Exhibit 10.1

PURCHASE AND SALE AGREEMENT

between

CRUSE-TWO, L.L.C.,

an Oklahoma limited liability company, and

CRUSE-SIX, L.L.C.,

an Oklahoma limited liability company

(collectively, “ Sellers ”)

and

GMR OKLAHOMA CITY, LLC,

a Delaware limited liability company

(“ Buyer ”)

Property:

OCOM Hospital and

OCOM Physical Therapy,

8100 South Walker Avenue, and

OCOM North Ambulatory Surgical Center (ASC),

925 NW 139 ^th Street,

Oklahoma City, OK

January 30, 2017

TABLE OF CONTENTS

PURCHASE AND SALE AGREEMENT

( OCOM Hospital, Physical Therapy and North ASC, Oklahoma City, OK )

This PURCHASE AND SALE AGREEMENT (this “ Agreement ”) is entered into effective as of the 30 ^th day of January, 2017 (the “ Effective Date ”), by and between CRUSE-TWO, L.L.C., an Oklahoma limited liability company (“ Cruse-Two ”), and CRUSE-SIX, L.L.C., an Oklahoma limited liability company (“ Cruse-Six ” and collectively with Cruse-Two, “ Sellers ”); and GMR OKLAHOMA CITY, LLC, a Delaware limited liability company (“ Buyer ”). American Eagle Title Insurance Company (“ Escrow Agent ”) joins in this Agreement for the limited purposes set forth herein.

BACKGROUND

A.          This Agreement is made with reference to the following property (collectively, the “ Property ”):

(1)          Cruse-Two’s fee interest in that certain real property commonly known as the Oklahoma Center for Orthopaedic & Multispecialty Surgery Medical Plaza Buildings B and C located at 8100 South Walker Avenue Oklahoma City, Oklahoma, which land is more particularly described on Exhibit “A-1” attached hereto and incorporated herein by this reference, together with all easements, rights and privileges appurtenant thereto, if any (collectively, the “ OCOM South Land ”);

(2)          All of Cruse-Two’s right, title and interest in and to the buildings located upon the OCOM South Land (the “ OCOM South Buildings ”), together with all improvements, structures, fixtures and parking areas located on the OCOM South Land, if any, and appurtenant thereto (the OCOM South Buildings and such improvements, structures, fixtures and parking areas being hereinafter collectively referred to as the “ OCOM South Improvements, ” and the OCOM South Land and the OCOM South Improvements being hereinafter collectively referred to as the “ OCOM South Real Property ”);

(3)          Upon the expiration or termination of the Master Lease (as defined in Section 6.4 of this Agreement), all of Cruse-Two’s right, title and interest in and to the tenant leases relating to the OCOM South Improvements and other occupancy agreements with tenants occupying or using all or any portion of the OCOM South Real Property (collectively with all amendments thereto, the “ OCOM South Lease ”), any and all security deposits, letters of credit, advance rental, letters of credit or like payments, if any, held by Cruse-Two (collectively, the “ OCOM South Security Deposits ”), and all guaranties of the OCOM South Lease, if any, held by Cruse-Two;

(4)          Upon the expiration or termination of the Master Lease, all of Cruse-Two’s right, title and interest in and to all fixtures, equipment, furniture, furnishings, appliances, supplies and other personal property of every nature and description attached or pertaining to, or otherwise used in connection with, the OCOM South Real Property, owned by Cruse-Two and located within the OCOM South Real Property but expressly excluding any of the foregoing owned or leased by any tenant and any personal property owned by a third party and leased to Cruse-Two (the “ OCOM South Personalty ”); and

(5)          Upon the expiration or termination of the Master Lease, all of Cruse-Two’s right, title and interest in and to all intangible rights and property used or useful in connection with the foregoing, if any, including, without limitation, all development rights, contract rights, guaranties, licenses, plans, drawings permits and warranties and all of Cruse-Two’s rights, title and interest, if any, in and to any service marks, logos or any trade names as well as all of Cruse-Two’s rights and remedies under all construction, design and related agreements relating to the OCOM South Buildings (collectively, the “ OCOM South Intangible Property ”);

(6)          Cruse-Six’s fee interest in that certain real property commonly known as the Oklahoma Center for Orthopaedic & Multispecialty Surgery Medical Plaza located at 5925 NW 139 ^th Street, Oklahoma City, Oklahoma, which land is more particularly described on Exhibit “A-2” attached hereto and incorporated herein by this reference, together with all easements, rights and privileges appurtenant thereto, if any (collectively, the “ OCOM North Land ”);

(7)          All of Cruse-Six’s right, title and interest in and to the building located upon the OCOM North Land (the “ OCOM North Building ”), together with all improvements, structures, fixtures and parking areas located on the OCOM North Land, if any, and appurtenant thereto (the OCOM North Building and such improvements, structures, fixtures and parking areas being hereinafter collectively referred to as the “ OCOM North Improvements, ” and the OCOM North Land and the OCOM North Improvements being hereinafter collectively referred to as the “ OCOM North Real Property ”);

(8)          All of Cruse-Six’s right, title and interest in and to the tenant leases relating to the OCOM North Improvements and other occupancy agreements with tenants occupying or using all or any portion of the OCOM North Real Property (collectively with all amendments thereto, the “ OCOM North Lease ”), any and all security deposits, letters of credit, advance rental, letters of credit or like payments, if any, held by Cruse-Six (collectively, the “ OCOM North Security Deposits ”), and all guaranties of the OCOM North Lease, if any, held by Cruse-Six;

(9)          All of Cruse-Six’s right, title and interest in and to all fixtures, equipment, furniture, furnishings, appliances, supplies and other personal property of every nature and description attached or pertaining to, or otherwise used in connection with, the OCOM North Real Property, owned by Cruse-Six and located within the OCOM North Real Property but expressly excluding any of the foregoing owned or leased by any tenant and any personal property owned by a third party and leased to Cruse-Six (the “ OCOM North Personalty ”); and

(10)        All of Cruse-Six’s right, title and interest in and to all intangible rights and property used or useful in connection with the foregoing, if any, including, without limitation, all development rights, contract rights, guaranties, licenses, plans, drawings permits and warranties and all of Cruse-Six’s rights, title and interest, if any, in and to any service marks, logos or any trade names as well as all of Cruse-Six’s rights and remedies under all construction, design and related agreements relating to the OCOM North Building (collectively, the “ OCOM North Intangible Property ”).

B.           The Property described in Recital A(1)-(5) above is collectively referred to as the “ OCOM South Property ,” and the Property described in Recital A(6)-10) above is collectively referred to as the “ OCOM North Property .” Sellers are prepared to sell, transfer and convey the Property to Buyer, and Buyer is prepared to purchase and accept the same from Sellers, all for the Purchase Price and on the other terms and conditions hereinafter set forth.

TERMS AND CONDITIONS

In consideration of the mutual covenants and agreements herein contained, and intending to be legally bound hereby, the parties hereto agree:

1.            Sale and Purchase . Sellers hereby agrees to sell, transfer and convey the Property to Buyer, and Buyer hereby agrees to purchase and accept the Property from Sellers, in each case for the Purchase Price and on and subject to the other terms and conditions set forth in this Agreement.

2.            Purchase Price . The aggregate purchase price for the Property (the “ Purchase Price ”) shall be Forty Nine Million Five Hundred Thousand and No/100 Dollars ($49,500,000.00). The portion of the Purchase Price allocated to the OCOM South Property shall be Forty-Four Million Four Hundred Thousand and No/100 Dollars ($44,400,000) (the “ OCOM South Purchase Price ”), and the portion of the Purchase Price allocated to the OCOM North Property shall be Five Million One Hundred Thousand and No/100 Dollars ($5,100,000) (the “ OCOM North Purchase Price ”).

The Purchase Price, subject to the terms and conditions hereinafter set forth, shall be paid to Sellers by Buyer as follows:

2.1          Deposit . Within two (2) Business Days following the mutual execution and delivery of this Agreement by Buyer and Sellers, Buyer shall deliver to Escrow Agent a deposit in the amount of Three Hundred Fifty Thousand and No/100 Dollars ($350,000.00) (together with any interest thereon, the “ Initial Deposit ”). If Buyer does not terminate this Agreement pursuant to Section 3.2 on or before the expiration of the Inspection Period, Buyer shall deliver to Escrow Agent an additional deposit in the amount of Three Hundred Fifty Thousand and No/100 Dollars ($350,000.00) (together with any interest thereon, the “ Additional Deposit ”) within two (2) Business Days following the expiration of the Inspection Period. The Initial Deposit and the Additional Deposit shall be referred to herein collectively as the “ Deposit .” The Deposit shall be delivered to Escrow Agent in immediately available funds, to be held in escrow and delivered in accordance with this Agreement at the following address: American Eagle Title Insurance Company, 421 NW 13 ^th Street, Suite 320, Oklahoma City OK 73103, attention: Mr. Eric Offen, telephone (405) 232-6700, e-mail: eoffen@ameagletitle.com .

2.2          Payment at Closing . At the consummation of the transaction contemplated hereby (the “ Closing ”), Buyer shall deliver to Escrow Agent cash or immediately available funds in an amount equal to the Purchase Price, less the Deposit. The Purchase Price, subject to adjustments and apportionments as set forth herein, shall be paid at Closing by wire transfer of immediately available federal funds, transferred to the order or account of Sellers or such other person as Sellers may designate in writing, subject to the terms of the Post-Closing Escrow Agreement (as defined in Section 6.4 , below).

The delivery and recording of documents and the disbursement of funds shall be effectuated through the Escrow Agent at the Closing and pursuant to the closing instructions from the parties hereto, which closing instructions shall not modify or diminish the parties’ respective obligations hereunder.

2.3          Independent Consideration . Sellers and Buyer acknowledge and agree that One Hundred Dollars ($100.00) of the Deposit shall be paid to Sellers if this Agreement is terminated for any reason (the “ Independent Contract Consideration ”), in addition to any other rights Sellers may have hereunder. Moreover, Sellers and Buyer acknowledge and agree that the Independent Contract Consideration has been bargained for and agreed to as additional consideration for Sellers’ execution and delivery of this Agreement and is non-refundable to Buyer.

3.            Due Diligence Inspections . No later than three (3) Business Days after the Effective Date, each Seller shall deliver to Buyer accurate and complete copies of all of the information set forth on Exhibit “L” (collectively, the “ Property Information ”) related to such Seller’s Property, to the extent such information is within such Seller’s possession or available to such Seller under the terms of the OCOM North Lease or the OCOM South Lease (collectively the “ Leases ”), as applicable. All Property Information shall be delivered to Attention: Alfonzo Leon, Chief Investment Officer, Global Medical REIT, address: 4800 Montgomery Lane, Suite 450, Bethesda, Maryland 20814, telephone: (202) 524-6853, facsimile: (202) 380-0891, e-mail: AlfonzoL@globalmedicalreit.com .

3.1          Entry . During the Inspection Period (as defined below), subject to the terms of the Leases affecting the Property, Buyer and its agents and representatives shall be entitled to enter upon the OCOM North Real Property and the OCOM South Real Property (collectively, the “ Real Property ”) from time to time (as coordinated through Sellers and the property manager for the tenants under the Leases), including all leased areas, upon reasonable prior notice to Sellers (and, to the extent applicable, the tenants under the Leases), to perform inspections and tests of the Property, including surveys, environmental studies, examinations and tests of all structural and mechanical systems within the OCOM North Improvements and the OCOM South Improvements (collectively, the “ Improvements ”), and to examine the books and records of Sellers relating to the Property. Buyer shall furnish to Sellers, at no expense to Sellers, copies of all studies, inspections and tests of the Property performed by or on behalf of Buyer.

Notwithstanding the foregoing, Buyer shall not be permitted to interfere unreasonably with Sellers’ operations at the Property or disturb or interfere with any tenant’s rights or occupancy at the Property, and the scheduling of any inspections shall take into account the timing and availability of access to tenants’ premises, subject to tenants’ rights under the Leases or otherwise. If Buyer wishes to engage in any testing which is invasive, which will damage or disturb any portion of the Property, which will involve sampling, or which will involve testing of subsurface soils, surface water, or groundwater, Buyer shall obtain Seller’s prior written consent thereto, which shall not be unreasonably withheld, conditioned or delayed. Buyer agrees that in making any inspections of, or conducting any testing of, on, or under the Property, Buyer or Buyer’s agents will carry not less than One Million and 00/100 Dollars ($1,000,000.00) commercial general liability insurance covering such activities and, upon request of Sellers, will provide Sellers with written evidence of such insurance. Buyer shall repair any damage to the Property caused by any such tests or investigations, and indemnify, defend and hold harmless Sellers, their members and affiliates and their respective directors, officers, managers, employees, agents, successors and assigns from any and all liabilities, claims, losses, suits, demands, costs and expenses resulting therefrom. The indemnity and repair obligations of Buyer under this paragraph shall survive Closing or the termination of this Agreement.

3.2          Inspection Period . The term “ Inspection Period ,” as used herein, shall mean the period commencing on the Effective Date and ending at 5:00 p.m. Pacific time on the date which is forty-five (45) days following the later of (a) Buyer’s receipt of the Property Information, or (b) the Effective Date. Buyer may terminate this Agreement in its entirety in its sole discretion for a reason or no reason by giving written notice of such election to Sellers and Escrow Agent at any time prior to the expiration of the Inspection Period, in which event the Initial Deposit shall automatically be refunded and returned forthwith to Buyer and, except as expressly set forth herein, neither party shall have any further liability or obligation to the other hereunder. In the absence of such written notice of termination, the contingency provided for in this Section 3.2 no longer shall be applicable, Buyer shall deliver to Escrow Agent the Additional Deposit provided for in Section 2.1 , and this Agreement shall continue in full force and effect.

3.3          Property Condition Assessment . Prior to the expiration of the Inspection Period, Buyer shall cause a property condition assessment to be performed by a professional commercial property inspector for each of the OCOM North Property and the OCOM South Property. Buyer shall provide to each respective Seller copies of the inspector’s report, which shall set forth in reasonable detail the results of such assessment and the inspector’s recommended repairs and maintenance, if any (the “ Assessment Report ”). The Assessment Report shall be mutually acceptable to Buyer and the respective Seller, which acceptance shall be acknowledged in writing by the respective Seller prior to the expiration of the Review Period. If Buyer fails to deliver the Assessment Report, or if the respective Seller declines or fails to provide acknowledgement of its acceptance of the Assessment Report, prior to the expiration of the Inspection Period, then this Agreement shall be deemed terminated, in which event the Initial Deposit shall automatically be refunded and returned forthwith to Buyer and, except as expressly set forth herein, neither party shall have any further liability or obligation to the other hereunder. If the Assessment Reports for the Property are accepted, such Assessment Reports shall be referenced in or attached as an exhibit to the Master Lease of the OCOM South Property or the Assignment and Assumption of Leases, Contracts and Security Deposits for the OCOM North Property, as applicable, and, subject to ordinary wear and tear and casualty damage, shall serve as conclusive evidence of the condition of the respective Property as of the Closing Date.

3.4          Title and Survey Matters . Within fifteen (15) Business Days following the Effective Date, Sellers shall cause Escrow Agent (in its capacity as title company issuing the title policy described below, (“ Title Company ”)) to furnish to Buyer and Sellers title commitments (the “ Title Commitments ”) with respect to the Property together with copies of all instruments listed as exceptions to title. Within ten (10) Business Days following Buyer’s receipt of the Title Commitments, Buyer shall use commercially reasonable efforts to cause a duly licensed Oklahoma surveyor to furnish to Buyer and Sellers ALTA/NSPS land title surveys of the Real Property (the “ Surveys ”). Buyer will have until the expiration of the Inspection Period to give written notice to Sellers specifying Buyer’s objections to the Title Commitment, title exceptions listed therein, and the Surveys (collectively, “ Title Objections ”), if any. If Buyer timely notifies Sellers in writing of the Title Objections, Sellers shall have five (5) business days after receipt of such notice (the “ Title Cure Period ”) to elect (but shall have no obligation whatsoever) to cure any Title Objection, and if so elected, shall either (a) satisfy the Title Objections at Sellers’ sole cost and expense and cause the Title Company to revise the Title Commitment to reflect such satisfaction, or (b) provide Buyer and the Title Company with satisfactory evidence that Sellers can and will cure such Title Objections prior to or at Closing; provided, however , Sellers shall be obligated to remove, pay and/or satisfy prior to or at Closing any monetary liens against the Property created or incurred by or through Sellers (each, a “ Monetary Lien ”). Failure by Sellers to timely respond in writing to any Title Objections shall be deemed Sellers’ decision not to cure any Title Objections. If Sellers elect not to satisfy any of the Title Objections within the Title Cure Period, Buyer shall have the option, exercisable within five (5) days after the expiration of the Title Cure Period, to either (i) waive the unsatisfied Title Objections, in which event the unsatisfied Title Objections will become Permitted Exceptions (hereinafter defined), or (ii) terminate this Agreement in which event the Deposit shall automatically be refunded and returned forthwith to Buyer and, except as expressly set forth herein, neither party shall have any further liability or obligation to the other hereunder. If Buyer fails to notify Sellers in writing within five (5) days after the expiration of the Title Cure Period that Buyer has elected to terminate this Agreement pursuant to this Section 3.4 , then Buyer shall be deemed to have waived all unsatisfied Title Objections. If, after the expiration of the Inspection Period, Title Company amends or adds any exception to the Title Commitments other than at the request of Buyer (including any liens against the Property for a liquidated amount that Sellers are not obligated hereunder to satisfy at Closing), the Title Company will notify Buyer and Sellers immediately. Within two (2) business days after Buyer receives notice from Title Company (and the Closing Date shall be extended if needed so that the Closing shall not occur prior to the end of such two (2) Business Day period), together with a copy of such intervening lien or matter, Buyer shall notify Sellers in writing of any objections thereto (a “ Supplemental Title Objection ”). If Buyer fails to notify Sellers of such Supplemental Title Objection within such two (2) Business Day period, Buyer shall be deemed to have waived any objection and approved all such exceptions. If the Supplemental Title Objection is material and adverse to the Property, is not caused by Buyer and Sellers do not agree to remove such matter (other than any Monetary Lien), then Buyer may within two (2) business days after the Supplemental Title Objection, terminate this Agreement in which event the Deposit shall automatically be refunded and returned forthwith to Buyer and, except as expressly set forth herein, neither party shall have any further liability or obligation to the other hereunder. If Sellers have not received written notice from Buyer that Buyer has elected to terminate this Agreement within such two (2) Business Day period of time, then Buyer shall be deemed to have waived any unsatisfied Supplemental Title Objection. “ Permitted Exceptions ” shall mean any title or survey item, other than Monetary Liens: (i) not raised as Title Objections by Buyer, or (ii) raised as Title Objections by Buyer but thereafter waived or deemed waived.

3.5          Lease Amendments . Buyer acknowledges and agrees that concurrent with the delivery of the Master Lease of the OCOM South Property (pursuant to Section 10.3.3 ) and the Assignment and Assumption of Leases, Contracts and Security Deposits (pursuant to Section 10.3.5 ) for the OCOM North Property, each of the Leases shall be amended pursuant to amendments in form and substance prepared by Sellers and approved by Buyer in its reasonable discretion (each, a “ Lease Amendment ”), which Lease Amendment(s) shall include (i) a requirement that the tenants under each such Lease shall, upon Buyer’s written request (in its capacity as landlord or master landlord, as the case may be), provide Buyer with unaudited quarterly financial reports (balance sheets and related statements of income and cash flow statements), and, upon Buyer’s additional request from time to time and at Buyer’s sole expense, but no more than once every twelve (12) months, provide Buyer with audited financials as well, and (ii) with respect to the OCOM South Lease:

(a)         an acknowledgment that, with respect to any indemnity obligations that the tenant may owe to Cruse-Two, as landlord, such indemnity obligations shall extend to Buyer in its capacity as master landlord,

(b)         an acknowledgement that Cruse-Two, as landlord, has become a tenant under the Master Lease and that the OCOM South Lease shall be thereafter deemed a sublease, subject and subordinate to the Master Lease for so long as such Master Lease remains in effect and, upon the expiration of such Master Lease, Cruse-Two shall assign, and Buyer shall assume, the landlord’s direct interest in the OCOM South Lease, which shall thereafter continue in effect pursuant to its terms and conditions,

(c)         an acknowledgement that property insurance required by OCOM South Lease shall be provided by an insurance carrier designated by Buyer at OCOM’s sole cost and expense provided that any such insurance shall have substantially similar premiums, deductibles, and coverages as the property insurance maintained by OCOM pursuant to the OCOM South Lease as of the date of this Agreement,

(d)         a release of Anthony L. Cruse, an individual, from the applicable guaranties with respect to such Lease.

Sellers will use commercially reasonable efforts to obtain the Lease Amendments; provided , that either Seller’s failure to obtain the Lease Amendments shall not constitute a default or breach of such Seller’s obligations under this Agreement.

4.            Representations and Warranties of Sellers . Each Seller represents and warrants to Buyer, with respect to such Seller and with respect to the Property owned by such Seller, as follows:

4.1          Authority . Seller is a limited liability company organized under the laws of the State of Oklahoma and Seller has all requisite power and authority to enter into this Agreement and perform its obligations hereunder. The execution, delivery and performance of this Agreement and all documents contemplated hereby by Seller has been duly and validly authorized by all necessary action on the part of Seller, and all required consents and approvals have been duly obtained and will not result in a breach of any of the terms or provisions of, or constitute a default under any indenture, agreement or instrument to which any Seller is a party. This Agreement is a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, subject to the effect of applicable bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar laws affecting the rights of creditors generally.

4.2          No Conflict . Neither the execution, delivery or performance of this Agreement nor compliance herewith (i) conflicts or will conflict with or results or will result in a breach of or constitutes or will constitute a default under (a) the operating agreement of Seller or any other agreement or instrument to which Seller is a party or by which all or any part of the Property is bound or (b) any law or any order, writ, injunction or decree of any court or governmental authority, (ii) results in the creation or imposition of any lien, charge or encumbrance upon its property pursuant to any such agreement or instrument, or (iii) violates any restriction, requirement, covenant or condition to which all or any part of the Property is bound.

4.3          OFAC Compliance . Seller is in compliance with the requirements of Executive Order No. 13224, 66 Fed. Reg. 49079 (Sept. 25, 2001) (the “ Order ”) and other similar requirements contained in the rules and regulations of the Office of Foreign Assets Control, Department of the Treasury (“ OFAC ”) and in any enabling legislation or other Executive Orders or regulations in respect thereof (the Order and such other rules, regulations, legislation or executive orders are collectively referred to herein as the “ Orders ”). Neither Seller nor any beneficial owner of Seller:

4.3.1         is listed on the Specifically Designated Nationals and Blocked Persons List maintained by OFAC pursuant to the Orders or on any other list of terrorists or terrorist organizations maintained pursuant to any of the rules and regulations of OFAC or pursuant to any other applicable Orders (collectively, the “ Lists ”);

4.3.2         is a person who has been determined by competent authority to be subject to the prohibitions contained in the Orders;

4.3.3         is owned or controlled by, or acts for or on behalf of, any person or entity listed on the Lists or any other person or entity who has been determined by competent authority to be subject to the prohibitions contained in the Orders; or

4.3.4         shall transfer or permit the transfer of any interest in Seller or any beneficial owner in Seller to any person or entity who is, or any of whose beneficial owners are, listed on the Lists.

4.4          No Governmental Authority Required . No authorization, consent or approval of any governmental authority (including, without limitation, courts) is required for the execution and delivery by Seller of this Agreement or the performance of its obligations hereunder.

4.5          Credit of the Property . Seller has not (i) made a general assignment for the benefit of creditors, (ii) filed any voluntary petition in bankruptcy or suffered the filing of an involuntary petition by Seller’s creditors, (iii) suffered the appointment of a receiver to take possession of all or substantially all of Seller’s assets, (iv) suffered the attachment or other judicial seizure of all, or substantially all, of Seller’s assets, (v) admitted in writing its inability to pay its debts as they come due or (vi) made an offer of settlement, extension or composition to its creditors generally.

4.6          Governmental Commitments . Seller has not entered into any material commitments or agreements with any governmental authorities or agencies affecting the Property.

4.7          Leases . Seller has delivered or made available to Buyer true and complete copies of the Leases to which Seller is a party. The list of Leases to which Seller is a party set forth on Exhibit “B” attached hereto is true, correct and complete. Each of the Leases is in full force and effect. Seller is “landlord” or “lessor” under the Leases to which Seller is a party and is entitled to assign to Buyer, without the consent of any party, the Leases. The tenant  is Oklahoma Center for Orthopedic & Multi-Specialty Surgery, LLC, an Oklahoma limited liability company (“ OCOM ”). There are no rights to renew, extend or terminate the Leases or expand any tenant lease premises, except as provided in the Leases. There is no Lease which provides that a tenant pays rent in the form of percentage rent. No rent or other payments have been collected in advance for more than one (1) month and no rents or other deposits are held by Sellers, except the security deposits, if any, described in the Leases and rent for the current month. Neither Seller nor any tenant is in default under its respective Lease, and there exists no condition or circumstance or written notice of any condition or circumstance which, with the passage of time, would constitute a default under any of the Leases by any party. No tenant has asserted any claim of offset or other defense in respect of its or Seller’s obligations under its respective Lease. No tenant has (i) filed for bankruptcy or taken any similar debtor-protection measure, (ii) defaulted under its Lease, (iii) discontinued operations at the Property owned by Seller, or (iv) given notice of its intention to do any of the foregoing.

4.8          No Condemnation . Seller has not received any written notice of any pending or contemplated condemnation, eminent domain or similar proceeding with respect to all or any portion of the Real Property owned by Seller and, to Seller’s actual knowledge, no such proceedings are threatened.

4.9          Contracts . There are no construction, management, commission, brokerage, leasing, service, equipment, supply, maintenance or concession agreements entered into by or on behalf of Seller in effect with respect to the Real Property or the Personalty owned by Seller, except as set forth in Exhibit “C” (collectively, the “ Contracts ”). Seller will deliver or make available to Buyer true and complete copies of the Contracts. Seller has not, within the last year, received any written notice of any default under any contract that has not been cured or waived. To Seller’s knowledge, neither Seller nor any counterparty is in material default under any Contracts, and no event exists which, with the passage of time or the giving of notice or both, will become a material default thereunder on the part of Seller or any counterparty.

4.10        Tenant Improvement Allowances . There are no unpaid tenant improvement allowances, tenant improvement obligations of Landlord, leasing commissions and/or rent concessions with respect to any of the Leases.

4.11        Correction of Conditions . Seller has not received any written notice from, and, to the best of Seller’s knowledge, there are no grounds for, any association, declarant or easement holder requiring the correction of any condition with respect to the Property owned by Seller, or any part thereof, by reason of a violation of any other restrictions or covenants recorded against the Property. Seller is not in default under any such document, nor, to the best of Seller’s knowledge, is any other party subject to any such document.

4.12        Compliance . Seller has not received any written notice from, and, to the best of Seller’s knowledge there are no grounds for, any governmental agency requiring the correction of any condition with respect to the Property owned by Seller, or any part thereof, by reason of a violation of any applicable federal, state, county or municipal law, code, rule or regulation (including those respecting the Americans With Disabilities Act), which has not been cured or waived. To the best of Seller’s knowledge, Seller and the Property owned by Seller are in compliance with all applicable federal, state, county and municipal laws, codes, rules and/or regulations. Seller has not received written notice from any governmental agency or other body of any existing violations of any federal, state, county or municipal laws, ordinances, orders, codes, regulations or requirements affecting the Real Property owned by Seller which have not been cured.

4.13        Property Permits . Seller has not received any written notice of an intention to revoke any certificate of occupancy, license, or permit issued in connection with the Property owned by Seller.

4.14        Hazardous Materials . To the best of Seller’s knowledge, except as disclosed in the Property Information provided to Buyer or in any environmental studies of the Property conducted by or on behalf of Buyer, there are no Hazardous Materials (as defined below) stored on, incorporated into, located on, present in or used on the Property in violation of, and requiring remediation under, any laws, ordinances, statutes, codes, rules or regulations. For purposes of this Agreement, the term “Hazardous Materials” shall mean any substance which is or contains: (i) any “hazardous substance” as now or hereafter defined in Section 101(14) of the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. § 9601, et seq. ) (“ CERCLA ”) or any regulations promulgated under CERCLA; (ii) any “hazardous waste” as now or hereafter defined in the Recourse Conservation and Recovery Act (42 U.S.C. § 6901, et seq. ) (“ RCRA ”) or regulations promulgated under RCRA; (iii) any substance regulated by the Toxic Substances Control Act (15 U.S.C. § 2601, et seq. ); (iv) gasoline, diesel fuel or other petroleum hydrocarbons; (v) asbestos and asbestos containing materials, in any form, whether friable or non-friable; (vi) polychlorinated biphenyls; (vii) radon gas; or (viii) any additional substances or materials which are now or hereafter classified or considered to be hazardous or toxic under any laws, ordinances, statutes, codes, rules, regulations, agreements, judgments, orders and decrees now or hereafter enacted, promulgated, or amended, of the United States, the state, the county, the city or any other political subdivision in which the Property is located and any other political subdivision, agency or instrumentality exercising jurisdiction over the owner of the Property, the Property or the use of the Property relating to pollution, the protection or regulation of human health, natural resources or the environment, or the emission, discharge, release or threatened release of pollutants, contaminants, chemicals or industrial, toxic or hazardous substances or waste into the environment (including, without limitation, ambient air, surface water, ground water or land or soil). Seller has received no notice that the Property or any portion thereof contains any form of toxic mold.

4.15        Litigation . There is no action, suit, court or arbitration proceedings, or administrative action or proceeding, which is pending or threatened against or affecting the Property owned by Seller or arising out of Seller’s ownership, management or operation of the Real Property.

4.16        FIRPTA . Seller is not a “foreign person” as defined in Section 1445(f)(3) of the Internal Revenue Code.

4.17        No Bankruptcy . Seller has not (i) made a general assignment for the benefit of creditors, (ii) filed any voluntary petition in bankruptcy or suffered the filing of an involuntary petition of Seller’s creditors, (iii) suffered the appointment of a receiver to take possession of all, or substantially all, of Seller’s assets, (iv) suffered the attachment or other judicial seizure of all, or substantially all, of Seller’s assets, (v) admitted in writing it inability to pay its debts as they come due or (vi) made an offer of settlement, extension or composition to its creditors generally.

4.18        Change of Facts . Seller shall promptly notify Buyer, in writing, of any event or condition known to Seller which occurs prior to the Closing, which causes a material adverse change in the facts relating to, or the truth of, any of Seller’s representations or warranties.

4.19        On-Site Employees . There are no on-site employees of Seller or its affiliates at the Property, and upon the Closing Date, Buyer shall have no obligation to employ or continue to employ any individuals employed by Seller or its affiliates in connection with the Property owned by Seller.

4.20        Information . Seller has no knowledge or information of any facts, circumstances, or conditions that are inconsistent with the representations and warranties contained herein. As used herein, “ to Seller’s knowledge ” shall be deemed to mean the actual knowledge of Anthony L. Cruse.

4.21        No Other Options . Other than this Agreement and the Permitted Exceptions, the Property is not subject to any outstanding agreement(s) of sale or options, rights of first refusal or other rights of purchase to which Seller is a party.

4.22        Survivability of Representations and Warranties . The representations and warranties of Sellers and Buyer set forth in this Agreement are remade as of the Closing Date and shall not be deemed to be merged into or waived by the instruments of Closing and shall survive after the Closing Date for a period of one (1) year.

4.23        Limitations Regarding Representations and Warranties . EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, IT IS UNDERSTOOD AND AGREED THAT SELLERS ARE NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

BUYER HEREBY EXPRESSLY ACKNOWLEDGES AND AGREES THAT BUYER HAS OR WILL HAVE, PRIOR TO THE END OF THE INSPECTION PERIOD, INSPECTED AND EXAMINED THE PROPERTY TO THE EXTENT DEEMED NECESSARY BY BUYER IN ORDER TO ENABLE BUYER TO EVALUATE THE PURCHASE OF THE PROPERTY. BUYER HEREBY FURTHER ACKNOWLEDGES AND AGREES THAT BUYER IS RELYING UPON THE INSPECTION, EXAMINATION, AND EVALUATION OF THE PROPERTY BY BUYER. BUYER ACKNOWLEDGES AND AGREES THAT UPON CLOSING SELLER SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PROPERTY “ AS IS, WHERE IS, WITH ALL FAULTS ”, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, and/or in the transaction documents referenced herein.

5.            Representations of Buyer . Buyer represents and warrants that:

5.1          Authority . Buyer is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite power and authority to enter into this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by Buyer has been duly authorized.

5.2          No Conflict . The execution and delivery of this Agreement and the consummation of the transactions contemplated hereunder on the part of Buyer does not and will not violate any applicable law, ordinance, statute, rule, regulation, order, decree or judgment, conflict with or result in the breach of any material terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge, or encumbrance upon any of the property or assets of Buyer by reason of the terms of any contract, mortgage, lien, lease, agreement, indenture, instrument or judgment to which Buyer is a party or which is or purports to be binding upon Buyer or which otherwise affects Buyer, which will not be discharged, assumed or released at Closing. No action by any federal, state or municipal or other governmental department, commission, board, bureau or instrumentality is necessary to make this Agreement a valid instrument binding upon Buyer in accordance with its terms.

5.3          Source of Funds . Buyer has available to it unrestricted funds which it may use in its sole discretion to pay the full Purchase Price and otherwise comply with the provisions of this Agreement. Buyer acknowledges and agrees that its obligations hereunder are not contingent upon Buyer obtaining financing for the purchase of the Property.

5.4          OFAC Compliance . Buyer is in compliance with the requirements of the Order and other similar requirements contained in the rules and regulations of OFAC and in any enabling legislation or other Orders. Neither Buyer nor any beneficial owner of Buyer:

5.4.1         is listed on the Lists;

5.4.2         is a person who has been determined by competent authority to be subject to the prohibitions contained in the Orders;

5.4.3         is owned or controlled by, or acts for or on behalf of, any person or entity listed on the Lists or any other person or entity who has been determined by competent authority to be subject to the prohibitions contained in the Orders; or

5.4.4         shall transfer or permit the transfer of any interest in Buyer or any beneficial owner in Buyer to any person or entity who is, or any of whose beneficial owners are, listed on the Lists.

5.5          Change of Facts . Buyer shall promptly notify Seller, in writing, of any event or condition known to Buyer which occurs prior to the Closing, which causes a material adverse change in the facts relating to, or the truth of, any of Buyer’s representations or warranties.

6.            Conditions Precedent to Buyer’s Obligations . All of Buyer’s obligations hereunder are expressly conditioned on the satisfaction at or before the time of Closing hereunder, or at or before such earlier time as may be expressly stated below, of each of the following conditions (each a “ Buyer Closing Condition ” and, collectively, the “ Buyer Closing Conditions ”):

6.1          Accuracy of Representations . All of the representations and warranties of Seller contained in this Agreement shall have been true and correct in all material respects when made, and shall be true and correct in all material respects on the date of Closing with the same effect as if made on and as of such date, except as the same may be modified as a result of matters permitted or contemplated by the terms of this Agreement or otherwise as a result of matters outside of the control of Seller.

6.2          Performance . Sellers shall have performed, observed and complied with all material covenants, agreements and conditions required by this Agreement to be performed, observed and complied with on its part prior to or as of Closing hereunder.

6.3          Documents and Deliveries . All instruments and documents required on Seller’s part to effectuate this Agreement and the transactions contemplated hereby shall be delivered at Closing and shall be in form and substance consistent with the requirements herein.

6.4          Master Lease . Buyer shall have received on or prior to the Closing Date two (2) executed counterpart originals of a master lease dated as of the Closing Date between Buyer as landlord and Cruse-Two, as tenant, with respect to the OCOM South Property (the “ Master Lease ”), which Master Lease shall be substantially in the form of Exhibit “D” attached hereto. In addition, Seller shall obtain, and the Master Lease shall be accompanied by, an irrevocable standby letter of credit (“ Letter of Credit ”) addressed to Buyer as beneficiary and issued by a financial institution reasonably acceptable to Buyer in an amount equal to the difference (the “ Rent Differential ”) between (a) the total Minimum Monthly Rent due to Buyer under the Master Lease, and (b) the rent that OCOM is obligated to pay under the OCOM South Lease for the time period from Closing to February 28, 2022 (the “ Master Lease Expiration Date ”), less the Holdback Amount (as defined below). The terms of the Letter of Credit shall be agreed to by Buyer and Cruse-Two prior to Closing, and the Letter of Credit shall be deposited with the Escrow Agent at Closing, to be held by Escrow Agent in compliance with the Post-Closing Escrow Agreement (as defined below). If Cruse-Two fails to pay the Rent Differential when due under the Master Lease and such default is not cured within any applicable notice and cure period under the Master Lease, Buyer shall have the right to draw on the Letter of Credit for payment of the unpaid Rent Differential by giving written notice to Cruse-Two and the Escrow Agent, and submitting to Escrow Agent, for delivery to the issuer of the Letter of Credit, a drawing certificate in the form attached to the Letter of Credit. The amount of the Letter of Credit shall be reduced annually as the remaining balance of the rent payments to be made by Cruse-Two under the Master Lease (and the remaining balance of the Rent Differential) is reduced. The Letter of Credit shall be released and cancelled upon payment in full of all rent due to Buyer under the Master Lease. If the Letter of Credit has an annual expiration date or an expiration date other than the Master Lease Expiration Date, Cruse-Two shall cause the Letter of Credit to be renewed at least ninety (90) days prior to such expiration date. At Closing, Escrow Agent shall retain a portion of the Purchase Price equal to Two Hundred Twenty Thousand Seven Hundred Eighty-Two and No/100 Dollars ($220,782.00) (the “ Holdback Amount ”), in an escrow account to be held by Escrow Agent pursuant to a post-closing escrow agreement to be executed and delivered at Closing by Buyer, Cruse-Two and Escrow Agent in the form attached hereto as Exhibit “M” (the “ Post-Closing Escrow Agreement ”). The Holdback Amount shall be held and disbursed by Escrow Agent and applied to the last three (3) months of the Rent Differential under the Master Lease in compliance with the Post-Closing Escrow Agreement.

6.5          Title Policy . On the Closing Date, the Title Company shall be unconditionally obligated and prepared, subject to the payment of the applicable title insurance premium and other related charges, to issue to Buyer 2006 ALTA Extended Coverage Owner’s Policies of Title Insurance insuring the fee simple title to the OCOM South Real Property and the OCOM North Real Property in Buyer with liability in the amount of the Purchase Price allocated to each such Property, subject only to the Permitted Exceptions.

6.6          Tenant Estoppel Certificates . Sellers shall request from each of the tenants at the Property, and promptly deliver to Buyer to the extent received, estoppel certificates either (a) substantially in the form of Exhibit “N” attached hereto or (b) in such form as is permitted by any tenant Lease (in either case, an “ Estoppel Certificate ” or “ Estoppel Certificates ”); provided , that if the Estoppel Certificate is not substantially in the form of Exhibit “N” attached hereto, Buyer shall have the right to review and approve such Estoppel Certificate. Further, Buyer shall have the right to review and approve all Estoppel Certificates before such Estoppel Certificates are sent to any tenant for execution. All Estoppel Certificates received shall be dated not more than thirty (30) days prior to Closing.

6.7          Subordination and Non-Disturbance Agreements (SNDAs) . Cruse-Two shall request from the tenant at the OCOM South Property, and promptly deliver to Buyer to the extent received, a subordination, nondisturbance and attornment agreement (an “ SNDA ”) substantially in the form of Exhibit “O” attached hereto. In addition, upon request by Buyer’s lender, Sellers shall also request from each of the tenants at the Property, and promptly deliver to Buyer to the extent received, SNDAs in such form requested by the Buyer’s lender. All SNDAs received shall be dated not more than thirty (30) days prior to Closing.

6.8          Lease Amendments . The Leases shall have been amended by the Lease Amendments as set forth in Section 3.5 .

7.            Conditions Precedent to Sellers’ Obligations . All of Sellers’ obligations hereunder are expressly conditioned on the satisfaction at or before the time of Closing hereunder, or at or before such earlier time as may be expressly stated below, of each of the following conditions (each a “Seller Closing Condition ” and, collectively, the “Seller Closing Conditions ”):

7.1          Accuracy of Representations . All of the representations and warranties of Buyer contained in this Agreement shall have been true and correct in all material respects when made, and shall be true and correct in all material respects on the date of Closing with the same effect as if made on and as of such date, except as the same may be modified as a result of matters permitted or contemplated by the terms of this Agreement or otherwise as a result of matters outside of the control of Buyer.

7.2          Performance . Buyer shall have performed, observed and complied with all material covenants, agreements and conditions required by this Agreement to be performed, observed and complied with on its part prior to or as of Closing hereunder.

7.3          Documents and Deliveries . All payments, instruments and documents required on Buyer’s part to effectuate this Agreement and the transactions contemplated hereby shall be delivered at Closing and shall be in form and substance consistent with the requirements herein.

7.4          Lease Amendment . The OCOM South Lease shall have been amended as set forth in Section 3.5 .

8.            Failure of Conditions . In the event a Buyer Closing Condition is not satisfied by the Closing Date through no fault of Buyer, then Buyer shall have the option, at Buyer’s sole discretion, to (i) proceed with Closing but preserving its other rights and remedies hereunder, or (ii) decline to proceed to Closing. In the latter event, except as expressly set forth herein, all obligations, liabilities and rights of the parties under this Agreement shall terminate, and the Deposit shall be returned to Buyer. Notwithstanding the foregoing, in the event that a Buyer Closing Condition is not satisfied as a result of a breach by Seller, Buyer shall have the rights and remedies set forth in Section 13.2 herein. In the event a Seller Closing Condition is not satisfied by the Closing Date through no fault of Sellers, then Sellers shall have the option, at Sellers’ sole discretion, to (i) proceed with Closing but preserving their other rights and remedies hereunder, or (ii) decline to proceed to Closing. In the latter event, except as expressly set forth herein, all obligations, liabilities and rights of the parties under this Agreement shall terminate, and the Deposit shall be returned to Buyer unless a Seller Closing Condition is not satisfied as a result of a breach by Buyer, in which event Sellers shall have the rights and remedies set forth in Section 13.1 herein.

9.            Pre-Closing Matters . From and after the expiration of the Inspection Period and until the Closing or earlier termination of this Agreement, except as otherwise set forth below:

9.1          Leasing Matters . Sellers shall not, without the written consent of Buyer, which shall be at Buyer’s sole and absolute discretion (i) effect any material change in any Lease except as provided in Section 3.5 of this Agreement, (ii) renew or extend the term of any Lease, unless the same is an extension or expansion permitted pursuant to the terms of an existing Lease, or (iii) enter into any new Lease or cancel or terminate any Lease. When seeking consent to a new or modified Lease, such Seller shall provide notice of the identity of the tenant, a term sheet or letter of intent containing material business terms (including, without limitation, rent, expense base, concessions, tenant improvement allowances, brokerage commissions, and expansion and extension options) and whatever credit and background information with respect to such tenant as Seller customarily obtains in connection with similar leases of the Property. Buyer shall be deemed to have consented to any proposed Lease or Lease modification if it has not responded to Seller within three (3) business days after receipt of such information. Seller shall deliver to Buyer copies of executed versions of any such documents within three (3) business days after the full execution and delivery thereof.

9.2          Adjustment of New Leasing Expenses . Any tenant improvement costs, rent abatements, rent concessions or commissions under Leases or renewals, or any other tenant inducement provided by a Seller to any tenant, entered into after the Effective Date in accordance with the terms of this Agreement shall be paid by such Seller prior to closing or, if not paid by Seller as of Closing, shall be credited to Buyer at Closing.

9.3          Adjustments of Leasing Expenses . Any tenant improvement costs, rent abatements, concessions or commissions under Leases or renewals, or any other tenant inducement provided by a Seller to any tenant, entered into prior to the Effective Date, whether payable prior to or after Closing, shall be such Seller’s responsibility and credited to Buyer at Closing if not paid by Seller prior to Closing. To the extent that any tenant terminates its Lease and pays a termination penalty pursuant to the terms of its Lease, the termination penalty shall be paid to Buyer and if paid to Seller prior to Closing, shall be credited to Buyer at Closing.

9.4          Termination for Default . Notwithstanding anything in this Agreement to the contrary, prior to the expiration of the Inspection Period, Sellers may cancel or terminate any Lease or commence collection, unlawful detainer or other remedial action against any tenant with Buyer’s consent, not to be unreasonably withheld, upon the occurrence of a default by the tenant under said Lease. Sellers shall deliver to Buyer copies of all default notices and correspondence delivered to or received from any of the tenants in connection with the Leases after the Effective Date of this Agreement.

9.5          Contracts . Buyer shall give notice to Cruse-Six on or before the expiration of the Inspection Period of any Contracts listed on Exhibit “C” related to the OCOM North Property which Buyer elects to continue after Closing (collectively, the “ OCOM North Assigned Contracts ”). The OCOM North Assigned Contracts shall be assigned to and assumed by Buyer at Closing and Cruse-Six shall take such steps as are reasonably necessary to terminate all Contracts other than the OCOM North Assigned Contracts. Buyer shall give notice to Cruse-Two on or before the expiration of the Inspection Period of any Contracts listed on Exhibit “C” related to the OCOM South Property which Buyer elects to continue after the Master Lease Expiration Date or the earlier termination of the Master Lease (such date, the “ Master Lease Termination Date ”) and Cruse-Two shall take such steps as are reasonably necessary to terminate all Contracts other than the OCOM South Assigned Contracts at or prior to the Master Lease Termination Date. From and after the Effective Date of this Agreement, (i) Sellers shall not enter into any new Contracts which are not terminable with thirty (30) days or less prior notice without Buyer’s consent and (ii) Sellers shall provide Buyer with copies of any new Contracts. From and after the expiration of the Inspection Period, Sellers shall not enter into any new Contracts without the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed. Buyer shall be deemed to have consented to any proposed new Contract if Buyer has not responded within three (3) Business Days after a Seller’s request for consent thereto and such Contract shall be deemed and become part of the Assigned Contracts to be assigned to Buyer at Closing or upon expiration of the Master Lease, as applicable.

9.6          No Contracting for Sale of Property . Sellers shall not enter into any contract or other written agreement for sale of the Property with any other party. Buyer shall have any and all rights and remedies available at law and equity in the event Seller does not comply with the preceding sentence, subject to the limitations set forth in Section 13.2 of this Agreement.

9.7          No Liens on Property . Sellers shall not voluntarily create any liens, easements or other conditions affecting any portion of the Property without the prior written consent of Buyer, which shall not be unreasonably withheld, conditioned or delayed.

9.8         Survival. The provisions of this Section 9 shall survive the Closing for a period of twelve (12) months.

10.          Closing; Deliveries .

10.1        Time of Closing . The Closing shall take place on the first Business Day that is twenty (20) days following the expiration of the Inspection Period (such date, the “ Closing Date ”) through an escrow closing with the Escrow Agent, unless otherwise agreed to in writing by both Sellers and Buyer; provided , that if the first Business Day is a Monday, then the Closing Date shall be the following Tuesday. As used in this Agreement, “ Business Day ” shall mean any day which is not a Saturday, Sunday or legal holiday.

10.2        Seller Deliveries . On or prior to the Closing Date, Sellers shall deliver to Escrow Agent the following ( provided , that if Buyer elects to proceed under Section 3.5 , to Closing with respect to the OCOM South Property only, all deliveries that relate to the OCOM North Property shall not be required):

10.2.1       Two (2) originals of the Master Lease, substantially in the form attached hereto as Exhibit “D” , duly executed by Cruse-Two.

10.2.2       One (1) original special warranty deed for the OCOM South Real Property from Cruse-Two (the “ OCOM South Deed ”), substantially in the form attached hereto as Exhibit “E,” duly executed and acknowledged by Cruse-Two, and one (1) original special warranty deed for the OCOM North Real Property from Cruse-Six (the “OCOM North Deed”), substantially in the form attached hereto as Exhibit “E ,” duly executed and acknowledged by Cruse-Six.

10.2.3       Two (2) originals of the bill of sale (the “ Bill of Sale ”) for the Personalty (if any) from each Seller, substantially in the form attached hereto as Exhibit “F,” duly executed by each Seller.

10.2.4       Two (2) originals of the assignment and assumption of Leases, Contracts and Security Deposits (the “ Assignment and Assumption of Leases, Contracts and Security Deposits ”) from each Seller, substantially in the form attached hereto as Exhibit “G,” duly executed by each Seller.

10.2.5       Two (2) originals of the assignment of the Intangible Property (the “ Assignment of Intangible Property ”) from each Seller, substantially in the form attached hereto as Exhibit “H,” duly executed by each Seller.

10.2.6       Two (2) originals of the Lease Amendments (as defined in Section 3.5 ), duly executed by each Seller (in its capacity as landlord under the applicable Lease) and by the applicable tenant; One (1) original of an owner's affidavit executed by each Seller as to the Property owned by such Seller sufficient for Title Company to issue, without extra charge, an owner’s policy of title insurance free of any exceptions for unfiled mechanics’ or materialmen’s liens for work performed by such Seller (but not any tenants) prior to Closing, or for rights of parties in possession other than pursuant to the Leases and the Master Lease, as applicable.

10.2.7       One (1) original of a Non-Foreign Affidavit as required by the Foreign Investors in Real Property Tax Act (“ FIRPTA ”), as amended, in the form of Exhibit “J,” duly executed by each Seller.

10.2.8       One (1) original of a certification by each Seller substantially in the form attached hereto as Exhibit “K” that all representations and warranties made by such Seller in Section 4 of this Agreement are true and correct in all material respects on the date of Closing, except as may be set forth in such certificate.

10.2.9       Keys or combinations to all locks at the OCOM North Property, to the extent in Sellers’ possession, and subject to the rights of the tenant of the OCOM North Property. Buyer hereby acknowledges and agrees that Seller shall be permitted to make the items described in this Section 10.2.9 available to Buyer at the Property in lieu of delivering them to Escrow Agent.

10.2.10     Originals of the OCOM North Lease and copies of lease files at the OCOM North Real Property, and originals of any OCOM North Assigned Contracts, in each case to the extent in Cruse-Six’s possession. Buyer hereby acknowledges and agrees that Seller shall be permitted to make the items described in this Section 10.2.10 available to Buyer at the Property in lieu of delivering them to Escrow Agent.

10.2.11     Two (2) originals of the Post-Closing Escrow Agreement, duly executed by Cruse-Two.

10.2.12     Original letter of credit with respect to obligations of Cruse-Two under Post-Closing Escrow Agreement, along with any fees associated therewith.

10.2.13     The original Estoppel Certificates and SNDAs.

10.2.14     All other instruments and documents reasonably required to effectuate this Agreement and the transactions contemplated thereby.

10.3        Buyer Deliveries . On or prior to the Closing Date, Buyer shall deliver to Escrow Agent the following ( provided , that if Buyer elects to proceed under Section 3.5 , to Closing with respect to the OCOM South Property only, all deliveries that relate to the OCOM North Property shall not be required):

10.3.1       A wire transfer of the Purchase Price in the amount required under Section 2.2 hereof (subject to the adjustments provided for in this Agreement).

10.3.2       A certification by Buyer substantially in the form attached hereto as Exhibit “K” that all representations and warranties made by Buyer in Section 5 of this Agreement are true and correct in all material respects on the date of Closing, except as may be set forth in such certificate.

10.3.3       Two (2) originals of the Master Lease, duly executed by Buyer.

10.3.4       Two (2) originals of each Bill of Sale, duly executed by Buyer.

10.3.5       Two (2) originals of each Assignment and Assumption of Leases, Contracts and Security Deposits, duly executed by Buyer.

10.3.6       Two (2) originals of each Assignment of Intangible Property, duly executed by Buyer.

10.3.7       Two (2) originals of each Lease Amendment (as defined in Section 3.5 ), duly executed by Buyer (acknowledging and agreeing to such Lease Amendment in its capacity as Master Lessor with respect to the OCOM South Lease, and as successor landlord with respect to the OCOM North Lease);

10.3.8       Two (2) originals of the Post-Closing Escrow Agreement, duly executed by Buyer.

10.3.9       All other instruments and documents reasonably required to effectuate this Agreement and the transactions contemplated thereby.

11.          Apportionments; Taxes; Expenses .

11.1        Apportionments .

11.1.1        Taxes and Operating Expenses . Because all real estate taxes, charges and assessments affecting the Property (“ Taxes ”) and all operating expenses including charges for water, electricity, sewer rental, gas, telephone, fuel oil and all other utilities (“ Operating Expenses ”) are paid directly by tenants, Buyer and Sellers acknowledge and agree that it will not be necessary to prorate Taxes or Operating Expenses as of the Closing Date.

11.1.2        Rents . All rent under the Leases received by Seller from tenants during the month of Closing shall be prorated to the date of Closing, and Buyer shall receive a credit at Closing for amounts so received that are attributable to the period or and after the Closing. Delinquent rent shall not be prorated but shall remain the property of Sellers. With respect to the OCOM South Lease, payments received from the tenant from and after the date of Closing until the Master Lease Termination Date, shall be remitted to Buyer as provided in the Master Lease. Payments received from tenants from and after the date of Closing shall be applied first to rents then due for the current period and then to amounts owed to Buyer with respect to periods following the Closing, and then to rents delinquent as of the Closing Date. Buyer shall use reasonable efforts to collect delinquent rents for the benefit of Sellers, and shall cooperate with Sellers in the collection of any delinquent amounts, but shall not be required to terminate any Leases or evict any tenants.

11.1.3        Charges under Assigned Contracts . The unpaid monetary obligations of Sellers with respect to any of the Assigned Contracts shall be prorated on a per diem basis as of the date of Closing with respect to the OCOM North Assigned Contracts, or as of the Master Lease Termination Date with respect to the OCOM South Assigned Contracts.

11.1.4        Security Deposits . The Security Deposits (together with any accrued interest thereon as may be required by law or contract) shall be transferred or credited to Buyer as of the date of Closing with respect to the OCOM North Lease or as of the Master Lease Termination Date with respect to the OCOM South Lease, and to the extent a Seller has any Security Deposits held in the form of a letter of credit, such letters of credit shall, at such Seller’s expense (to the extent not the responsibility of the tenant under the applicable Lease), be transferred to Buyer as of Closing with respect to the OCOM North Lease or as of the Master Lease Termination Date with respect to the OCOM South Lease.

11.1.5        Bankruptcy Distributions . Any portion of bankruptcy distributions (whether or not Seller has filed its proof of claim as of the date hereof) or payments pursuant to (i) settlement agreements (whether prepared by Seller’s in-house counsel or outside counsel), (ii) arrearage payment plans by letters signed by Seller or its agent, (iii) lease termination agreements, (iv) promissory notes, or (v) judgments (whether already obtained by Seller or which result from lawsuits or proceedings filed prior to the Closing with respect to the OCOM North Property or prior to the Master Lease Termination Date with respect to the OCOM South Property) providing for the payment of specified sums, either in a lump sum or in installments, in all cases which are applicable to the time period prior to the date of Closing or the Master Lease Termination Date, as applicable, but payable after the date of Closing or the Master Lease Termination Date, as applicable, and actually received by Buyer, shall be payable to Sellers.

11.1.6        Survival . The provisions of this Section 11.1 shall survive the Closing to the extent any monies may be payable pursuant to this Section 11.1 to either party subsequent to the transfer of title to the Property to Buyer.

11.2        Closing Costs . Buyer and Seller shall each pay their own legal fees related to the preparation of this Agreement and, except as otherwise provided herein, all documents required to settle the transaction contemplated hereby.  Buyer shall pay all costs associated with its investigation of the Property, including the cost of appraisals, architectural, engineering, credit and environmental reports.  Sellers shall pay:  (i) one-half (½) of Escrow Agent’s fees, costs and expenses, (ii) the base premiums for the Title Policies for the Property (excluding all charges, premiums and fees for any and all endorsements to the Title Policies)f, and (iii) all costs associated with the cure or removal of any title objections by Buyer that Sellers are obligated or agree to remove or cure (“ Curative Costs ”).  Buyer shall pay:  (i) one-half (½) of Escrow Agent’s fees, costs and expenses, (ii) the cost of the Survey, (iii) all charges, premiums and fees for any and all endorsements to the Title Policy other than Curative Costs and for any lender’s policies of title insurance on the Property, and (iv) all transfer taxes and recording fees for the OCOM North Deed and the OCOM South Deed, and all mortgage taxes and recording fees for Buyer’s loan-related documents, if any.  All Closing costs not described above shall be borne by Seller and Buyer, respectively, in the matter customarily borne by sellers and buyers, respectively, of real property in the county in which the Real Property is located

12.          Damage or Destruction; Condemnation; Insurance . If at any time prior to the date of Closing there is damage or destruction to the Property, the cost for repair of which exceeds Five Hundred Thousand Dollars ($500,000) and the Property cannot be restored to its original condition prior to Closing, or if more than five percent (5%) of the rentable area of any Building is condemned or taken by eminent domain proceedings by any public authority, then, at Buyer’s option, this Agreement shall terminate, and the Deposit shall be returned to Buyer, and except as expressly set forth herein, neither party shall have any further liability or obligation to the other hereunder.

If there is any damage or destruction or condemnation or taking, regardless of the cost of any repair, and if Buyer elects not to terminate this Agreement as herein provided (to the extent Buyer is entitled to do so), then (1) in the case of a taking, all condemnation proceeds paid or payable to the Seller whose Property was taken shall belong to Buyer and shall be paid over and assigned to Buyer at Closing, and the Seller whose Property was taken shall be paid at Closing for the reasonable expenses incurred by such Seller in connection with such taking; and (2) in the case of a casualty, the Seller whose Property was damaged or destroyed shall assign to Buyer all rights to any insurance proceeds paid or payable to such Seller under the applicable insurance policies, less any costs of collection and any sums expended in restoration, and such Seller’s deductible (if any) shall be a credit to Buyer against the Purchase Price allocable to such Seller’s Property, and the parties shall proceed with the Closing without any reduction in the Purchase Price payable to such Seller.

13.          Remedies .

13.1        Buyer Default . In the event Buyer breaches or fails to complete the purchase of the Property or to perform its obligations under this Agreement and such failure continues for five (5) business days following receipt of written notice regarding same (other than the failure of Buyer to deliver “Buyer’s Deliveries” pursuant to Section 10.3 hereunder, for which there shall be no grace or cure period), then Sellers shall, as their exclusive remedy therefor, be entitled to receive the Deposit, plus all interest earned and accrued thereon, as liquidated damages (and not as a penalty) in lieu of, and as full compensation for, all other rights or claims of Sellers against Buyer by reason of such default. Thereupon this Agreement shall terminate and the parties shall be relieved of all further obligations and liabilities hereunder, except as expressly set forth herein. Buyer and Sellers acknowledge that the damages to Sellers resulting from Buyer’s breach would be difficult, if not impossible, to ascertain with any accuracy, and that the liquidated damage amount set forth in this Section represents the parties’ best efforts to approximate such potential damages.

13.2        Seller Default . If the sale of the Property is not consummated due to a breach or default under this Agreement solely on the part of either Seller and such failure continues for five (5) business days following receipt of written notice regarding same (other than the failure of Sellers to deliver “Seller Deliveries” pursuant to Section 10.2 hereunder, for which there shall be no grace or cure period), then Buyer may, in its sole and absolute discretion, either (a) terminate this Agreement by giving written notice of such election to Sellers and Escrow Agent, in which event the Deposit shall be refunded and returned forthwith to Buyer and Sellers shall reimburse Buyer for all title, escrow, legal and inspection fees and any other actual, out-of-pocket expenses incurred by Buyer in connection with the performance of its due diligence review of the Property, including, without limitation, environmental and engineering consultants’ fees and the fees incurred in connection with the preparation and negotiation of this Agreement, in an amount not to exceed $75,000, or (b) pursue an action for specific performance of Sellers’ obligations under this Agreement, in which event Buyer will have no right to seek damages against Sellers, except as provided in Section 18.1 .

14.          Possession . Possession of the Property shall be tendered to Buyer at Closing, subject to the rights of Cruse-Two under the Master Lease and the rights of tenants under the Leases and to the other matters permitted pursuant to this Agreement.

15.          Notices . All notices and other communications provided for herein shall be in writing and shall be sent to the address set forth below (or such other address as a party may hereafter designate for itself by notice to the other parties as required hereby) of the party for whom such notice or communication is intended:

15.1       If to Buyer:

Global Medical REIT Inc.

4800 Montgomery Lane, Suite 450

Bethesda, Maryland 20814

With a copy to:

If to Sellers:

Cruse-Two, L.L.C.

Cruse-Six, L.L.C.

P.O. Box 890396

Oklahoma City OK 73189-0396

Attention:          Anthony L. Cruse, D.O.

E-mail:                tcruse@southwestortho.com

With a copy to:

McAfee & Taft

Tenth Floor, Two Leadership Square

211 N. Robinson Avenue

Oklahoma City OK 73102

Attention:          Myrna S. Latham and H. Cole Marshall

E-mail:               myrna.latham@mcafeetaft.com ;

     cole.marshall@mcafeetaft.com

Phone:                (405) 552-2278

Any such notice or communication shall be sufficient if sent by registered or certified mail, return receipt requested, postage prepaid; by hand delivery; by overnight courier service; or by e-mail (provided that such e-mail delivery is confirmed by the sender, by delivery service or by mail in the manner previously described within 24 hours after such transmission is sent). Any such notice or communication shall be effective when delivered or when delivery is refused.

16.          Brokers . Buyer and Sellers each represent to the other that it has not dealt with any broker or agent in connection with this transaction other than Clinton Parker and Marc Flynn of Brown Gibbons Lang & Company, to whom Sellers and Buyer shall each pay a portion of the commission in amounts mutually agreed by Sellers and Buyer pursuant to a separate agreement if, as and when the Closing and funding occur, but not otherwise. Each party hereby indemnifies and holds harmless the other party from all loss, cost and expense (including reasonable attorneys’ fees) arising out of a breach of its representation or undertaking set forth in this Section 16 . The provisions of this Section 16 shall survive Closing or the termination of this Agreement without limit.

17.          Escrow Agent . Escrow Agent shall hold the Deposit in accordance with the terms and provisions of this Agreement, subject to the following:

17.1        Obligations . Escrow Agent undertakes to perform only such duties as are expressly set forth in this Agreement and no implied duties or obligations shall be read into this Agreement against Escrow Agent.

17.2        Reliance . Escrow Agent may act in reliance upon any writing or instrument or signature which it, in good faith, believes, and any statement or assertion contained in such writing or instrument, and may assume that any person purporting to give any writing, notice, advice or instrument in connection with the provisions of this Agreement has been duly authorized to do so. Escrow Agent shall not be liable in any manner for the sufficiency or correctness as to form, manner and execution, or validity of any instrument deposited in escrow, nor as to the identity, authority, or right of any person executing the same, and Escrow Agent’s duties under this Agreement shall be limited to those provided in this Agreement. Upon receipt by Escrow Agent from either Buyer or Seller of any notice or request (the “ Escrow Demand ”) to perform any act or disburse any portion of the monies held by Escrow Agent under the terms of this Agreement, Escrow Agent shall give written notice to the other party (the “ Notified Party ”). If within seven (7) days after the giving of such notice, Escrow Agent does not receive any written objection to the Escrow Demand from the Notified Party, Escrow Agent shall comply with the Escrow Demand. If Escrow Agent does receive written objection from the Notified Party in a timely manner, Escrow Agent shall take no further action until the dispute between the parties has been resolved.

17.3        Indemnification . Unless Escrow Agent discharges any of its duties under this Agreement in a negligent manner or is guilty of willful misconduct with regard to its duties under this Agreement, Seller and Buyer shall indemnify Escrow Agent and hold it harmless from any and all claims, liabilities, losses, actions, suits or proceedings at law or in equity, or other expenses, fees, or charges of any character or nature, which it may incur or with which it may be threatened by reason of its acting as Escrow Agent under this Agreement; and in such connection Seller and Buyer shall indemnify Escrow Agent against any and all expenses including reasonable attorneys’ fees and the cost of defending any action, suit or proceeding or resisting any claim in such capacity.

17.4        Disputes . If the parties (including Escrow Agent) shall be in disagreement about the interpretation of this Agreement, or about their respective rights and obligations, or the propriety of any action contemplated by Escrow Agent, or the application of the Deposit, Escrow Agent shall hold the Deposit until the receipt of written instructions from both Buyer and Seller or a final order of a court of competent jurisdiction. Escrow Agent shall be indemnified for all costs and reasonable attorneys’ fees in its capacity as Escrow Agent in connection with any such interpleader action and shall be fully protected in suspending all or part of its activities under this Agreement until a final judgment in the interpleader action is received.

17.5        Counsel . Escrow Agent may consult with counsel of its own choice and have full and complete authorization and protection in accordance with the opinion of such counsel. Escrow Agent shall otherwise not be liable for any mistakes of fact or errors of judgment, or for any acts or omissions of any kind, unless caused by its negligence or willful misconduct.

18.          Indemnification .

18.1        Seller’s Indemnification . From and after the Closing, each Seller shall reimburse, indemnify, defend and hold harmless Buyer and Buyer’s employees, agents, representatives, contractors and invitees (the “ Buyer Indemnified Parties ”) from and against any and all damage, loss or liability resulting from: (a)  such Seller’s default in the performance of any representation, warranty, covenant and/or any other obligation to be performed by such Seller under this Agreement, and (b) such Seller’s failure to pay any expenses that it is required to pay under this Agreement.

18.2        Buyer’s Indemnification . From and after Closing, Buyer shall reimburse, indemnify, defend and hold each Seller and such Seller’s employees, agents, representatives, members, managers, contractors and invitees (the “ Seller Indemnified Parties ”) harmless from and against any and all damage, loss or liability resulting from: (a) any non-contractual claims of third-parties relating to the use, operation or ownership of the Property from and after the Closing, (b) breaches by Buyer on or after Closing of its obligations under any Assigned Contract and (c) Buyer’s failure to pay the expenses required under this Agreement.

18.3        Definition of Exist . For purposes of this Section 18 , an obligation shall be deemed to “exist” as of the Closing if it relates to an event which occurred prior to the Closing even if it is not asserted until after the Closing. The terms of the indemnities set forth above shall survive the Closing for a period of one (1) year.

18.4        Indemnification Procedure .

18.4.1       If a party desires to make a claim against the other party in connection with any Losses for which such claiming party may seek indemnification under this Agreement (a “ Claim ”), the party entitled to indemnification (the “ Indemnified Party ”) shall promptly notify the other party (the “ Indemnifying Party ”) of such Claim and the amount and circumstances surrounding it. Upon receipt of such notice from the Indemnified Party, the Indemnifying Party shall be entitled, at its election, to assume or participate in the defense of such Claim. Counsel to the Indemnifying Party shall be reasonably acceptable to the Indemnified Party. In any case in which the Indemnifying Party assumes the defense of the Claim, the Indemnifying Party shall give the Indemnified Party ten (10) calendar days notice prior to executing any settlement agreement and the Indemnified Party shall have the right to approve or reject the settlement and related expenses; provided, however, that upon rejection of any settlement and related expenses, the Indemnified Party shall assume control of the defense of such Claim and the liability of Indemnifying Party with respect to such Claim shall be limited to the amount or the monetary equivalent of the rejected settlement and related expenses.

18.4.2       The Indemnified Party shall retain the right to employ its own counsel and to discuss matters with the Indemnifying Party related to the defense of any Claim, the defense of which has been assumed by the Indemnifying Party pursuant to Section 18.4.1 of this Agreement, but the Indemnified Party shall bear and shall be solely responsible for its own costs and expenses in connection with such participation; provided, however, that all decisions of the Indemnifying Party shall be final and that Indemnified Party shall cooperate with the Indemnifying Party in all respects in the defense of the Claim, including refraining from taking any position adverse to the Indemnifying Party.

18.4.3       If the Indemnifying Party fails to give notice of the assumption of the defense of any Claim within a reasonable time period not to exceed forty-five (45) days after receipt of notice thereof from the Indemnified Party, the Indemnifying Party shall no longer be entitled to assume (but shall continue to be entitled to participate in) such defense. The Indemnified Party may, at its option, continue to defend such Claim and, in such event, the Indemnifying Party shall indemnify the Indemnified Party for all reasonable fees and expenses in connection therewith. The Indemnifying Party shall be entitled to participate at its own expense and with its own counsel in the defense of any Claim the defense of which it does not assume. Prior to effectuating any settlement of such Claim, the Indemnified Party shall furnish the Indemnifying Party with written notice of any proposed settlement in sufficient time to allow the Indemnifying Party to act thereon. Within fifteen (15) days after the giving of such notice, the Indemnified Party shall be permitted to effect such settlement unless the Indemnifying Party (a) reimburses the Indemnified Party in accordance with the terms of this Section 18 for all reasonable fees and expenses incurred by the Indemnified Party in connection with such Claim; (b) assumes the defense of such Claim; and (c) takes such other actions as the Indemnified Party may reasonably request as assurance of the Indemnifying Party’s ability to fulfill its obligations under this Section 18 in connection with such Claim.

18.4.4        Definition of Losses . For purposes of this Agreement, “Losses” shall mean all actual liabilities, losses, costs, damages, penalties, assessments, demands, claims, causes of action, including, without limitation, reasonable attorneys’, accountants’ and consultants’ fees and expenses and court costs, excluding any special, incidental, exemplary, punitive, or consequential damages.

18.4.5        Limitation of Claims . Notwithstanding anything in this Agreement to the contrary, a Seller shall not be liable for any Losses arising out of or based upon a breach or alleged breach of the representations and warranties of such Seller in Section 4, unless all such Losses exceed $50,000 in the aggregate (the “ Basket ”) (and such Seller’s indemnity hereunder shall extend only to the portion of such Losses exceeding in the aggregate $50,000), and the aggregate amount of all such Losses shall not exceed $1,000,000 (the “ Cap ”), provided that the Basket and the Cap shall not be applicable to Losses relating to, arising out of or resulting from any fraudulent misrepresentation by a Seller hereunder. In addition, notwithstanding anything in this Agreement to the contrary, Sellers shall not be liable following the Closing for any indemnification obligations hereunder based on a breach of the representations and warranties in Section 4 if (X) Sellers did not have knowledge, prior to the Closing, of the facts constituting such breach, and (Y) Buyer had actual knowledge of such breach prior to Closing. If any party discovers, prior to Closing, that any representation or warranty of the other party is false, misleading or inaccurate in any material respect, and if the discovering party elects to proceed to Closing, such party cannot later bring a claim against the other as to such discovered matter.

18.4.6        Exclusive Right for Damages . Sellers and Buyer agree that if a Seller breaches its representations and warranties in Section 4 of this Agreement or the covenants and agreements of such Seller contained in this Agreement, Buyer’s sole and exclusive right to recover damages for such breach shall be to be indemnified for its Losses, not to exceed the Cap, in accordance with the procedures set forth in this Section 18.4 and Buyer shall have no right to sue Seller for any damages in excess of the Cap, or ask for any other monetary relief against Seller, except that Buyer shall have the right to recover its actual third party out of pocket expenses in an amount not to exceed $75,000 as provided in Section 13.2 of this Agreement.

19.          Miscellaneous .

19.1        Assignability . Sellers shall not assign any of their respective right, title, claim or interest in, to or under this Agreement. Buyer may assign any or all of its rights and obligations under this Agreement to any entity resulting from a merger or consolidation with Buyer or any organization purchasing substantially all of Buyer’s assets, (ii) any entity succeeding to substantially all of the business and assets of Buyer, (iii) any subsidiary, affiliate or parent of Buyer, (iv) any entity controlling, controlled by or under common control with Buyer or (v) any entity resulting from the reorganization of Buyer outside of a bankruptcy reorganization. In such event, Buyer shall provide written notification to Sellers of such transfer on or before the date that is five (5) days prior to Closing. For purposes of this Agreement, “control” shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership or voting securities, by contract, or otherwise. Except as set forth above in this Section 19.1 , Buyer shall have no right to assign this Agreement or any of Buyer’s rights or obligations hereunder without the prior written consent of Sellers (which shall not be unreasonably withheld). No assignment of this Agreement by Buyer shall relieve the entity named as Buyer herein from its obligations hereunder.

19.2        Governing Law; Bind and Inure . This Agreement shall be governed by the law of the State of Oklahoma without regard to its conflicts of laws principles and shall bind and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors, assigns and personal representatives.

19.3        Recording . Neither this Agreement nor any notice or memorandum hereof shall be recorded in any public land record. A violation of this prohibition shall constitute a material breach entitling the non-breaching party to terminate this Agreement.

19.4        Time of the Essence . Time is of the essence of this Agreement.

19.5        Further Assurances . Each party will, whenever and as often as it shall be requested to do so by the other party, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered any and all such further conveyances, assignments, approvals, consents and any and all other documents and do any and all other acts as may be necessary to carry out the intent and purpose of this Agreement. The provisions of this Section 19.5 shall survive the Closing.

19.6        Exclusivity . Until the Closing Date or the date that this Agreement is terminated, Sellers shall not enter into any contract, or enter into or continue any negotiations, to sell the Property to any person or entity other than Buyer, nor will Sellers solicit proposals from, or furnish any non-public information to, any person or entity other than Sellers’ agents, attorneys and lenders and Buyer regarding the possible sale of the Property.

19.7        Non-Solicitation . For the period beginning on the Closing Date and ending on the fifth (5th) anniversary of the Closing Date, Sellers covenant and agree that it shall not, nor shall it permit any of its Affiliates, or its successors and assigns, directly or indirectly, to call on or solicit any tenant of the Property for the purpose of leasing space to such tenant at another property managed, operated or otherwise controlled by Sellers or its Affiliates. The parties acknowledge that the restrictions on solicitation set forth in the preceding sentence are reasonable in scope and are essential to the protection of the legitimate business interests of Buyer. The parties further acknowledge and agree that since a remedy at law for any breach or attempted breach of the provisions of this Section 19.7 would be inadequate, Buyer shall be entitled to preliminary or permanent injunctive relief for any violation of this Section 19.7 , in addition to any other rights and remedies available to Buyer hereunder, at law or in equity. Notwithstanding the foregoing, if the restrictions on solicitation in this Section 19.7 are judged unreasonable by any court of competent jurisdiction, the parties agree to the reformation of such restriction(s) by the court to limits which may reasonably grant Buyer the maximum protection permitted by applicable law in such circumstances. For the purposes of this Section, the term (a) “Affiliate” means any corporation, limited liability company, partnership, joint venture or other entity, regardless of how organized or identified, which is directly or indirectly controlled by a Seller, and (b) “control” means, when used with respect to any person, the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such person, whether through the ownership of voting securities, by contract, or otherwise, and the terms “controlling” and “controlled” have correlative meanings. The provisions of this Section shall survive the Closing.

19.8        Headings . The headings preceding the text of the paragraphs and subparagraphs hereof are inserted solely for convenience of reference and shall not constitute a part of this Agreement, nor shall they affect its meaning, construction or effect.

19.9        Counterparts . This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

19.10      Exhibits . All Exhibits which are referred to herein and which are attached hereto or bound separately and initialed by the parties are expressly made and constitute a part of this Agreement.

19.11      Use of Proceeds to Clear Title . To enable Sellers to make conveyance as herein provided, Sellers shall, at the time of Closing, direct the Escrow Agent to use the Purchase Price or any portion thereof to clear the title of any or all Monetary Liens, provided that provision reasonably satisfactory to Buyer’s attorney is made for prompt recording of all instruments so procured in accordance with conveyancing practice in the jurisdiction in which the Property is located.

19.12      Submission not an Offer or Option . The submission of this Agreement or a summary of some or all of its provisions for examination or negotiation by Buyer or Seller does not constitute an offer by Sellers or Buyer to enter into an agreement to sell or purchase the Property, and neither party shall be bound to the other with respect to any such purchase and sale until a definitive agreement satisfactory to Buyer and Seller in their sole discretion is executed and delivered by both Sellers and Buyer.

19.13      Entire Agreement; Amendments . This Agreement and the Exhibits and Schedules hereto set forth all of the promises, covenants, agreements, conditions and undertakings between the parties hereto with respect to the subject matter hereof, and supersede all prior and contemporaneous agreements and understandings, inducements or conditions, express or implied, oral or written, except as contained herein. This Agreement may not be changed orally but only by an agreement in writing, duly executed by or on behalf of the party or parties against whom enforcement of any waiver, change, modification, consent or discharge is sought.

19.14      Counterparts; Electronic Signatures . This Agreement may be executed and delivered in any number of counterparts, each of which so executed and delivered shall be deemed to be an original and all of which shall constitute one and the same instrument. Facsimile and electronically transmitted signatures shall for all purposes be treated as originals.

19.15      Attorneys’ Fees . In the event of any litigation arising out of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees and costs.

19.16      Waiver of Jury Trial . Each party to this Agreement hereby expressly AND IRREVOCABLY waives any right to trial by jury of any claim, demand, action or cause of action (each, an “Action”) (a) arising out of this Agreement, including any present or future amendment thereof or (b) in any way connected with or related or incidental to the dealings of the parties or any of them with respect to this Agreement (as hereafter amended) or any other instrument, document or agreement executed or delivered in connection herewith, or the transactions related hereto or thereto, in each case whether such Action is now existing or hereafter arising, and whether sounding in contract or tort or otherwise and regardless of which party asserts such Action; and each party hereby agrees and consents that any such Action shall be decided by court trial without a jury, and that any party to this Agreement may file an original counterpart or a copy of this Section 19.16 with any court as written evidence of the consent of the parties to the waiver of any right they might otherwise have to trial by jury. THIS WAIVER IS GIVEN KNOWINGLY AND VOLUNTARILY AFTER CONSULTATION WITH COUNSEL.

19.17      No Waiver . No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver, nor shall a waiver in any instance constitute a waiver in any subsequent instance. No waiver shall be binding unless executed in writing by the party making the waiver.

19.18      Rules of Construction . Article and Section captions used in this Agreement are for convenience only and shall not affect the construction of this Agreement. All references to “Article” or “Sections” without reference to a document other than this Agreement, are intended to designate articles and sections of this Agreement, and the words “herein,” “hereof,” “hereunder,” and other words of similar import refer to this Agreement as a whole and not to any particular Article or Section, unless specifically designated otherwise. The use of the term “including” shall mean in all cases “including but not limited to,” unless specifically designated otherwise. No rules of construction against the drafter of this Agreement shall apply in any interpretation or enforcement of this Agreement, any documents or certificates executed pursuant hereto, or any provisions of any of the foregoing.

19.19       Confidentiality . Neither Party shall make public disclosure with respect to this transaction either before or after Closing except:

(a)          as may be required by law, including without limitation disclosure required under Freedom of Information Act (“ FOIA ”) request, securities laws, or by the Securities and Exchange Commission, or by the rules of any stock exchange, or in connection with any filing or registration;

(b)         to such attorneys, accountants, present or prospective sources of financing, partners, directors, officers, employees and representatives of either Party or of such Party’s advisors who need to know such information for the purpose of evaluating and consummating the transaction, including the financing of the transaction;

(c)          to the extent that such information is a matter of public record; and

(d)         Buyer may issue a press release (the “ Press Release ”) upon full execution of this Agreement by all parties announcing the transactions proposed herein including the purchase price provided that the Press Release may be reviewed by Sellers in writing prior to its release, and Buyer shall not issue the Press Release without incorporation of Sellers’ reasonable comments thereto; or as may be permitted specifically by the terms of this Agreement.

[Signature Page Follows]

Signature Page to

Purchase Agreement

IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of the date first above written.

CONSENT OF ESCROW AGENT

The undersigned Escrow Agent hereby agrees to (i) accept the foregoing Agreement, (ii) be Escrow Agent under said Agreement and (iii) be bound by said Agreement in the performance of its duties as Escrow Agent; provided, however , the undersigned shall have no obligations, liability or responsibility under (i) this Consent or otherwise unless and until said Agreement, fully signed by the parties, has been delivered to the undersigned or (ii) any amendment to said Agreement unless and until the same shall be accepted by the undersigned in writing.

List of Exhibits

Exhibit “A”        Description of Land

Exhibit “B”        List of Leases

Exhibit “C”        List of Contracts

Exhibit “D”        Form of New Master Lease

Exhibit “E”        Form of Deed

Exhibit “F”        Form of Bill of Sale

Exhibit “G”        Form of Assignment and Assumption of Leases, Contracts and Security Deposits

Exhibit “H”        Form of Assignment of Intangible Property

Exhibit “I”          Intentionally Deleted

Exhibit “J”         Form of Non-Foreign Affidavit

Exhibit “K”        Form of Certificate of Representations and Warranties

Exhibit “L”        Property Information

Exhibit “M”       Post-Closing Escrow Agreement

Exhibit “N”        Form of Tenant Estoppel Certificate

Exhibit “O”        Form of Subordination, Non-Disturbance and Attornment Agreement

EXHIBIT A

Description of the Land

EXHIBIT B

List of Leases

EXHIBIT C

List of Contracts

NONE

EXHIBIT D

FORM OF NEW MASTER LEASE

[ See attached ]

EXHIBIT “E”

FORM OF DEED

SPECIAL WARRANTY DEED

[___________________________] (“ Grantor ”), for valuable consideration, the receipt of which is acknowledged, does hereby grant, bargain, sell, and convey unto [____________________________________] (“ Grantee ”), whose mailing address is [_____________________________],the real estate described on Exhibit A , together with all the improvements and appurtenances (the “Property”), and warrants the title to the Property to be free, clear, and discharged of and from all former grants, claims, charges, taxes, judgments, mortgages, and other liens or encumbrances of any nature granted by, through, or under Grantor, but not otherwise, and further subject to, and excepting and excluding from such warranty, all interests in oil, gas, casinghead gas, distillate, coal, metallic ores, and other minerals therein, thereon, or thereunder previously reserved or conveyed, and those matters set forth on Exhibit B .

To have and to hold the Property unto Grantee, and Grantee’s successors and assigns forever.

Executed as of the ____ day of ___________________, 2017.

This instrument was acknowledged before me on __________________, 2017, by __________________________, as Manager of ______________________, an Oklahoma limited liability company.

ATTACH:

Exhibit A          Real Property Description

Exhibit B          Permitted Exceptions

EXHIBIT “F”

FORM OF BILL OF SALE

[____________________ LLC, an Oklahoma limited liability company (“ Seller ”), for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, hereby grants, bargains, sells, transfers and delivers to [________________], a [______________] (“ Buyer ”), effective as of __________________, 2017 (the “Conveyance Date”), all of the fixtures, equipment, furniture, furnishings, appliances, supplies and other personal property of every nature and description attached or pertaining to, or otherwise used in connection with the real property described on Exhibit A (the “ Real Property ”) attached hereto and located within the Real Property (collectively, the “ Personal Property ”), but specifically excluding from the Personal Property any accounting software or related items, all property leased by Seller or owned by tenants or others, if any, to have and to hold the Personal Property unto Buyer, its successors and assigns, forever.

Seller grants, bargains, sells, transfers and delivers the Personal Property in its “AS IS” condition, WITH ALL FAULTS, IF ANY, and makes no representations or warranties, direct or indirect, oral or written, express or implied, as to title, encumbrances and liens, merchantability, condition or fitness for a particular purpose or any other warranty of any kind, all of which representations and warranties are expressly hereby disclaimed and denied.

[ Include in Cruse-Two Bill of Sale : Buyer, as master landlord, and Seller, as master tenant, are parties to that certain Master Lease Agreement dated as of _____________________ ____, 2017 (the “Master Lease”), wherein Buyer has leased the Real Property and the Personal Property back to Seller for a period of time beginning on the Conveyance Date and ending on February 28, 2022, on the terms and conditions set forth in the Master Lease.]

Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Purchase Agreement.

[ Signatures appear on following page ]

Exhibit 10.2  

Exhibit 10.3  

Exhibit 10.4

MASTER LEASE AGREEMENT

( OCOM Hospital and OCOM Physical Therapy )

by and between

GMR OKLAHOMA CITY, LLC,
a Delaware limited liability company,
as Landlord

and

CRUSE-TWO, L.L.C.,
an Oklahoma limited liability company,
as Tenant

dated as of

__________________, 2017

8100 South Walker Avenue, Buildings B and C
Oklahoma City, Oklahoma 73139

TABLE OF CONTENTS

Article I.
LEASE DEFINITIONS AND SUMMARY

Article II.
PREMISES

2.1            The Premises .   Landlord hereby leases the Premises to Tenant and Tenant hereby leases the Premises from Landlord, for the Term and upon the agreements, terms and conditions of this Lease. The Premises is depicted on Exhibit “A,” which is attached hereto and incorporated herein by this reference. The Premises has the address and contains the square footage specified in Article I above; provided, however , that any statement of square footage set forth in this Lease, or that may have been used in calculating any of the economic terms hereof, is an approximation which Landlord and Tenant agree is reasonable, no economic terms based thereon shall be subject to revision whether or not the actual square footage is more or less.

The Premises shall be leased by Tenant in “As Is,” “Where Is” and “With all Faults” condition and without any representation, express or implied warranty of any kind or nature as to the condition, use or occupancy which may be made thereof and without any improvements or alterations by Landlord. Prior to the Commencement Date, Landlord caused a property condition assessment to be performed by a professional commercial property inspector for the Premises (the “ Assessment Report ”), which sets forth the results of such assessment and the inspector’s recommended repairs and maintenance to the Premises, if any. A copy of the Assessment Report, which has been accepted by Landlord and Tenant, is attached as Exhibit “B” to this Lease. Landlord and Tenant acknowledge that the Assessment Report serves as conclusive evidence of the condition of the Premises as of the Commencement Date of this Lease.

No rights to any view or to light or air over any property, whether belonging to Landlord or any other person, are granted to Tenant by this Lease. If at any time any windows of the Premises are temporarily darkened or the light or view therefrom is obstructed, the same shall be without liability to Landlord and without any reduction or diminution of Tenant’s obligations under this Lease.

Tenant hereby waives and disclaims any objection to, cause of action based upon, or claim that its obligations hereunder should be reduced or limited because of the condition of the Premises, the Building or the Project or the suitability of same for Tenant’s purposes. Furthermore, Tenant expressly warrants and represents that Tenant has relied solely on its own investigation and inspection of the Premises, the Building and the Project in its decision to enter into this Lease and let the Premises, and the continuing possession of the Premises by Tenant conclusively establishes that the Premises, the Building and the Project were in good and satisfactory condition for the use intended by Tenant as of the Commencement Date.

2.2            Landlord Reservation of Rights .   Landlord shall have no obligation, but hereby reserves the right, from time to time to install, use, maintain, repair, relocate and replace pipes, ducts, conduits, wires, and appurtenant meters and equipment for service to the Premises or to other parts of the Building which are above the ceiling surfaces, below the floor surfaces, within the walls and in the central core areas of the Building which are located within the Premises or located elsewhere in the Building. In connection with any of the foregoing activities of Landlord, Landlord shall use reasonable efforts while conducting such activities to minimize any interference with Tenant’s use of the Premises.

2.3            OCOM Sublease .   The parties hereto acknowledge and agree that the OCOM Sublease is an absolute Triple Net Lease and that Tenant, as “Landlord” thereunder, contemplates that Subtenant is responsible thereunder for property taxes, insurance, and utilities, and furnishing all trade fixtures, equipment, furnishings, and expendables required by Subtenant in connection with its business and occupancy of the Premises as well as for all maintenance, cleaning, repairs, renovations, retrofitting, replacement and preservation of the Premises which are required to maintain the Premises in same order, condition and repair as of the Possession Date  (the “ Possession Date Condition ”), as confirmed by the Assessment Report attached as Exhibit “B” to this Lease. Accordingly, notwithstanding anything herein to the contrary, the parties intend to the fullest extent possible that (a) such obligations shall be the obligations of Subtenant, and not the obligations of Tenant, (b) to the extent any such obligations are imposed on Tenant under this Lease, such obligations shall be coextensive with (and shall not exceed) Subtenant’s obligations under the OCOM Sublease, and Subtenant’s performance of such obligations under the OCOM Sublease shall satisfy Tenant’s obligations under this Lease, and (c) if Subtenant fails to perform such obligations under the OCOM Sublease, such failure shall not constitute a default by Tenant under this Lease and Landlord’s remedy shall be to reasonably direct Tenant to exercise on behalf of Landlord the rights and remedies to which Tenant, as “Landlord,” is entitled under the OCOM Sublease as provided in this Section; provided , that in clarification of the foregoing, (i) nothing in this Lease is intended to limit or excuse Subtenant from performing any obligations under the OCOM Sublease, and (ii) Subtenant’s failure to perform any obligations under the OCOM Sublease shall not excuse Tenant from its obligations to pay Additional Monthly Minimum Rent under this Lease.

Promptly upon becoming aware of facts or circumstances arising due to a noncompliance with the OCOM Sublease by Subtenant (a “ Subtenant Default ”), each of Landlord and Tenant shall promptly provide written notice to the other party of the Subtenant Default. Tenant, as sublandlord under the OCOM Sublease, shall take such action in response to a Subtenant Default as reasonably directed by Landlord; provided however, Landlord and Tenant shall reasonably cooperate with one another in coordinating the response to a Subtenant Default. Landlord and Tenant acknowledge and agree that Landlord shall have the right to reasonably direct the exercise of rights and performance of obligations of Tenant as sublandlord under the OCOM Sublease; provided however, Landlord shall indemnify, defend, and hold Tenant harmless from and against any liabilities incurred by Tenant arising, whether directly or indirectly, from Tenant taking action or inaction as sublandlord under the OCOM Sublease to the extent directed by Landlord in accordance with this Section.

2.4            Parking

(a)           Parking Rights .   Provided that Tenant shall not then be in Default under the terms and conditions of the Lease, Tenant shall have a license to use for the parking of standard size passenger automobiles, pick-up trucks, vans and sport utility vehicles all surface parking spaces at the Premises, including the number of non-exclusive and undesignated parking spaces, if any, set forth in the Basic Lease Information in the Parking Areas; provided, however , that Landlord shall not be required to enforce Tenant’s right to use such parking spaces; and, provided further, that the number of parking spaces allocated to Tenant hereunder shall be reduced on a proportionate basis in the event any of the parking spaces in the Parking Areas are taken or otherwise eliminated as a result of any Condemnation (as hereinafter defined) or casualty event affecting such Parking Areas or any modifications made by Landlord to such Parking Areas. All unreserved spaces will be on a first-come, first-served basis in common with other tenants of and visitors, clients and/or customers (collectively, “ Visitors ”) to the Building in parking spaces provided by Landlord from time to time in the Parking Areas. In the event Tenant is granted the use of exclusive and designated parking spaces, as indicated in the Basic Lease Information, then such spaces shall be located in the area(s) designated by Landlord from time to time.

(b)           Indemnification; Waiver .   The license granted hereunder is for self-service parking only and does not include additional rights or services. Neither Landlord nor its Agents shall be liable for: (i) loss or damage to any vehicle or other personal property parked or located upon or within such parking spaces or any Parking Areas whether pursuant to this license or otherwise and whether caused by fire, theft, explosion, strikes, riots or any other cause whatsoever; or (ii) injury to or death of any person in, on, about or around such parking spaces or any Parking Areas or any vehicles parking therein or in proximity thereto whether caused by fire, theft, assault, explosion, riot or any other cause whatsoever, and Tenant hereby waives any claim for or in respect to the above and against all Claims arising out of loss or damage to property or injury to or death of persons, or both, relating to any of the foregoing, and Tenant hereby agrees to indemnify, defend and hold Landlord harmless from and against all Claims which Landlord may incur in connection with or arising out of Tenant’s or its Visitors’ use of the Parking Areas pursuant to this Lease. Tenant shall not assign any of its rights hereunder and in the event an attempted assignment is made, it shall be void.

(c)           Governmental Fees .   In the event any tax, surcharge or regulatory fee is at any time imposed by any governmental authority upon or with respect to parking or vehicles parking in the parking spaces referred to herein, Tenant shall cause Subtenant to pay such tax, surcharge or regulatory fee as Additional Rent under this Lease, such payments to be made in advance and from time to time as required by Landlord (except that they shall be paid monthly with Additional Minimum Monthly Rent payments if permitted by such governmental authority).

(d)           Risk; No Bailment .   All motor vehicles (including all contents thereof) shall be parked in the spaces at the sole risk of Tenant, its employees, agents, invitees and licensees, it being expressly agreed and understood that Landlord has no duty to insure any of said motor vehicles (including the contents thereof), and that Landlord is not responsible for the protection and security of such vehicles. Landlord shall have no liability whatsoever for any property damage or personal injury which might occur as a result of or in connection with the parking and use of motor vehicles in any of the parking spaces, and Tenant hereby agrees to defend Landlord and reimburse Landlord for any and all costs, claims, expenses, or causes of action which Landlord may incur in connection with or arising out of Tenant’s use of the parking spaces pursuant to this Lease. It is further agreed that this Article shall not be deemed to create a bailment between the parties hereto, it being expressly agreed and understood that the only relationship created between Landlord and Tenant hereby with respect to the parking spaces is that of licensor and licensee, respectively.

Article III.
TERM AND COMMENCEMENT DATE

3.1            Term .   The term of this Lease (the “ Term ”) shall commence on the Commencement Date as set forth in Article I of this Lease (the “ Commencement Date ”) and shall terminate on the Expiration Date as set forth in Article I of this Lease (the “ Expiration Date ”), unless terminated earlier as provided in this Lease. Upon the Expiration Date of this Lease, or upon Tenant’s payment in full of all monetary obligations under this Lease, (1) this Lease shall terminate, and (2) Tenant shall assign, and Landlord shall assume, Tenant’s interest as “Landlord” under the OCOM Sublease, which shall thereafter continue in effect pursuant to its terms and conditions. If the OCOM Sublease terminates prior to the Expiration Date, this Lease also shall terminate; provided, however, Tenant shall be obligated to pay to Landlord as scheduled all remaining Additional Minimum Monthly Rent that would have been due and payable to Landlord through the Expiration Date of this Lease.

3.2            Possession    This Lease is being entered into concurrently with the closing of a purchase and sale transaction pursuant to which Landlord acquired the fee interest in the Premises from Tenant (the “ Closing ”). Accordingly, Tenant acknowledges that Tenant has been in possession of the Premises prior to the Commencement Date.

Article IV.
RENT

4.1            Minimum Monthly Rent .

(a)           OCOM Rent .    The OCOM Rent portion of the Minimum Monthly Rent will be payable from the Base Rent to be paid by the Subtenant under the OCOM Sublease, which Subtenant will pay directly to Landlord pursuant to a rent direction letter in the form attached as Exhibit “C” to this Lease (the “ Rent Direction Letter ”). If Subtenant defaults in its obligation to pay the OCOM Rent to Landlord in accordance with the Rent Direction Letter, Tenant, as sublandlord under the OCOM Sublease, shall take such action in response to such Subtenant Default as reasonably directed by Landlord in accordance with Section 2.3 of this Lease.

(b)           Additional Minimum Monthly Rent .   Tenant covenants and agrees to pay to Landlord in lawful money of the United States of America without setoff, offset, deduction, prior notice, or demand, in advance on the first (1st) day of each calendar month beginning with the Commencement Date, Additional Minimum Monthly Rent, plus applicable city and state taxes. The obligation of Tenant to pay Additional Minimum Monthly Rent shall be independent of every other obligation contained in this Lease and shall be independent of any amounts paid by any subtenant, licensee or any other party in possession of the Premises under the OCOM Sublease or any other sublease, license agreement or otherwise, and Tenant shall not be entitled to an offset against Additional Minimum Monthly Rent for any amounts due or to become due from Landlord. Notwithstanding any practice of Landlord from time to time of issuing to Tenant courtesy statements setting forth Additional Minimum Monthly Rent due, Tenant’s obligation to pay Additional Minimum Monthly Rent by its due date shall not be conditioned on Tenant’s receipt of any such statement. Landlord’s acceptance of less than the correct amount of Additional Minimum Monthly Rent shall be considered a payment on account of the earliest Additional Minimum Monthly Rent due. No payment by Tenant or receipt by Landlord of a lesser amount than the Additional Minimum Monthly Rent then due shall be deemed to be other than on account of the Additional Minimum Monthly Rent, nor shall any endorsement or statement on any check or any letter accompanying any check or payment be deemed an accord and satisfaction, and Landlord may accept such check or payment without prejudice to Landlord’s right to recover the balance of such Additional Minimum Monthly Rent or pursue any other remedy provided in this Lease. In addition, Tenant shall pay and be liable for all rental, sales and use taxes or other similar taxes, if any, levied or imposed on Additional Minimum Monthly Rent or Additional Rent by any city, county, state or other governmental authority, which payments shall be in addition to all other payments required to be paid to Landlord by Tenant under the terms of this Lease and shall be paid to Landlord concurrently with the payment of Additional Minimum Monthly Rent or Additional Rent upon which such tax is based. Tenant may prepay Additional Minimum Monthly Rent in whole or in part at any time, and from time to time during the term of this Lease, without any prepayment premium or penalty.

4.2            Proration .   If the Commencement Date is other than the first (1st) day of a month, Additional Minimum Monthly Rent for that month will be prorated on a per diem basis and will be payable on the Commencement Date for the initial partial month, and the Expiration Date will be extended by the remainder of any partial calendar month in which the Commencement Date occurs.

4.3            Additional Rent .   All payments other than Additional Minimum Monthly Rent required of Tenant under this Lease shall constitute additional rent (“ Additional Rent ”) due and payable within ten (10) days of written demand. “ Rent ” shall mean all monetary obligations of Tenant under this Lease.

4.4            Operating Expenses; Property Taxes; Insurance

(a)           Operating Expenses .   Except as expressly set forth in this Lease, Tenant shall cause Subtenant to pay all costs of operation, management, maintenance, repair and replacement of the Building, the Premises, parking areas, real property, and improvements of which the Premises are a part.

(b)           Taxes .   Tenant shall cause Subtenant to pay all property taxes and directly as and when due and payable to the applicable taxing authority.

Landlord agrees to submit tax bills for the Premises to Tenant within at least thirty (30) days prior to the date the taxes on such tax bills are required to be paid to the taxing authority, and Tenant shall cause Subtenant to pay such taxes directly to the taxing authority prior to the date such taxes are due without penalties or fees. At the time Tenant (or Subtenant) pays such taxes, Tenant shall concurrently provide (or cause Subtenant to provide) Landlord with reasonable evidence of such payment.

(c)           Insurance .   Tenant will carry and maintain, at Tenant’s expense, or shall cause Subtenant to carry and maintain, insurance in the types and amounts specified in Article 6 of the OCOM Sublease or such other industry standard amounts as Landlord may from time to time reasonably request, with insurance companies and on forms reasonably satisfactory to Landlord or which are otherwise industry standard.

4.5            Excise and Personal Property Taxes .   Each month, with the payment of Additional Minimum Monthly Rent, Tenant shall pay to Landlord as Additional Rent the amount of any transaction privilege, sales, use, gross proceeds, occupancy, rental or other excise tax or assessment whatsoever then due on account of (or measured by) any amounts payable under this Lease by Tenant (or the receipts thereof by Landlord). If an audit by any taxing authority should at any time result in an assessment of additional taxes with respect to the foregoing, Tenant shall pay the amount of such taxes to Landlord within ten (10) days of written demand. This obligation shall survive the expiration (or earlier termination) of the Lease and shall be enforceable by Landlord as a debt thereafter. Tenant shall also report and pay directly to the applicable governmental authority all transaction privilege, sales, excise, employment and personal property taxes assessed against or imposed upon any improvements, alterations, personal property or trade fixtures of Tenant contained in, located about or used in connection with the Premises, and with respect to any sales, service, professional or other business activities conducted by Tenant on the Premises (collectively “ Tenant’s Taxes ”). Upon receipt of written request from Landlord, Tenant shall furnish for Landlord’s inspection, within thirty (30) days, official receipts of the appropriate taxing authority or other proof satisfactory to Landlord evidencing payment of Tenant’s Taxes.

4.6            Late Charges and Interest .   Tenant hereby acknowledges that late payment by Tenant to Landlord of Rent and other sums due hereunder will cause Landlord to incur costs not contemplated by this Lease, the exact amount of which will be extremely difficult to ascertain. Such costs include, but are not limited to, processing and accounting charges, and late charges which may be imposed upon Landlord by the terms of any ground lease, mortgage or trust deed covering the Premises. Accordingly, if any installment of Additional Minimum Monthly Rent or other payment required of Tenant hereunder is not paid within five (5) days following the date due, Landlord may, at its option, charge Tenant a late charge (“ Late Charge ”) equal to ten percent (10%) of the overdue amount as liquidated damages to compensate Landlord for potential inability to meet financial obligations and the additional expense of handling delinquent payments (the exact amount of Landlord’s injury being impractical to calculate). At Landlord’s option, any sum not paid by Tenant when due shall also bear interest at the rate specified in Section 21.2 from date due until paid in full. The parties hereby agree that such late charge represents a fair and reasonable estimate of the costs Landlord will incur by reason of late payment by Tenant. Landlord’s acceptance of a late charge (or interest) shall not waive the underlying delinquency or bar the exercise of other remedies for non-payment under this Lease. Landlord’s acceptance of a delinquent payment without a late charge (or interest) shall not waive the right of Landlord to impose or collect a late charge or interest on a subsequent delinquent payment. In the event that a late charge is payable hereunder, whether or not collected, for three (3) consecutive installments of Additional Minimum Monthly Rent, then notwithstanding Section 4.1 or any other provision of this Lease to the contrary, Additional Minimum Monthly Rent shall, at Landlord’s option, become due and payable quarterly in advance.

4.7            Standby Letter of Credit .   On or before the Commencement Date, Tenant shall deliver to Landlord an irrevocable standby letter of credit (“ Letter of Credit ”) addressed to Landlord as beneficiary and issued by a financial institution reasonably acceptable to Buyer in an amount equal to the Additional Minimum Monthly Rent that Tenant is obligated to pay to Landlord under this Lease from the Commencement Date to the Expiration Date of this Lease, less the Holdback Amount (as defined below). The terms of the Letter of Credit shall be agreed to by Landlord and Tenant prior to the Commencement Date, and the Letter of Credit shall be deposited with American Eagle Title Insurance Company (the “ Escrow Agent ”) on the Commencement Date, to be held by Escrow Agent in compliance with the Post-Closing Escrow Agreement (as defined below). If Tenant fails to pay Additional Minimum Monthly Rent when due under this Lease and such default is not cured within any applicable notice and cure period, Landlord shall have the right to draw on the Letter of Credit for payment of Additional Minimum Monthly Rent by giving written notice to Tenant and the Escrow Agent, and submitting to Escrow Agent, for delivery to the issuer of the Letter of Credit, a drawing certificate in the form attached to the Letter of Credit. The amount of the Letter of Credit shall be reduced annually as the remaining Additional Minimum Monthly Rent to be paid by Tenant under this Lease is reduced. The Letter of Credit shall be released and cancelled upon payment in full of all Additional Minimum Monthly Rent due to Landlord under this Lease. If the Letter of Credit has an annual expiration date or an expiration date other than the Expiration Date of this Lease, Tenant shall cause the Letter of Credit to be renewed at least ninety (90) days prior to such expiration date. At the Closing (as defined in Section 3.2 of this Lease), Escrow Agent shall retain a portion of the Purchase Price equal to Two Hundred Twenty Thousand Seven Hundred Eighty-Two and No/100 Dollars ($220,782.00) (the “ Holdback Amount ”), in an escrow account to be held by Escrow Agent pursuant to a post-closing escrow agreement to be executed and delivered at Closing by Landlord, Tenant, and Escrow Agent. The Holdback Amount shall be held and disbursed by Escrow Agent and applied to the last three (3) months of Additional Minimum Monthly Rent due under this Lease in compliance with the Post-Closing Escrow Agreement.

4.8            Time and Place of Payment .   All amounts to be paid by Tenant hereunder shall be paid to Landlord, on or before 5:00 p.m. local time by deposit into the account set forth on Schedule 4.8 attached hereto, or at such other place as Landlord may from time to time designate in writing.

4.9            Triple Net Lease – Intent .   Landlord and Tenant understand and agree that this Lease is what is commonly known in the commercial real estate industry as a ‘Net, Net, Net Lease’ or ‘Triple Net Lease’. Tenant recognizes and acknowledges, without limiting the generality of any other terms or provisions of this Lease, that it is the intent of the parties hereto that the Subtenant under the OCOM Lease shall be responsible for payment of all costs, expenses and obligations of any kind or nature associated with operating and maintaining the Premises, including real estate taxes, liability and property insurance costs, except where same are expressly and solely the obligation of Landlord, and all amounts to be paid by Tenant hereunder as Rent shall be net to Landlord.

4.10          Rent Coverage Ratio Requirement .   [Reserved]

5.1            Construction Obligations .   Landlord shall have no obligation to construct, install or pay for the construction of any improvements to the Premises (the “ Leasehold Improvements ”).

5.2            Landlord’s Property .   Unless otherwise provided in the OCOM Sublease, all of the Leasehold Improvements shall remain the property of Landlord upon expiration or earlier termination of the Lease. This extends to, but is not limited to, all cabinetry, wall coverings, floor coverings, window coverings, electrical and plumbing fixtures and conduits, lighting and the Leasehold Improvements placed upon, installed in or attached to the Premises.

Article VI.
USE RESTRICTIONS

6.1            Permitted Use .   Tenant shall cause Subtenant to use the Premises solely for the purpose set forth in Article I of this Lease. Landlord has not made any representations or warranties as to the suitability or fitness of the Premises for the Use, the conduct of Tenant’s business, or for any other purpose. Tenant shall not use or permit the use of the Premises in a manner that creates waste or a nuisance, or that materially disturbs owners and/or occupants of, or causes damage to, neighboring premises or properties. By its execution of this Lease, Tenant represents that, to Tenant’s knowledge, the execution and delivery by Tenant hereof upon the terms described herein will not violate the terms and provisions of any agreement to which Tenant is a party or by which Tenant or any of its properties are bound, the violation of which may have a materially adverse effect on Tenant’s ability to perform its obligations under this Lease. Tenant shall be entitled to access the Premises 24 hours per day, 7 days per week.

6.2            Obligations and Restrictions .   Tenant agrees that it will cause the Subtenant under the OCOM Sublease at its sole expense, to:

(a)           Strictly comply with all statutes, ordinances, orders and regulations of all federal, state, municipal and other government authorities and all rules and standards of any medical or professional associations having jurisdiction over Tenant or Subtenant which pertain to Tenant’s or Subtenant’s occupancy or use of the Premises.

(b)           Affirmatively determine and strictly comply with all applicable municipal, county, state or federal statutes, ordinances, or regulations concerning discharge and disposal of chemicals and other “hazardous wastes,” whether defined by local, state or federal agencies, which are utilized or generated by Tenant’s or Subtenant’s activities, and comply with Section 8.2 of the OCOM Sublease with respect to "hazardous materials" as defined in the OCOM Sublease (“ Hazardous Substances ”). In any event, Tenant or Subtenant shall not discharge into the Building’s sanitary sewer system any such chemicals, hazardous wastes, or other noxious, infectious or offensive fluids or solids in violation of any applicable laws.

(c)           Comply with all of the terms and conditions of this Lease.

(d)           Not engage in any activity in or about the Premises that is prohibited by standard form fire insurance policies or that will cause a cancellation of, or an increasing of the premium for, any such insurance policy covering the Building or any part of the Building.

(e)           Not use or permit the Premises to be used in any manner that will constitute waste or a nuisance or jeopardize the structural integrity of the Building or any part thereof.

(f)           Without limiting the other provisions of this Article VI , Tenant or Subtenant shall be responsible, at its sole cost and expense, for handling, removing and disposing of all medical and infectious waste in accordance with the requirements of all applicable laws and local, state and federal agencies, authorities and governmental units (collectively, “ Governmental Authorities ”).

Article VII.
UTILITIES AND JANITORIAL SERVICES

7.1            Utilities Services .   Tenant acknowledges that Landlord shall have no obligation to provide any utilities services to the Premises. Tenant shall contract, or shall cause the Subtenant under the OCOM Sublease to contract, directly for all utilities services for the Premises and shall pay all Utilities Costs directly to the various utility service providers providing such utility services to the Premises. As used in this Lease, “ Utilities Costs ” shall mean all actual charges for utilities for the Premises of any kind, including but not limited to water, sewer and electricity, telecommunications and cable service, and the costs of heating, ventilating and air conditioning and other utilities as well as related fees, assessments and surcharges. Tenant, at its sole cost and expense, shall or shall cause the Subtenant under the OCOM Sublease to repair, maintain and replace the Tenant Utility Facilities. As used in this Lease, “ Tenant Utility Facilities ” shall mean and be deemed to include, but not be limited to, sanitary sewer lines and systems, gas lines and systems, heating, ventilating and air conditioning lines and systems, water lines and systems, fire protection sprinkler heads, lines and systems, and electric power and telephone and communication lines and systems serving the Premises.

7.2            Interruption .   Landlord shall not be liable for any damages arising from or caused by any stoppage or interruption of utility or services supplied to the Premises or Building by reason of riot, strike, fire, flooding, labor disputes, energy shortage, inability to obtain supplies or materials from the usual source of supply, inevitable accident or breakdown, or for the stoppage to or interruption of any such services for the purpose of making routine or necessary maintenance and repairs, or by any other reason beyond the control of Landlord. No such stoppage or interruption shall relieve Tenant from its obligation to pay the full amount of Rent due from Tenant under this Lease or constitute or be construed as a constructive or other eviction of Tenant.

7.3            Tenant’s Utility Consumption .   Landlord makes no representation with respect to the adequacy or fitness of the air-conditioning or ventilation equipment in the Building to maintain temperatures which may be required for, or because of, any equipment of Tenant.

Article VIII.
CONDITION OF PREMISES

8.1            Tenant’s Acceptance .   Tenant, having been in possession prior to the Commencement Date as set forth in Section 3.2 , is conclusively deemed to have accepted the Premises in its “AS IS, WHERE IS, WITH ALL FAULTS” condition. THERE ARE NO WARRANTIES GIVEN OR ADOPTED BY LANDLORD, EXPRESS OR IMPLIED. LANDLORD DISCLAIMS ALL WARRANTIES OF HABITABILITY, MERCHANTABILITY OR FITNESS FOR INTENDED PURPOSE. Tenant acknowledges that it has accepted the Assessment Report attached as Exhibit “B” to this Lease and that no representation, statement or warranty, express or implied, other than those expressly contained in this Lease, have been made by or on behalf of Landlord as to the condition of the Premises or as to the use that may be made of the Premises.

8.2            Assumption of Risk .   The use of the Premises, the Leasehold Improvements, and Tenant’s trade fixtures, equipment and personal property by Tenant, its employees and invitees, shall be at Tenant’s sole risk. Tenant hereby waives all claims against Landlord for loss, injury, or damage to all persons and property on the Premises from any cause whatsoever, unless Landlord is deemed to have been grossly negligent or to have engaged in willful misconduct.

8.3            Quiet Enjoyment .   Landlord covenants and agrees with Tenant that so long as Tenant pays Rent and observes and performs all the terms, covenants, and conditions of this Lease on Tenant's part to be observed and performed, Tenant may peaceably and quietly enjoy the Premises subject, nevertheless, to the terms and conditions of this Lease, and Tenant's possession will not be disturbed by anyone claiming by, through, or under Landlord.

Article IX.
MAINTENANCE, REPAIRS, ALTERATIONS, TRADE FIXTURES

9.1            Tenant’s Responsibilities

(a)           The parties hereto acknowledge and agree that the OCOM Sublease is an absolute Triple Net Lease and that Tenant, as “Landlord” thereunder, contemplates that Subtenant is responsible thereunder for furnishing all trade fixtures, equipment, furnishings, and expendables (including, but not limited to, light bulbs, paper goods, soaps, etc.) required by Subtenant in connection with its business and occupancy of the Premises as well as for all maintenance, cleaning, repairs, renovations, retrofitting, replacement and preservation of the Premises (both structural and non-structural, including any Tenant Utility Facilities), which are required to maintain the Premises in same order, condition and repair as of the Possession Date (the “ Possession Date Condition ”), as confirmed by the Assessment Report attached as Exhibit “B” to this Lease, ordinary wear and tear and casualty damage excepted.

(b)           In addition, Tenant shall cause Subtenant to comply with Subtenant’s obligations under Section 8.2 of the OCOM Sublease with respect to Hazardous Substances. Tenant, in keeping the Premises in Possession Date Condition, shall and shall cause Subtenant to maintain the Premises in accordance with the standards set forth in Article 13 of the OCOM Sublease.

9.2            Landlord’s Responsibilities .   Tenant acknowledges that Landlord shall have no obligation to maintain, alter, remodel, improve, repair, renovate, redecorate or paint all or any part of the Premises or perform any capital repairs and/or replacements with respect to the Premises.

9.3            Alterations .   Tenant shall not, without Landlord’s prior permission, make, or allow Subtenant to make, any alterations or improvements to the Premises that require the permission of Tenant, as “Landlord” under the OCOM Sublease, without Landlord’s prior written approval. Any permitted alterations or improvements shall be made at Tenant’s or Subtenant’s sole expense, in compliance with the provisions in Article 14 of the OCOM Sublease.

9.4            Trade Fixtures and Equipment .   Tenant shall (at Tenant’s own expense) or shall cause the Subtenant under the OCOM Sublease to provide, maintain, repair and replace all trade fixtures, equipment and furniture required by Tenant or Subtenant to operate its practice or otherwise required under the OCOM Sublease. All such trade fixtures, equipment and furniture shall remain the property of Tenant or Subtenant, subject to Landlord’s lien thereon and any security interest provided for in Article 27 of the OCOM Sublease.

9.5            Liens .   Tenant shall not permit any mechanic’s, materialmen’s or other liens (each, a “ Lien ”) to be filed against the Building, the Premises or Tenant’s leasehold interest therein. Tenant, at its sole expense, or at the expense of Subtenant if such Lien arises as the result of materials or labor furnished for or on behalf of Subtenant, shall cause any such Lien to be released or shall obtain a surety bond in the minimum amount required by law to discharge any such Lien in accordance with the provisions in Article 15 of the OCOM Sublease. If Tenant fails to cause any such Lien to be so released or bonded within thirty (30) days after Tenant’s receipt of notice thereof, Landlord, without waiving its rights and remedies based on such failure, may cause such Lien to be released by any means Landlord reasonably deems proper, including payment in satisfaction of any claim giving rise to such Lien. Tenant shall pay or shall cause Subtenant to pay to Landlord as Additional Rent, within thirty (30) days after Tenant’s receipt of an invoice from Landlord, any sum paid by Landlord to remove any such Lien, together with interest at the rate prescribed herein from the date of such payment by Landlord until paid by Tenant. Tenant shall have the right to contest any such Lien in good faith provided that Tenant provides reasonable security in connection therewith. Notice is hereby given that Landlord shall not be liable or responsible to persons who furnish materials or labor for or in connection with the Premises or the Building on behalf of Tenant, and Landlord shall have the right at all reasonable times to post on the Premises or the Building and record any notices of non-responsibility which it deems necessary for protection from such Liens.

9.6            Compliance with Laws

(a)           Tenant shall comply and shall cause Subtenant to comply, at its expense, with any and all valid and applicable laws, rules, orders, ordinances, regulations and other requirements, present or future, affecting the Premises, Building or Land that are promulgated by any and all Governmental Authorities having jurisdiction over the same, to the extent the same shall affect or be applicable to Tenant or Tenant’s (or Subtenant or Subtenant’s) use or occupancy of the Premises.

(b)           The Parties agree and acknowledge that it is their mutual intent that: (i) this Lease and any and all payments and/or other actions hereunder shall be in full compliance with any and all applicable laws and regulations, including, without limitation, such laws and regulations applicable to real estate investment trusts, healthcare providers and non-profit organizations, and (ii) nothing herein is intended to or shall be construed to establish any present or future economic or other arrangement in violation of any laws or regulations, including, without limitation, the Medicare/Medicaid Anti-Kickback statute, Section 1877 of the Social Security Act (the “ Stark Act ”), the Federal Physician Self-Referral laws, and various state laws applicable to healthcare providers and their relationships with physicians and other providers.

Article X.
ENTRY AND INSPECTION BY LANDLORD

10.1          Entry .   Provided that Landlord complies with the requirements in Article 20 of the OCOM Sublease, Landlord, Landlord’s agents and any person requested by Landlord shall have the right (without liability) to enter the Premises at all reasonable times (upon prior notice which is reasonable under the circumstances) for purposes of discharging Landlord’s obligations under this Lease, inspection to determine compliance with this Lease, showing the Premises to prospective tenants, buyers, and lenders, exercising all other rights under this Lease, and any other lawful purpose. Landlord shall have the right to enter the Premises without notice, and to use any and all means to obtain entry to the Premises, in the event of an emergency for which Landlord reasonably deems advance notice would not be practicable. Any such entry to the Premises by Landlord shall not cause an abatement of rent or otherwise constitute forcible or unlawful entry into or detainer of the Premises or an eviction of Tenant from the Premises or any portion thereof.

Article XI.
SIGNS

11.1          Signs .   Tenant (or Subtenant) shall erect no signs on the Premises or the Building except in accordance with all applicable sign ordinances.

Article XII.
INDEMNIFICATION

12.1          Indemnity .   Except for Landlord’s gross negligence, willful misconduct, or breach of this Lease, Tenant shall indemnify, protect, defend and hold harmless the Premises, Building, Landlord and its agents and representatives, partners and lenders, from and against any and all claims, loss of rents and/or damages, costs, liens, judgments, penalties, permits, attorneys’ and consultants’ fees, expenses and/or liabilities arising out of, involving, or dealing with any act, omission or neglect of Tenant, its agents, contractors, or employees, and out of any Default or Event of Default by Tenant in the performance in a timely manner of any obligation on Tenant’s part to be performed under this Lease. The foregoing shall include, but not be limited to, the defense or pursuit of any claim or any action or proceeding involved therein, and whether or not (in the case of claims made against Landlord) litigated and/or reduced to judgment, and whether well founded or not. In case any action or proceeding be brought against Landlord by reason of any of the foregoing matters, Tenant upon notice from Landlord shall defend the same at Tenant’s expense by counsel reasonably satisfactory to Landlord and Landlord shall cooperate with Tenant in such defense. Landlord need not have first paid any such claim in order to be so indemnified. Except for Landlord’s gross negligence, willful misconduct, or breach of this Lease, Tenant, as a material part of the consideration to Landlord, hereby assumes all risk of damage to property or injury to persons in, upon or about the Premises and Project arising from any cause and Tenant hereby waives all claims in respect thereof against Landlord. Tenant’s obligations under the provisions of this Section 12.1 shall survive the expiration of the Term or earlier termination of this Lease. Landlord shall indemnify, protect, defend and hold harmless Tenant from and against any and all claims, loss of rents and/or damages, costs, liens, judgments, penalties, permits, attorneys’ and consultants’ fees, expenses and/or liabilities arising out of, involving, or dealing with any act, omission or neglect of Landlord or its agents, contractors or employees, and out of any Default or Event of Default by Landlord in the performance in a timely manner of any obligation on Landlord’s to be performed under this Lease. Each of Landlord’s and Tenant’s obligations under the provisions of this Section 12.1 shall survive the expiration of the Term or earlier termination of this Lease.

Article XIII.
INSURANCE

13.1          Insurance Required .   Tenant shall ensure that Subtenant carries the insurance policies and coverages in the types and amounts set forth therein (including without limitation Section 6.1 of the OCOM Sublease) and shall cause Subtenant to have Landlord named as an additional insured on all liability insurance policies and as a loss payee on all property insurance.

13.2          No Increase .   Tenant shall not do or permit anything to be done in or about the Premises nor bring or keep anything therein which will any way increase the existing rate of or affect any fire or other insurance upon the Building or any of its contents, or cause cancellation of any insurance policy covering said Building or any part thereof or any of its contents or any adjacent buildings.

13.3          Waiver of Subrogation .   Landlord and Tenant each hereby waives any right of recovery against the other and the authorized representatives of the other for any loss or damage that is covered or required by this Lease to be covered by any policy of insurance maintained with respect to the Premises or the Building or any operations therein, even though such loss or damage might have been occasioned by the negligence of such party. Each party shall cause insurance policies relating to this Lease, the Premises, or the Building to provide that such insurers waive all right of recovery by way of subrogation against either party in connection with any claim, loss or damage covered by such policies.

13.4          Exemption of Landlord from Liability .   Landlord shall not be liable for injury or damage to the persons or goods, wares, merchandise or other property of Tenant, Tenant’s employees, contractors, patients, invitees or customers, or any other person in or about the Premises and/or the Building whether such damage or injury is caused by or results from fire, steam, electricity, gas, water or rain, or from the breakage, leakage, obstruction or other defects of pipes, fire sprinklers, wires, appliances, plumbing, air conditioning or lighting fixtures, or from any other cause, whether the said injury or damage results from conditions arising upon the Premises or Building, or from other sources or places, and regardless of whether the cause of such damage or injury or the means of repairing the same is accessible or not. Landlord shall not be liable for any damages arising from any act or neglect of any other tenant of Landlord. Notwithstanding Landlord’s negligence or breach of this Lease, Landlord shall under no circumstances be liable for injury to Tenant’s business or for any loss of income or profit therefrom or for incidental, consequential, special or punitive damages. To the maximum extent permitted by law, Tenant agrees to use and occupy the Premises at Tenant’s own risk. Notwithstanding anything contained in this Lease to the contrary, it is expressly understood and agreed that any judgment against Landlord resulting from any default or other claim under this Lease shall be satisfied only out of the net rents, issues, profits and other income actually received from the operation of the Building, and Tenant shall have no claim against Landlord or its members, managers, partners, officers, employees or representatives or any of their personal assets for satisfaction of any judgment with respect to this Lease. In no event shall Tenant or any person claiming by, through or under Tenant have the right to levy execution against any property of Landlord’s members, managers, partners, officers, employees or representatives, other than Landlord’s property.

Article XIV.
FIRE OR OTHER CASUALTY

14.1          Damage; Repair .   If all or a substantial portion of the Premises is rendered untenantable or inaccessible by damage to all or any part of the Building from fire, the elements, accident, or other casualty (collectively, “ Casualty ”) then, unless Landlord or Subtenant is entitled, and elects, to terminate this Lease pursuant to the provisions of Article 18of the OCOM Sublease, Tenant shall use reasonable efforts to cause Subtenant, at its expense, to repair the Premises and/or Building, as the case may be, to substantially their former condition in accordance with the provisions in Article 18 of the OCOM Sublease. In the event of any Casualty of all or any part of the Premises, Tenant shall immediately: (A) notify Landlord thereof; and (B) deliver to Landlord all insurance proceeds received by Tenant (whether from policies carried by Subtenant or by Tenant) with respect to the Premises and/or Building, excluding proceeds for Tenant’s furniture and other personal property, and Tenant hereby assigns to Landlord all rights of Tenant as “Landlord” under Article 18 of the OCOM Sublease to receive such insurance proceeds.

14.2          Abatement .   In the event of a casualty, (i) there shall be no abatement of Rent or Additional Rent from the date of the Casualty through the date of substantial completion of the repair with regard to any portion of the Premises that Tenant is prevented from using by reason of such damage or its repair, and (ii) in no event shall Landlord be liable to Tenant by reason of any injury to or interference with Tenant’s business or Tenant’s personal property, alterations, additions or improvements to the Premises arising from a Casualty or by reason of any repairs to the Premises and/or the Building necessitated by the Casualty.

14.3          Waiver .   Landlord and Tenant agree that the terms of this Lease and the OCOM Sublease shall govern the effect of any damage to or destruction of the Premises with respect to the termination of this Lease, and hereby waive the provisions of any present or future statute to the extent inconsistent herewith. Tenant waives any statutory rights of termination which may arise by reason of any partial or total destruction of the Premises.

Article XV.
ENCUMBRANCES

15.1          Landlord’s Consent Required .   Neither this Lease nor any right to or interest in the Premises or any of the Leasehold Improvements or the Building may be encumbered by Tenant without the prior written consent of Landlord, and any such encumbrance shall be an Event of Default under this Lease.

Article XVI.
CONDEMNATION

16.1          Condemnation .   For purpose of this Article XVI , “ Condemnation ” shall mean (i) a taking by any public or quasi-public entity, whether by legal proceedings or otherwise, or (ii) a voluntary sale or transfer by Landlord under threat of condemnation or while legal proceedings for condemnation are pending.

16.2          Termination .   If the Premises are totally taken by condemnation, or if a portion of the Premises is taken by condemnation, the provisions in Article 17 of the OCOM Sublease shall apply and Landlord shall have all rights of Tenant as “Landlord” under Article 18 of the OCOM Sublease.

16.3          Award .   Landlord shall be entitled to and Tenant hereby assigns to Landlord the entire amount of any award in connection with the condemnation. Nothing in this paragraph shall give Landlord any interest in or preclude Tenant or Subtenant from seeking, on its own account, any award attributable to personal property or trade fixtures belonging to Tenant or Subtenant or for the interruption of Tenant’s or Subtenant’s business.

Article XVII.
SUBLEASE, TRANSFER OR ASSIGNMENT

17.1          Landlord’s Consent Required .   Tenant shall not voluntarily or by operation of law assign, transfer, or sublet the Premises or any part thereof, or any right or privilege appurtenant thereto, to any other person to occupy or use the Premises, or any portion thereof (a “ Transfer ”), without the prior written consent of Landlord, which consent shall be on such terms and conditions as Landlord requires, in its commercially reasonable discretion; provided , that Tenant may effect a Transfer without Landlord’s consent to an entity whose net worth and creditworthiness meets or exceeds the creditworthiness of Tenant as of the date hereof, so long as Tenant provides Landlord with at least forty-five (45) days prior written notice of the proposed Transfer and all supporting documentation evidencing such creditworthiness as Landlord may reasonably require. A consent to one Transfer shall not be deemed to be a consent to any subsequent Transfer. A Transfer without such consent shall be void and shall, at the option of Landlord, constitute an Event of Default under this Lease. The consent of Landlord pursuant to this Section 17.1 to any Transfer shall not relieve Tenant of any of its obligations under this Lease including the obligation to pay rent. However, Landlord may consent to subsequent sublettings and assignments of the sublease or any amendments or modifications thereto without notifying Tenant or anyone else liable on the Lease or sublease and without obtaining their consent, and such action shall not relieve such persons from liability under this Lease or sublease. Notwithstanding anything herein to the contrary, Landlord acknowledges and hereby consents to the sublease of the Premises by Tenant to Subtenant pursuant to the OCOM Sublease; provided , that for the avoidance of doubt, Landlord’s consent to the OCOM Sublease shall not relieve Tenant of the obligation to provide Landlord with any proposed amendments, waivers or side letter agreements to the OCOM Sublease for Landlord’s prior approval (which may be withheld in its sole discretion).

17.2          Notice of Sublease, Transfer or Assignment

(a)           Tenant shall notify Landlord of any desire to Transfer in writing to Landlord at least forty-five (45) days prior to the anticipated effective date of the Transfer, together with: (i) the name of the proposed subtenant or assignee; (ii) the nature of the proposed subtenant’s or assignee’s business to be carried on in the Premises; (iii) all of the terms and provisions of the proposed sublease or assignment; and (iv) such financial information as Landlord may reasonably request concerning the proposed subtenant or assignee. Tenant’s failure to comply with the provisions of this Section 17.2 shall be an Event of Default of this Lease. Each request for consent to an assignment or subletting shall be in writing, accompanied by information relevant to Landlord’s determination as to the financial and operational responsibility and appropriateness of the proposed assignee or subtenant, including but not limited to the intended use and/or required modification of the Premises, if any, together with a non-refundable deposit of $1,000 as reasonable consideration for Landlord’s considering and processing the request for consent. Tenant agrees to provide Landlord with such other or additional information and/or documentation as may be reasonably requested by Landlord.

(b)           In determining whether to reasonably consent to a proposed assignment or subletting, (i) it shall not be unreasonable for Landlord to withhold its consent to any such assignment or subletting if a proposed assignee’s or subtenant’s anticipated or proposed use of the Premises involves an increase in the generation, storage, use, treatment or disposal of any Hazardous Substance over that permitted Tenant or Subtenant hereunder immediately prior to such assignment, or pro rata if regarding a sublease of less than all of the Premises, or will in any way increase any potential risk or liability to Landlord arising out of or related to Hazardous Substances; and (ii) Landlord may consider, among other things, any or all of the following factors: (1) the reputation of the proposed assignee or subtenant (including any principals, partners or shareholders of such assignee or subtenant), including, without limitation, the reputation of the proposed assignee or subtenant for dishonesty, criminal conduct and unethical business practices; (2) whether the business experience and quality of business operations of the proposed assignee or subtenant is comparable to that of Tenant; (3) the credit history of the proposed assignee or subtenant; and/or (4) the intended use of the Premises by the proposed assignee or subtenant.

(c)           Any proposed assignment or sublease agreement shall contain provisions to the effect that (A) such assignment or sublease is subject and subordinate to all of the terms and provisions of this Lease and to the rights of Landlord and that the assignee or subtenant shall comply with all applicable provisions of this Lease; (B) such assignment or sublease may not be modified without the prior written consent of Landlord (not to be unreasonably withheld, conditioned or delayed); (C) if this Lease shall terminate before the expiration of such assignment or sublease, the assignee or subtenant thereunder will, solely at Landlord’s option and only upon the express written notice of attornment from Landlord, attorn to Landlord and waive any right the assignee or subtenant may have to terminate the assignment or sublease or surrender possession thereunder as a result of the termination of this Lease; and (D) if the assignee or subtenant receives a written notice from Landlord stating that Tenant is in default under this Lease, the assignee or subtenant shall thereafter pay all rentals or payments under the assignment or sublease agreement directly to Landlord until such default has been cured. Any attempt or offer by an assignee or subtenant to attorn to Landlord shall not be binding or effective without the express written consent of Landlord. Tenant hereby collaterally assigns to Landlord, as security for the performance of its obligations hereunder, all of Tenant’s right, title, and interest in and to any assignment or sublease now or hereafter existing for all or part of the Premises. Tenant shall, at the request of Landlord, execute such other instruments or documents as Landlord may request to evidence this collateral assignment.

17.3          Rent .   Landlord may collect Rent directly from the assignees, subtenants, or other transferees; but no Transfer shall be a deemed a waiver of Landlord’s rights under this Article or the acceptance of the proposed assignee, subtenant occupant or transferee, or a release of Tenant from the further performance of the covenants obligating Tenant under this Lease. Notwithstanding any Transfer, Tenant shall remain fully and primarily liable under this Lease and shall not be released from performing any of the terms, covenants and conditions of this Lease. In the event of any assignment or sublease (other than the OCOM Sublease), Landlord shall receive as additional rent hereunder fifty percent (50%) of Tenant’s Excess Consideration (as defined below) derived from such assignment or sublease. If Tenant shall elect to assign or sublet, Tenant shall use reasonable and good faith efforts to secure consideration from any such assignee or subtenant which would be generally equivalent to then-current market rent, but in no event shall Tenant’s monetary obligations to Landlord, as set forth in this Lease, be reduced.

(a)           In the event of a sublease other than the OCOM Sublease, “ Excess Consideration ” shall mean all rent, additional rent or other consideration actually received by Tenant from such subtenant and/or actually paid by such subtenant on behalf of Tenant in connection with the subletting in excess of the rent, additional rent and other sums payable by Tenant under this Lease during the term of the sublease on a per square foot basis if less than all of the Premises is subleased, less marketing costs, attorneys’ fees and brokerage commissions, if any, reasonably incurred by Tenant to procure the sublease, and the cost of any alterations made by Tenant specifically for the benefit of such subtenant.

(b)           In the event of an assignment, “ Excess Consideration ” shall mean key money, bonus money or other consideration paid by the assignee to Tenant in connection with such assignment, and any payment in excess of fair market value for services rendered by Tenant to assignee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to assignee in connection with such assignment, less marketing costs, attorneys’ fees and brokerage commissions, if any, reasonably incurred by Tenant to procure the assignment, and the cost of any alterations made by Tenant specifically for the benefit of such assignee.

In either case, if part of the Excess Consideration shall be payable by the assignee or subtenant other than in cash, then Landlord’s share of such non-cash consideration shall be in such form as is reasonably satisfactory to Landlord.

17.4          Documentation .   If Landlord consents, or is deemed to have consented, to a Transfer, Tenant may thereafter enter into a written assignment or sublease with the subtenant or assignee, provided that (i) Landlord approves in advance the form and substance of the sublease or assignment agreement, which shall contain such other terms and conditions as Landlord shall require in its sole discretion, (ii) such assignment or sublease is executed within sixty (60) days after Landlord has given its consent to same, (iii) Tenant pays (or causes to be paid) all amounts owed to Landlord under this Article, (iv) there is no Event of Default under this Lease as of the effective date of the assignment or sublease, (v) there have been no material adverse changes (since the date on which Landlord’s consent was given) with respect to the financial condition of the proposed subtenant or assignee or the business which said party plans to conduct on the Premises, and (vi) a fully executed original of such assignment or sublease (which shall state that the assignee or subtenant agrees to be bound by all of the terms, covenants and conditions of this Lease) is delivered promptly to Landlord. Tenant agrees to defend and indemnify fully Landlord with respect to all costs (including attorneys’ fees expended by Landlord in connection with any such claim) and liability for compensation claimed by any broker or agent employed by Tenant in connection with any Transfer.

17.5          No Termination of OCOM Sublease .   The mutual termination or cancellation of this Lease, or a termination hereof by Landlord for Event of Default by Tenant shall not work a merger, and shall operate as an assignment to Landlord of Tenant’s interest under the OCOM Sublease.

17.6          Definition of Sublease, Transfer or Assignment .   If Tenant is a partnership or limited liability company, a withdrawal or change, voluntary, involuntary, or by operation of law, of the member, members, partner or partners owning 51% or more of the partnership or the limited liability company, or the dissolution of the partnership or limited liability company, shall be deemed a Transfer. If Tenant is a corporation, any dissolution, merger, consolidation, or other reorganization of Tenant, or the sale or other transfer of a controlling percentage of the capital stock of Tenant, or the sale of 51% of the value of assets of Tenant, shall be deemed a Transfer. The phrase “ controlling percentage ” means the ownership of, and the right to vote, stock possessing at least 51% of the total combined voting power of all classes of Tenant’s capital stock issued, outstanding and entitled to vote for the election of directors. This paragraph shall not apply to corporations whose stock is traded through an exchange or over the counter. A Transfer of Tenant’s interest in this Lease without Landlord’s specific prior written consent shall be a Default curable after notice pursuant to Section 17.2 . Notwithstanding anything herein to the contrary, Landlord hereby consents to Tenant’s assignment of its rights and obligations under this Lease to an affiliate of Tenant so long as Anthony Cruse continues to holds, directly or indirectly, more than fifty percent (50%) of an ownership interest in any such affiliate and such affiliate remains subject to his control, and agrees that such assignment shall not constitute a Transfer as defined herein.

17.7          REIT Protection .   Notwithstanding anything in this Lease to the contrary, (a) no assignment or subletting shall be consummated on any basis such that the rental or other amounts to be paid by the transferee or sublessee thereunder would be based, in whole or in part, on the income or profits derived by any person from the Building; (b) Tenant shall not consummate an assignment or subletting with any person in which Landlord owns, directly or indirectly (by applying constructive ownership rules set forth in Section 856(d)(5) of the Internal Revenue Code of 1986, as amended [the “ Code ”]), (i) in the case of any person which is a corporation, stock of such person possessing 10 percent or more of the total combined voting power of all classes of stock entitled to vote, or 10 percent or more of the total value of shares of all classes of stock of such person, or (ii) in the case of any person which is not a corporation, an interest of 10 percent or more in the assets or net profits of such person; and (c) Tenant shall not consummate an assignment or subletting with any person or in any manner which could cause any portion of the amounts received by Landlord pursuant to this Lease or any assignment or subletting document to fail to qualify as “rents from real property” within the meaning of Section 856(d) of the Code, or any similar or successor provision thereto or that could cause any other income of Landlord, or affiliate of Landlord, to fail to qualify as income described in Section 856(c)(2) of the Code. Consistent with the foregoing, Tenant shall first provide to Landlord in writing the name of the proposed transferee or sublessee, as applicable, and the terms of the assignment or sublease, as applicable, and Landlord shall within twenty (20) days of receipt review and approve such transaction as being in compliance with the terms of this Section 17.7 .

17.8          Additional Terms and Conditions Applicable to Subletting .   The following terms and conditions shall apply to any subletting by Tenant of all or any part of the Premises and shall be deemed included in all subleases under this Lease whether or not expressly incorporated therein:

(a)           Tenant hereby assigns and transfers to Landlord all of Tenant’s interest in all rentals and income arising from any sublease of all or a portion of the Premises heretofore or hereafter made by Tenant, and Landlord may collect such rent and income and apply same toward Tenant’s obligations under this Lease; provided, however , that until a Event of Default (as defined in Section 19.1 ) shall occur in the performance of Tenant’s obligations under this Lease, Tenant may, except as otherwise provided in this Lease, receive, collect and enjoy the rents accruing under such sublease. Landlord shall not, by reason of this or any other assignment of such sublease to Landlord, nor by reason of the collection of the rents from a subtenant, be deemed liable to the subtenant for any failure of Tenant to perform and comply with any of Tenant’s obligations to such subtenant under such sublease. Tenant hereby irrevocably authorizes and directs any such subtenant, upon receipt of a written notice from Landlord stating that a Event of Default exists in the performance of Tenant’s obligations under this Lease, to pay to Landlord the rents and other charges due and to become due under the sublease. Subtenant shall rely upon any such statement and request from Landlord and shall pay such rents and other charges to Landlord without any obligation or right to inquire as to whether such Event of Default exists and notwithstanding any notice or claim from Tenant to the contrary. Tenant shall have no right or claim against said subtenant, or, until the Event of Default has been cured, against Landlord, for any such rents and other charges so paid by said subtenant to Landlord.

(b)           In the event of an Event of Default by Tenant in the performance of its obligations under this Lease, Landlord, at its option and without any obligation to do so, may require any subtenant to attorn to Landlord, in which event Landlord shall undertake the obligations of the sublandlord under such sublease from the time of the exercise of said option to the expiration of such sublease; provided, however , Landlord shall not be liable for any prepaid rents or security deposit paid by such subtenant to such sublandlord or for any other prior Defaults or Event of Defaults of such sublandlord under such sublease.

(c)           Any matter or thing requiring the consent of the sublandlord under a sublease shall also require the consent of Landlord herein.

(d)           No subtenant shall further assign or sublet all or any part of the Premises without Landlord’s prior written consent.

17.9          Assignment by Landlord .   Landlord may freely assign, sell or otherwise transfer the Premises or this Lease, or Landlord’s interest hereunder, without Tenant’s consent.

Article XVIII.
SUBORDINATION/ATTORNMENT

18.1          Subordination .   Tenant’s interest under this Lease shall be subordinate to both the priority and terms of the lien of any ground lease, deed of trust or other construction or permanent mortgage financing (hereinafter collectively referred to as “ Mortgage Financing ”) now or hereinafter recorded by Landlord against the Premises or on the land or Building of which the Premises are a part, to any and all advances made on the security thereof, and to all renewals, modifications, consolidations, replacements and extensions thereof. Tenant agrees that until a lender becomes the owner of the Premises, if ever, no lender holding the lien of any such Mortgage Financing (a “ Security Device ”) shall have no duty, liability or obligation to perform any of the obligations of Landlord under this Lease, but that in the event of Landlord’s default with respect to any such obligation, Tenant will give any lender whose name and address have been furnished Tenant in writing for such purpose notice of Landlord’s default and allow such lender thirty (30) days (or if more than thirty (30) days is required to effect such cure, such additional time as may be necessary) following receipt of such notice for the cure of said default before invoking any remedies Tenant may have by reason thereof. If any lender shall elect to have this Lease and/or Tenant’s rights hereunder superior to the lien of its Security Device and shall give written notice thereof to Tenant, this Lease and such rights shall be deemed prior to such Security Device, notwithstanding the relative dates of the documentation or recordation thereof.

18.2          Modification Upon Refinance .   If at any time Landlord desires to obtain new Mortgage Financing for the land and Building of which the Premise are a part, Tenant agrees to reasonable amendments to the Lease as may be requested by a lender who proposes to fund such Mortgage Financing provided such amendments do not decrease Tenant’s rights or Landlord’s obligations, or increase Tenant’s obligations under this Lease. Tenant further consents to an assignment of the Landlord’s interest in this Lease to Landlord’s lender as required under any Mortgage Financing now or hereafter recorded.

18.3          Foreclosure Sale .   If the Premises or the Building or the land of which the Building or the Premises are a part is sold pursuant to a default under any underlying Mortgage Financing, or pursuant to a transfer in lieu of foreclosure, Tenant, at the mortgagee’s or purchaser’s election, shall not disaffirm this Lease but shall attorn to the mortgagee or purchaser, and if so requested enter in to a new lease for the remainder of the Lease Term, so long as such new lease does not decrease Tenant’s rights or Landlord’s obligations or increase Tenant’s obligations beyond that under this Lease. In the event of such foreclosure and such election, such new owner shall not: (i) be liable for any act or omission of any prior lessor or with respect to events occurring prior to acquisition of ownership, or (ii) be subject to any offsets or defenses which Tenant might have against any prior landlord.

18.4          Self-Operative .   This provision shall be self-operative; provided, however , Tenant agrees to execute and deliver, if Landlord shall so request, such further instruments (in recordable form) as are necessary to evidence Tenant’s subordination agreement or otherwise subordinate this lease to the lien of any Mortgage Financing, to acknowledge Tenant’s consent to assignment, and to affirm the attornment provisions set forth herein. Tenant’s obligation to provide a subordination agreement under this Section 18.4 shall be conditioned on Tenant receiving from the holder of the Security Device commercially reasonable covenants of non-disturbance on such holder’s form.

18.5          Cooperation .   Tenant agrees to cooperate in good faith with Landlord and its lenders in connection with any financing by Landlord, including reasonably consenting to an amendment to the Lease, consistent with Sections 18.2 and 18.4 , based upon a lender’s good faith determination of any deficiencies in the Lease that cause the Lease not to be financeable; provided that any such amendment does not (a) materially decrease Tenant’s rights or Landlord’s obligations, (b) materially increase Tenant’s obligations, or (c) affect Monthly Minimum Rents or Additional Rent.

Article XIX.
DEFAULT AND REMEDIES

19.1          Default .   The occurrence of any of the following shall constitute a “ Default ” or “ Event of Default ” by Tenant under this Lease:

(a)           Tenant’s failure to pay Additional Minimum Monthly Rent, Additional Rent, Late Charges, Interest or any other sum required by this Lease to be paid by Tenant on the date same is due, and such failure continues for ten (10) days after written notice thereof from Landlord;