Purchaser's payment of the Deposit and the Extension Deposit, if applicable;

2.2.2.   Purchaser's payment of the Cash Payment;

2.2.3.   P urchaser's execution, acknowledgment and delivery of an Affidavit of Property Value as required by Arizona law (the “ Affidavit of Value ”);

2.2.4.   Purchaser's execution and delivery of the Assignment and Assumption Agreement described in Article 3 ;

2.2.5.   Purchaser's execution and delivery of a notice letter to be addressed to each tenant under a Lease in the form attached hereto as Exhibit “B” (the “ Notice Letter ”);

2.2.6.   Purchaser's payment of all closing costs, proratable items and other charges, costs and expenses to be borne by Purchaser pursuant to Articles 7 and 8 ;

2.2.7.   Each representation and warranty of Purchaser set forth in Section 13.6 being true and correct in all material respects as of the Closing Date; and

2.2.8.   Purchaser’s compliance with all of its other obligations under this Agreement.

2.3.   Conditions to Purchaser's Obligation to Close .  Purchaser's obligation to close escrow hereunder is conditioned upon the following:

2.3.1.   Purchaser's approval or deemed approval of the status of title to the Property pursuant to Article 4 ;

2.3.2.   The irrevocable commitment of Commonwealth Land Title Insurance Company (the “ Title Insurer ”) as of the Closing Date to issue the Owner's Title Policy, as described in Section 4.4 , to Purchaser;

2.3.3.   Purchaser having timely and properly given the Feasibility Waiver Notice as described in Section 5.2 ;

2.3.4.   Seller's execution, acknowledgement (where necessary), and delivery of the Affidavit of Value and the Notice Letter and the Deed, Bill of Sale, and Assignment and Assumption Agreement, as those latter three terms are defined in Article 3 ;

2.3.5.   Seller's execution, acknowledgement, and delivery of the Non-Foreign Certification, as described in Section 13.1.5 ;

2.3.6.   Seller's payment of all closing costs, proratable items and other charges, costs and expenses to be borne by Seller pursuant to Articles 7 and 8 ;

2.3.7.   Each representation and warranty of Seller set forth in Section 13.1 being true and correct in all material respects as of the Closing Date, as evidenced by the Seller Closing Certificate provided for in Section 3.4 ; and

2.3.8.   Seller’s compliance with all of its other obligations under this Agreement.

3.   Conveyance Documents .  At the Closing, Seller shall deliver the following documents to Purchaser.

3.1.   Deed .  A duly executed special warranty deed in the form attached hereto as Exhibit “C” (the “ Deed ”).

3.2.   Bill of Sale .  A duly executed bill of sale in the form attached hereto as Exhibit “D” (the “ Bill of Sale ”).

3.3.   Assignment and Assumption Agreement .  A duly executed Assignment and Assumption Agreement (the “ Assignment and Assumption Agreement ”) in the form attached hereto as Exhibit “E.”

3.4.   Certificate Regarding Representations and Warranties .  A certificate executed by Seller stating that all representations and warranties of the Seller contained in Section 13.1 remain, as of the Closing Date, correct in all material respects as when first made hereunder or, if not correct, stating the extent to which any such representations and warranties are not correct (the “ Seller Closing Certificate ”).

4.   Title and Title Insurance .

4.1.   Title Report .  As soon as reasonably possible following the Opening Date, Escrow Agent shall deliver a current Commitment for Title Insurance or a Preliminary Title Report (the “ Title Report ”) on the Property from the Title Insurer to Purchaser and Seller.  The Title Report shall show the status of title to the Property as of the date of the Title Report and shall be accompanied by legible copies of all documents referred to in the Title Report.

4.2.   Title Review Period .  Purchaser shall have ten (10) business days after Purchaser’s receipt of the Title Report (the “ Title Review Period ”) to review the Title Report and to give Seller and Escrow Agent notice of any title exception which is unacceptable to Purchaser (the “ Title Disapproval Notice ”).  Purchaser shall have an additional five (5) days after receipt of any amended Title Report and any underlying documents relating to such amendment to give Seller and Escrow Agent a Title Disapproval Notice with respect to any title exception not previously listed which is unacceptable to Purchaser.  If Purchaser timely gives a Title Disapproval Notice as to any exception to title, Seller may, but shall not be required to, attempt to eliminate the disapproved exception from the Title Report prior to the Closing Date.  If Seller fails to notify Purchaser within five (5) days after receipt of a Title Disapproval Notice that Seller has elected to eliminate the disapproved exception(s) from the Title Report or amended Title Report prior to the Closing, such failure shall be deemed Seller’s election not to eliminate the disapproved exception(s).  If Seller notified Purchaser in writing of its election not to eliminate a disapproved exceptions(s) from the Title Report or amended Title Report, or is deemed to have elected not to eliminate a disapproved exception(s), Purchaser shall have until the earlier of the Closing or five (5) days after receipt of such notice (or, if applicable, five (5) days after the date on which Seller is deemed to have elected not to eliminate a disapproved exception(s)) to either terminate this Agreement or to agree to close this transaction subject to such previously disapproved exception(s).  Purchaser's failure to timely give any such notice shall be deemed Purchaser's election to close this transaction subject to such previously disapproved exception(s).  If Seller attempts to eliminate a disapproved exception from the Title Report, but Seller is unsuccessful in eliminating the disapproved exception from the Title Report prior to the Closing Date, Purchaser's sole and exclusive remedies shall be to either terminate this Agreement by giving Seller and Escrow Agent written notice of termination, or to agree in writing to close this transaction subject to such exception.

4.3.   Approval or Disapproval of Status of Title .  Purchaser's failure to timely disapprove any title exception shall be deemed Purchaser's approval of such title exception.  Upon any termination in accordance with this Article, Escrow Agent shall return the Deposit and all interest earned thereon to Purchaser, and this Agreement and the escrow shall terminate as provided for in Section 6.3 .

4.4.   Owner's Title Policy .  The Title Insurer shall issue to Purchaser a standard coverage owner's policy of title insurance (the “ Owner's Title Policy ”) at the Closing or as soon thereafter as is reasonably possible.  The Owner's Title Policy shall be issued by the Title Insurer in the full amount of the Purchase Price, be effective as of the Closing Date, and shall insure Purchaser that fee simple title to the Property is vested in Purchaser, subject only to: (i) the usual printed exceptions and exclusions contained in such title insurance policies; (ii) the exceptions to title approved (or deemed approved) by Purchaser as provided for in Sections 4.2 and 4.3 of this Agreement; and (iii) any other matter approved in writing by Purchaser or resulting from the acts of Purchaser or Purchaser's agents.  Should Purchaser desire to obtain an ALTA extended coverage owner's policy of title insurance, Purchaser shall be responsible for obtaining and paying for any necessary survey or updated survey (subject, however, to Seller’s reimbursement obligation set forth below in this Section 4.4 ) and that portion of the cost for such policy which exceeds the cost of a standard coverage policy.  In no event, however, shall such extend the Closing Date.  Seller shall have no obligation to obtain for Purchaser any title insurance endorsements, and any such endorsements desired by Purchaser shall be requested by Purchaser of the Title Insurer during the Title Review Period and included within the Title Disapproval Notice.  Any such endorsements issued by the Title Insurer shall be at Purchaser's sole cost and expense.  At and conditioned on the Closing, Seller shall reimburse Purchaser for the cost of any necessary survey or updated survey, not to exceed Three Thousand Five Hundred and No/100 Dollars ($3,500.00).

5.   Property Condition .

5.1.   Property Review Period .  For a period of time beginning upon the Property Documents Delivery Date, as that term is defined in Section 5.4 , and ending at 5:00 p.m., Arizona time, on the date sixty (60) days thereafter (the “ Property Review Period ”), Purchaser shall have the right to enter upon the Property with Purchaser's representatives and agents for the purpose of testing, examining and investigating the physical condition of the Property.  Subject to the rights of tenants under Leases, Purchaser, its representatives and agents shall have the right during the Property Review Period to conduct soils, hydrology, architectural, engineering, environmental, and all other testing, examinations and investigations it deems necessary to assess the physical condition of the Property and to determine the feasibility of the Property for Purchaser's purposes (collectively, the “ Inspections ”).  Purchaser shall have the right during the Property Review Period to terminate this Agreement if Purchaser is dissatisfied, in Purchaser's sole and absolute discretion, with the physical condition of the Property, with the results of the testing, examinations and investigations it may conduct or for any other reason affecting the feasibility of the Property for Purchaser's purposes.  Prior to Purchaser or its agents conducting any testing or investigation involving physical disturbance of any portion of the Property, Purchaser shall obtain Seller's written consent thereto, such consent not to be unreasonably withheld.  In applying for such

consent, Purchaser shall provide Seller with reasonable monetary assurances in the form of a bond, insurance policy or otherwise, that any damage caused to the Property by such testing or investigation will be immediately remediated at no cost to Seller.  The provision of such assurances shall not, however, in any way affect Purchaser's obligations under Section 5.3 .  Further notwithstanding the foregoing, before entering upon the Property to conduct any Inspection and before having any meeting or discussion with any tenant of the Property (whether in person or by telephone), Purchaser will first provide Seller at least 48-hours advance notice thereof so that a representative of Seller can also be present during any such Inspection, meeting or discussion.  Purchaser shall not have the right to correspond directly with any tenant of the Property, except with the Seller's prior written consent, which may be withheld in Seller's reasonable discretion.  In the event Purchaser does not proceed to Closing, Purchaser agrees to cause each Inspection report or study of the Property which is obtained from a third party to be addressed to and certified (if customarily certified) to Seller as well as to Purchaser and to be delivered to Seller.  Seller shall reimburse Purchaser for the cost, if any, to have any Inspection report or study addressed to and certified (if customarily certified) to Seller; but otherwise, Purchaser shall be responsible for all costs and expenses incurred in obtaining any Inspection report or study, except as expressly provided in Section 11.2 in connection with a default by Seller.

5.1.1.                      Purchaser shall have a one time right to extend the Property Review Period for thirty (30) days by giving Seller and Escrow Agent written notice of its election not less than ten (10) days prior to the expiration of the initial Property Review Period and by depositing with Escrow Agent Fifty Thousand and No/100 Dollars ($50,000.00) in immediately  available funds (the “ Extension Deposit ”).  The Extension Deposit shall be held, applied, and treated in all respects in the same manner as is the Deposit.  All references in this Agreement to the Deposit shall include the Extension Deposit, to the extent paid.  Upon payment of the Extension Deposit, the Extension Deposit and the initial Deposit shall  be nonrefundable to Purchaser except as expressly provided for in Section 1.3.1 .

5.2.   Approval or Disapproval of Feasibility .  On or before the expiration of the Property Review Period, Purchaser shall give written notice to Seller and Escrow Agent of its election to either terminate this Agreement as described in Section 5.1 (the “ Feasibility Termination Notice ”) or to waive its right to terminate this Agreement in accordance with the terms of this Article 5 (the “ Feasibility Waiver Notice ”).  Purchaser's failure to timely give either a Feasibility Termination Notice or Feasibility Waiver Notice shall be deemed Purchaser’s giving of the Feasibility Termination Notice and an election by Purchaser to terminate this Agreement under this Article 5 .  If Purchaser gives or is deemed to have given the Feasibility Termination Notice, Escrow Agent shall return the Deposit to Purchaser as provided in Section 6.3 and this Agreement and the escrow shall terminate.

5.3.   Restoration of Property .  If Purchaser elects to terminate this Agreement in accordance with this Article, Purchaser shall, at its sole expense, repair any damage caused to the Property by any entry thereon by Purchaser, its agents or contractors, including, without limitation, any Inspections.  Purchaser agrees to indemnify Seller and hold Seller harmless from any cost, liability, expense, or injury to person or property arising out of Purchaser's exercise of the rights granted by this Article.  This indemnification obligation shall survive the termination of this Agreement or the Closing.

5.4.   Transfer of Documentation .  Within five (5) days after the Opening Date, Seller shall provide Purchaser with the information and documentation described on Exhibit “F” , (collectively the “ Property Documents ”) .  The Property Documents may be provided to Purchaser electronically or, to the extent the same are oversized, may be made available to Purchaser for inspection at the Property.  The date on which the Property Documents are provided to Purchaser or made available to Purchaser is referred to as the “ Property Documents Delivery Date .” Purchaser acknowledges that it shall have no right to rely on the accuracy of any of the Property Documents obtained from Seller, or Seller's agents, that such information is being made available solely as a courtesy and that Seller has not, and shall not be deemed to have, made any representations or warranties whatsoever, express or implied, with respect to the completeness, content or accuracy of the Property Documents or with respect to any of the matters disclosed thereby.

5.5.   No Financing Contingency .  Purchaser agrees that its obligations under this Agreement are not contingent upon its ability to obtain acquisition financing for the purchase of the Property.

6.   Escrow .

6.1.   Establishment of Escrow .  An escrow for this transaction shall be established with Escrow Agent and Escrow Agent is hereby employed by the parties to handle the escrow.  This Agreement shall constitute escrow instructions, and a fully executed copy or counterpart copies shall be deposited with Escrow Agent for this purpose.  Should Escrow Agent require the execution of its standard form printed escrow instructions, Purchaser and Seller agree to execute the same to the extent the same are not inconsistent with the terms of this Agreement and do not require the parties to release or indemnify the Escrow Agent for its negligence, willful misconduct or failure to abide by the terms of any escrow instructions; however, such instructions shall be construed as applying only to Escrow Agent's employment, and if there are conflicts between the terms of this Agreement and the terms of the printed escrow instructions, the terms of this Agreement shall control.  In no event shall the parties be required to execute any printed escrow instructions that purport to exculpate Escrow Agent or Title Insurer from their own negligent conduct, willful misconduct, breach of written instructions, or bad faith acts.

6.2.   Cancellation of Escrow .  If the escrow fails to close because of Seller's default, Seller shall be liable for all customary escrow cancellation charges.  If the escrow fails to close because of Purchaser's default, Purchaser shall be liable for all customary escrow cancellation charges.  If the escrow fails to close for any reason, Seller and Purchaser shall each be liable for one-half (1/2) of all customary escrow cancellation charges.

6.3.   Termination .  Upon any termination by either of the parties hereto as expressly allowed under this Agreement, (i) Purchaser shall deliver to Seller all Inspection studies and reports addressed and certified to Seller as provided in Section 5.1 ; (ii) Purchaser shall return to Seller the Property Documents and any materials concerning the Property previously delivered by Seller to Purchaser, if any; (iii) the Deposit shall be delivered by Escrow Agent to the party which this Agreement specifies is entitled thereto, but if to Purchaser, only upon Purchaser's compliance with clauses (i) and (ii) above; and (iv)  the parties shall thereafter be relieved from further liability hereunder, except with respect to any obligations under this Agreement, including, without limitation, indemnity obligations of Purchaser, which are expressly stated to survive any termination of this Agreement.  A copy of any notice of termination allowed under this Agreement shall be sent to Escrow Agent by the party electing to terminate.

7.   Closing Costs .

7.1.   Seller's Closing Costs .  Upon the Closing, Seller agrees to pay all recording costs relating to the Deed, one-half (1/2) of the escrow charges and the cost of the Owner's Title Policy.

7.2.   Purchaser's Closing Costs .  Upon the Closing, Purchaser agrees to pay one-half (1/2) of the escrow charges.

8.   Prorations and Apportionments .

8.1.   General .  All revenues and all expenses of the Property shall be prorated and apportioned as of 12:01 a.m. on the Closing Date, so that Seller shall bear all expenses with respect to the Property and shall have the benefit of all income with respect to the Property for the period preceding the Closing Date.  Any revenue or expense amount which cannot be ascertained with certainty as of the Closing Date shall be prorated on the basis of the parties' reasonable estimates of such amount and shall be the subject of a final proration outside of escrow forty-five (45) days after the Closing Date or as soon thereafter as the precise amounts can be ascertained.

8.2.   Prorations .  Items to be prorated shall include, without limitation, tenant rents and other amounts payable under the Leases; real estate taxes, improvement district and other types of assessments, and personal property taxes with respect to the Property, based on the latest available information; income and expenses under any type of contracts being assigned under the Assignment and Assumption Agreement; and utility charges payable by the owner of the Property.

8.3.   Tenant Rents and Deposits .  In prorating tenant rents and all other amounts due under the Leases (collectively, the “ Rents ”), Rents which relate to the months or other applicable periods up through the month or other applicable period within which the Closing occurs shall be prorated.  Any Rent which is payable in arrears shall be adjusted on the basis of figures equivalent to such amounts payable for the immediately preceding period, then readjusted after the Closing upon determination of final, actual amounts in accordance with Section 8.1 .  Seller shall receive a credit for any Rents which are due and payable prior to the Closing but not actually paid by the respective tenant(s), and Purchaser shall have all rights of collection and enforcement with respect thereto after the Closing.  Purchaser shall be credited with the total of any and all prepaid rents and refundable tenant security deposits under the Leases, whether or not such security deposits are actually held by Seller, and shall assume Seller's obligation to refund such amounts as and if required by the terms of the Leases.

8.3.1.   Pass Throughs .  As part of Rents, tenants under the Leases may be obligated to pay “pass throughs” such as their proportionate share of property taxes, insurance, operating expenses, or common area maintenance charges (collectively, the “ Pass Throughs ”).  Estimates of such Pass Throughs paid by the tenants are reconciled with the actual Pass Throughs due after the end of each calendar year.  Notwithstanding anything in this Article 8 to the contrary, Seller and Purchaser shall re-prorate the Pass Throughs after such reconciliation occurs, but in no event later than ninety (90) days after the end of the calendar year in which the Closing occurs.

8.4.   Utilities .  If possible, in lieu of prorating utility charges, utility readings will be taken on the day prior to the Closing Date, Seller shall pay the charges for utility services based on such reading, and Purchaser shall contract for such utilities and pay all utility expenses incurred on and after the Closing Date.

8.5.   Payment .  At the Closing, the net adjustment by reason of the closing costs incurred by the parties and by the foregoing prorations and apportionments, if in favor of Seller, shall be paid in immediately available funds to Escrow Agent, or, if in favor of Purchaser, shall be paid by set off against the Cash Payment.

8.6.   Real Property Tax Appeal .  If Seller has undertaken, or prior to the Closing undertakes, an appeal of the real property taxes applicable to the Property and if such tax appeal is not finalized prior to the Closing, Purchaser agrees that after the Closing it shall continue the services of Seller’s attorney or tax appeal consultant for such tax appeal until the same is completed.  If the Closing occurs, upon the completion of such appeal, any reduction in taxes and such attorney or tax appeal consultant’s fees shall be prorated between Seller and Purchaser based on their respective periods of ownership during the relevant tax year(s).

9.   Possession .  Possession of the Property shall be delivered to Purchaser upon the Closing.

10.   Brokerage .  Purchaser and Seller warrant and represent to each other that neither has dealt with any real estate broker or salesperson in connection with this transaction except CB Richard Ellis, which represents Seller exclusively, and Vast Commercial Real Estate Solutions, LLC, which represents Purchaser exclusively (collectively, the “ Broker ”). Seller shall be responsible for the payment of a brokerage commission to the Broker in the amount of three and one half percent (3.5%) of the Purchase Price, but only in the event that the Closing occurs, such commission to be split two and one half percent (2.5%) to CB Richard Ellis and one percent (1.0%) to Vast Commercial Real Estate Solutions, LLC.  If the Closing fails to occur for any reason whatsoever, including the default by either party hereunder, Seller shall have no obligation to pay the Broker any brokerage commission with regard to the transaction contemplated herein and in no event shall the Broker have any claim to any portion of the Deposit that may be forfeited in the event of a Purchaser default hereunder.  If any other person shall assert a claim to a finder's fee, brokerage commission, or any other compensation on account of alleged employment as a finder or broker or performance of services as a finder or broker in connection with this transaction, the party under whom the finder or broker is claiming shall indemnify and hold the other party harmless from and against any such claim and all costs, expenses and liabilities incurred in connection with such claim or any action or proceeding brought on such claim, including, but not limited to, counsel and witness fees and court costs in defending against such claim.  This indemnity shall survive the Closing or termination and termination of this Agreement and the escrow.  Purchaser hereby discloses to Seller that a member of Vast Commercial Real Estate Solutions, LLC is also a member of Purchaser.  By its execution of the Acceptance by Broker below, the Broker agrees to the provisions of this Article 10 .

11.   Remedies .

11.1.   Seller's Remedies .  Subject to the terms of the second to the last sentence of this Section 11.1 , if Purchaser fails to perform as required by this Agreement on or prior to the Closing Date, in the time and manner set forth in this Agreement, and provided Seller is not then in default, Seller may terminate this Agreement and the escrow if such default is not cured after five (5) days written notice to Purchaser and the Escrow Agent, in which event Seller shall be entitled to all of the Deposit (and Escrow Agent shall deliver to Seller the Deposit), as consideration for acceptance of this Agreement, for taking the Property off the market, and as the parties' best estimate of Seller's damages resulting from Purchaser's default, but not as a penalty.  The Deposit released to Seller upon such termination shall be Seller's sole and exclusive remedy against Purchaser in all respects, except for any indemnification obligations of Purchaser contained in this Agreement and except as provided in the immediately following sentence.  Notwithstanding the foregoing, if Purchaser wrongfully refuses to cause Escrow Agent to terminate the escrow created hereby, if Purchaser wrongfully claims that this Agreement has not been terminated, or if Purchaser wrongfully refuses to allow the termination of this Agreement following a default by Purchaser, Seller shall also be entitled to recover (a) all costs and expenses, including actual attorneys' fees, incurred by Seller in seeking specific performance of this liquidated damages provision, and (b) all costs and expenses, including actual attorneys' fees and consequential damages, if any, which may be incurred by Seller by reason of the cloud on title to the Property which may result from Purchaser's wrongful failure to allow the termination of the escrow created

hereby and the Agreement.  Notwithstanding the foregoing to the contrary, Purchaser shall be entitled to no cure period if Purchaser fails to close escrow on the Closing Date due to Purchaser's failure to have immediately available funds in escrow sufficient in amount to close the transaction described herein in accordance with the terms of this Agreement.

11.2.   Purchaser's Remedies .  If Seller fails to perform when due any act required by this Agreement to be performed by Seller on or prior to the Closing Date, and provided Purchaser is not then in default, then Purchaser, as its sole and exclusive remedies, may, if such default is not cured after five (5) days notice to Seller and Escrow Agent, either:  (i) terminate this Agreement and the escrow, such termination to be effective upon Purchaser giving written notice of termination to Seller and Escrow Agent, and upon such termination, Purchaser shall be entitled to (x) a return of, and Escrow Agent shall deliver to Purchaser, the Deposit (together with the interest thereon as described in Section 1.3.1 ), and (y) reimbursement from Seller for Purchaser’s reasonable actual out-of-pocket expenses incurred to unrelated third parties during the inspection process for third-party reports, appraisal fees, and similar expenses (other than the Design Co